Exhibit 4.3.8.1
FIRST SUPPLEMENT
Dated as of December 1, 1993
among
BUSINESS FINANCE AUTHORITY OF THE
STATE OF NEW HAMPSHIRE
and
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
Supplementing and Amending the Series E Loan and Trust Agreement
Dated as of May 1, 1991 and Providing for the Issue of:
$44,800,000
Business Finance Authority of the State of New
Hampshire Pollution Control Refunding Revenue Bonds
(Public Service Company of New Hampshire Project -
1993 Tax-Exempt Series E)
TABLE OF CONTENTS
ARTICLE I: INTRODUCTION AND DEFINITIONS. . . . . . . . . . . . . . . . 1
Section 101. Description of the Agreement and the
Parties. . . . . . . . . . . . . . . . . . . . . . . 1
Section 102. Definitions. . . . . . . . . . . . . . . . . . . . . 2
(a) Words. . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II: LOAN OF 1993 SERIES E BOND PROCEEDS;
CONFIRMATION OF PLEDGE . . . . . . . . . . . . . . . . . . 3
Section 201. Pledge of Series G First Mortgage Bonds. . . . . . . 3
ARTICLE III: THE 1993 SERIES E BONDS . . . . . . . . . . . . . . . . . 4
Section 301. Forms of 1993 Series E Bonds . . . . . . . . . . . . 4
(a) Form of Flexible Bond. . . . . . . . . . . . . . . . . . 4
(b) Form of Weekly Bond. . . . . . . . . . . . . . . . . . . 13
(c) Form of Multiannual Bond . . . . . . . . . . . . . . . . 26
(d) Form of Fixed Rate Bond. . . . . . . . . . . . . . . . . 38
Section 302. Details of the 1993 Series E Bonds . . . . . . . . . 45
Section 303. Registration of Bonds in the Book-Entry
Only System. . . . . . . . . . . . . . . . . . . . . 46
Section 304. Application of 1993 Series E Bond
Proceeds . . . . . . . . . . . . . . . . . . . . . . 49
Section 305. Maximum Interest Rate for 1993 Series E
Bonds. . . . . . . . . . . . . . . . . . . . . . . . 49
Section 306. Additional Limitations on Conversions to
New Modes. . . . . . . . . . . . . . . . . . . . . . 49
(a) Conversions to Multiannual Mode. . . . . . . . . . . . . 49
(b) Conversions from Multiannual Mode to Flexible or Weekly
Mode . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 307. Subsection 310(c) of Original Agreement
Amended. . . . . . . . . . . . . . . . . . . . . . . 50
Section 308. Subsection 310(e) of Original Agreement
Amended. . . . . . . . . . . . . . . . . . . . . . . 50
Section 309. Tax Status of 1993 Series E Bonds. . . . . . . . . . 50
Section 310. Amendment of Credit Facility . . . . . . . . . . . . 51
(a) Issuance of Amended and Restated Credit Facility . . . . 51
(b) Paragraph 102(a)(13) of Original Agreement Amended . . . 51
Section 311. Subsection 301(e) of Original Agreement
Amended. . . . . . . . . . . . . . . . . . . . . . . 51
(a) Paragraph 301(e)(ii) Amended . . . . . . . . . . . . . . 51
(b) Subparagraph 301(e)(iv)(A) Amended . . . . . . . . . . . 51
Section 312. Subsection 308(c) of Original Agreement
Amended. . . . . . . . . . . . . . . . . . . . . . . 52
(a) Paragraph 308(c)(i) Amended. . . . . . . . . . . . . . . 52
(b) Paragraph 308(c)(iii) of Original Agreement Amended. . . 52
(c) Paragraph 308(c)(iv) Added to Original Agreement . . . . 52
Section 313. Subsection 311(c) Added. . . . . . . . . . . . . . . 52
Section 314. Subsection 312(a) Amended. . . . . . . . . . . . . . 52
Section 315. Section 405 of Original Agreement
Amended. . . . . . . . . . . . . . . . . . . . . . . 53
ARTICLE IV: MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . 53
Section 401. Original Agreement Affirmed. . . . . . . . . . . . . 53
Section 402. Company's Agreement to Chapter 263 . . . . . . . . . 53
Section 403. Severability . . . . . . . . . . . . . . . . . . . . 53
Section 404. Counterparts . . . . . . . . . . . . . . . . . . . . 54
Section 405. Receipt of Documents . . . . . . . . . . . . . . . . 54
Section 406. Captions . . . . . . . . . . . . . . . . . . . . . . 54
Section 407. Governing Law. . . . . . . . . . . . . . . . . . . . 54
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
EXHIBIT A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
ARTICLE I: INTRODUCTION AND DEFINITIONS
Section 101. Description of the Agreement and the Parties. This FIRST
SUPPLEMENT (the "First Supplement") is entered into as of December 1, 1993 by
the Business Finance Authority of the State of New Hampshire (with its
successors, the "Authority"), a body corporate and politic created under New
Hampshire Revised Statutes Annotated 162-A:3 formerly known as The Industrial
Development Authority of the State of New Hampshire; Public Service Company
of New Hampshire (with its successors, the "Company"), a New Hampshire
corporation, and State Street Bank and Trust Company, a Massachusetts trust
company, as Trustee (with its successors, the "Trustee"). This First
Supplement supplements and amends the Series E Loan and Trust Agreement dated
as of May 1, 1991 (the "Original Agreement") among the Authority, the Company
and the Trustee and is entered into pursuant to Article IV and Clauses
1101(a)(v), (vii) and (viii) of the Original Agreement. The Agreement is a
financing document combined with a security document as one instrument in
accordance with New Hampshire Revised Statutes Annotated Chapter 162-I (the
"Act") and relates to industrial facilities as defined in Paragraphs 2,
VII(d) and (e) of the Act and located in the Town of Seabrook, Rockingham
County, New Hampshire.
This First Supplement, in conjunction with the Original Agreement,
provides for the following transactions:
(a) the Authority's issue of the 1993 Series E Bonds, which are to be
Tax-Exempt Refunding Bonds as provided for in the Original Agreement;
(b) the Authority's loan of the proceeds of the 1993 Series E Bonds to
the Company for the purpose of refunding the principal of $44,800,000 of the
Authority's 1991 Series E Bonds;
(c) the Company's repayment of the loan of 1993 Series E Bond proceeds
from the Authority through payment to the Trustee of all amounts necessary to
pay the 1993 Series E Bonds issued by the Authority;
(d) the Company's confirmation of its agreement to evidence and secure
its repayment obligations hereunder and its reimbursement obligations under
the Reimbursement Agreement with the Series G First Mortgage Bonds; and
(e) the amendment and restatement, at the time the 1993 Series E Bonds
are issued, of the irrevocable, transferable Letter of Credit of Citibank,
N.A. issued to the Paying Agent so that it may be drawn upon to pay the
Purchase Price of, principal of, premium, if any, and interest on the 1993
Series E Bonds as well as the 1991 Series E Bonds that remain Outstanding.
In consideration of the mutual promises contained in this First
Supplement, the rights conferred and the obligations assumed hereby, and
other good and valuable consideration, the receipt of which is hereby
acknowledged, each of the Company, the Authority and the Trustee agree,
assign, covenant, grant, pledge, promise, represent and warrant as set forth
herein for their own benefit and for the benefit of the Bondowners and the
Bank.
Section 102. Definitions. (a) Words. Unless otherwise defined in
this First Supplement, or unless the context otherwise requires, the terms
defined in the Original Agreement shall have the same meaning in this First
Supplement. In addition to terms defined in the Original Agreement and
elsewhere in this First Supplement, the following terms have the following
meanings in the Agreement, unless the context otherwise requires:
(1) "Agreement" means the Original Agreement, as supplemented and
amended by this First Supplement and as may be subsequently amended or
supplemented from time to time.
(2) "Assumption Agreement" means the Assumption Agreement dated as of
June 5, 1992 among the parties hereto and the Seabrook Transferee.
(3) "Authority's Service Charge" means with respect to the 1993
Series E Bonds, payments to the Authority for its own use which consist of
(i) a payment of $37,333.33 on the date of the issue of the 1993 Series E
Bonds and (ii) annual payments commencing on the first anniversary of the
date of this First Supplement and continuing on each subsequent anniversary,
which are each equal to 1/20th of 1% of the average principal balance of the
1993 Series E Bonds on which interest was accruing during the prior twelve-
month period, or $250, whichever is greater, with a final payment due upon
the redemption or payment of the 1993 Series E Bonds in full prorated to the
date of such redemption or payment, as the case may be.
(4) "First Supplemental Federal Tax Statement" means the Statement as
to Tax Status of Bonds executed by the Company and the Seabrook Transferee in
connection with the original issuance of the 1993 Series E Bonds and
delivered to the Trustee.
(5) Except in the 1993 Series E Bonds, "here" in such words as
"hereby," "herein," "hereof" or "hereunder" means the Agreement as a whole
rather than this First Supplement, or the particular section, subsection,
paragraph, subparagraph, clause or subclause in which the word appears; and
in the 1993 Series E Bonds it refers thereto.
(6) "Letter of Credit" means the $119,129,000 irrevocable letter of
credit No. NY0389-30008830, as amended and restated, issued by Citibank, N.A.
for the benefit of the Paying Agent.
(7) "1993 Series E Bonds" means the $44,800,000 principal amount of
Business Finance Authority of the State of New Hampshire Pollution Control
Refunding Revenue Bonds (Public Service Company of New Hampshire Project -
1993 Tax-Exempt Series E).
(8) "Paying Agent" means BankAmerica National Trust Company (formerly
known as Security Pacific National Trust Company (New York)) or any successor
or successors designated from time to time pursuant to Section 313 of the
Original Agreement.
(9) "Reimbursement Agreement" means the Series E Letter of Credit and
Reimbursement Agreement dated as of May 1, 1991, among the Company, Citibank,
N.A., as issuing bank thereunder, and the participating banks referred to
therein, and any other agreement between the Company and a Bank under which
the Company is obligated to reimburse the Bank for payments made by the Bank
under a Credit Facility.
(10) "Representation Letter" has the meaning given such term in Section
303 of this First Supplement.
(11) "Seabrook Transferee" means North Atlantic Energy Corporation, the
transferee of the Project Facilities pursuant to the Seabrook Transfer, and
its successors.
ARTICLE II: LOAN OF 1993 SERIES E BOND PROCEEDS;
CONFIRMATION OF PLEDGE
Section 201. Pledge of Series G First Mortgage Bonds. The Authority
shall issue the 1993 Series E Bonds pursuant to the Act in the amount, in
the form and with the terms provided herein, and shall loan to the Company
such amount (the "First Supplemental Loan") to refund the principal of
$44,800,000 of the 1991 Series E Bonds as hereinafter provided. The
Company agrees to repay the First Supplemental Loan of the aggregate
principal amount of the 1993 Series E Bonds in the amounts and at the times
necessary to pay principal of, premium, if any, and interest on the Bonds
by making the payments required under Section 308 of the Original
Agreement, and for such purpose the First Supplemental Loan is to be
treated as part of the Loan made pursuant to the Original Agreement. To
evidence and secure the Company's obligation to repay the Loan, including
the First Supplemental Loan, and to secure the Company's reimbursement and
certain other obligations under the Reimbursement Agreement, the Company
issued and delivered to the Trustee on the date of issuance of the 1991
Series E Bonds a like aggregate principal amount of its Series G First
Mortgage Bonds. The Company hereby confirms that the Series G First
Mortgage Bonds evidence and secure the Company's obligations to make
payments in amounts and at times necessary to pay principal of, premium, if
any, and interest on all of the Outstanding Bonds, including the
Outstanding 1993 Series E Bonds and the Outstanding 1991 Series E Bonds and
the Company's reimbursement and certain other obligations under the
Reimbursement Agreement.
ARTICLE III: THE 1993 SERIES E BONDS
Section 301. Forms of 1993 Series E Bonds.
The 1993 Series E Bonds shall be issued in substantially the following
forms for the various Modes:
(a) Form of Flexible Bond. The 1993 Series E Bonds may be issued in
the Flexible Mode in substantially the form prescribed below.
$____________ No. R-
ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE AT THE TIMES AND AT
THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE
RIGHT TO RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND SURRENDER
OF THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD THIS
BOND AS AGENT FOR THE PAYING AGENT.
UNITED STATES OF AMERICA
STATE OF NEW HAMPSHIRE
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
Pollution Control Refunding Revenue Bond
(Public Service Company of New Hampshire
Project - 1993 Tax-Exempt Series E)
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
INTEREST DUE: $
(on the Next Purchase Date)
INTEREST RATE:
(to the Next Purchase Date)
NEXT PURCHASE DATE:
COMMENCEMENT DATE OF RATE PERIOD:
MATURITY DATE: May 1, 2021
CUSIP:
DATE OF THIS BOND:
(Date as of which Bonds of this
series were initially issued.)
MODE: Flexible
THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF NEW
HAMPSHIRE OR OF THE AUTHORITY EXCEPT TO THE EXTENT PERMITTED BY NEW
HAMPSHIRE RSA CHAPTER 162-I. ALL AMOUNTS OWED HEREUNDER ARE PAYABLE ONLY
FROM THE SOURCES PROVIDED IN THE LOAN AND TRUST AGREEMENT DESCRIBED BELOW,
AND NO PUBLIC FUNDS MAY BE USED FOR THAT PURPOSE.
The Business Finance Authority of the State of New Hampshire (the
"Authority"), for value received, promises to pay to the REGISTERED OWNER,
or registered assigns, but solely from the moneys to be provided under the
Agreement mentioned below, upon presentation and surrender hereof, in
lawful money of the United States of America, the PRINCIPAL AMOUNT on the
MATURITY DATE, unless paid earlier as provided below, with interest from
the most recent Interest Payment Date, as defined below, to which interest
has been paid or duly provided for or, if no interest has been paid, from
the DATE OF THIS BOND set forth above, until paid in full, at the rates set
forth below, payable on each Interest Payment Date. So long as this bond
is in the Flexible Mode, interest shall be due on this bond on each
Purchase Date (as defined below) and on the MATURITY DATE, and when this
bond is in any other Mode interest shall be due on the dates provided in
the Agreement (the "Interest Payment Dates"). Until conversion to the
Weekly, Multiannual or Fixed Rate Mode as provided below, this bond shall
bear interest at the Flexible Rate. The Flexible Rate for this bond shall
be the rate of interest determined by the Remarketing Agent designated as
provided in the Agreement (herein, with its successors, the "Remarketing
Agent"), for each Rate Period, as defined below, to be the lowest rate
which in its judgment, on the basis of prevailing financial market
conditions, is necessary on and as of the Effective Date, as defined below,
to remarket each Bond having such Rate Period in a secondary market
transaction at a price equal to the principal amount thereof, but not in
excess of the Maximum Interest Rate. If this bond is converted to the
Weekly, Multiannual or Fixed Rate Mode it shall bear interest at the
Weekly, Multiannual or Fixed Rate, as the case may be, as defined in the
Agreement. The Remarketing Agent shall determine the initial Flexible Rate
on or before the date of issue in or of conversion to the Flexible Mode,
which rate shall remain in effect as provided in the Agreement.
Thereafter, the Remarketing Agent shall redetermine the Flexible Rate for
each Rate Period as provided below. The amount of interest due on any
Interest Payment Date shall be the amount of unpaid interest accrued on
this bond through the day preceding such Interest Payment Date or, if such
Interest Payment Date is not a Business Day, through the day preceding the
first Business Day succeeding such Interest Payment Date.
This bond is one of a series of Pollution Control Refunding Revenue
Bonds (Public Service Company of New Hampshire Project - 1993 Tax-Exempt
Series E) (the "Bonds") in the aggregate principal amount of $44,800,000
issued under New Hampshire RSA Chapter 162-I (the "Act"). The proceeds of
the Bonds are being loaned to Public Service Company of New Hampshire (the
"Company"), a New Hampshire corporation, pursuant to a Series E Loan and
Trust Agreement dated as of May 1, 1991, as supplemented and amended by a
First Supplement dated as of December 1, 1993 (the "Agreement") among the
Company, the Authority and State Street Bank and Trust Company, as Trustee
(the "Trustee") to refund a like principal amount of the Authority's
$114,500,000 Pollution Control Revenue Bonds (Public Service Company of New
Hampshire Project - 1991 Taxable Series E) (the "1991 Bonds"), which were
originally issued to finance certain costs associated with the Company's
ownership interest in air or water pollution control and sewage or solid
waste disposal facilities installed for use by Unit No. 1 at the nuclear
electric generating station (the "Station") in Seabrook, New Hampshire (the
"Project Facilities"). Pursuant to the Agreement, the Company has
unconditionally agreed to repay such loan in the amounts and at the times
necessary to pay the principal of, premium, if any, and interest on the
Bonds when due. To evidence and secure such loan and the Company's
reimbursement and certain other obligations under the Reimbursement
Agreement (as defined below), the Company has issued and delivered to the
Trustee its First Mortgage Bonds, Series G (the "Series G First Mortgage
Bonds") issued under the First Mortgage Indenture dated as of August 15,
1978, as amended, and the Tenth Supplemental Indenture thereto dated as of
May 1, 1991 between the Company and First Fidelity Bank, National
Association, New Jersey, as Trustee (as amended and supplemented from time
to time, the "First Mortgage Bond Indenture") in an aggregate principal
amount, and with an interest rate, maturity date and redemption provisions
corresponding to those of the Bonds and certain other bonds issued under
the Agreement, including the 1991 Bonds. As provided in the Agreement,
payments of principal of, and premium, if any, and interest on the Series G
First Mortgage Bonds shall, upon receipt by the Trustee, be deemed to
constitute payments in corresponding amounts by the Company in respect of
the Bonds and certain other bonds issued under the Agreement, including the
1991 Bonds. Reference is hereby made to the Agreement for the provisions
thereof with respect to the rights, limitations of rights, duties,
obligations and immunities of the Company, the Authority, the Trustee, the
Paying Agent, and the Bondowners, including the order of payments in the
event of insufficient funds, the disposition of unclaimed moneys held by
the Trustee and restrictions on the rights of owners of the Bonds to bring
suit. The Agreement may be amended to the extent and in the manner
provided therein. Copies of the Agreement are available for inspection at
the corporate trust office of the Trustee.
The Purchase Price (as defined below) and principal of and interest on
this bond while it is in the Flexible Mode is also payable from moneys
drawn by the Paying Agent on an irrevocable letter of credit for the Bonds
and certain other bonds issued under the Agreement, including the 1991
Bonds (together with any extensions, amendments and renewals thereof, the
"Letter of Credit"), issued by ________________, pursuant to the terms of a
Reimbursement Agreement dated as of __________________ (the "Reimbursement
Agreement") by and between the Company and _____________________________
(together with any other issuer of a Credit Facility, the "Bank"). The
Letter of Credit initially expires on _______________ but may be terminated
earlier upon the occurrence of certain events set forth in the Agreement
and the Reimbursement Agreement or extended as provided in the
Reimbursement Agreement. The Company may substitute the Letter of Credit
in whole or in part with one or more new letters of credit (collectively
with the Letter of Credit, a "Credit Facility") as provided in the
Agreement and the Reimbursement Agreement. The Company may substitute a
new Credit Facility as provided in the Agreement.
Unless otherwise defined herein, capitalized terms used in this bond
shall have the meaning given them in the Agreement. The following terms
are defined as follows:
"Business Day" means a day (i) that is not a Sunday or legal holiday
or a day on which banking institutions are authorized pursuant to law to
close, (ii) that is not a day on which the corporate trust office of the
First Mortgage Bond Trustee is not open for business, (iii) that is a day
on which banks are not required or authorized to close in New York, New
York, and (iv) that is a day on which banking institutions in all of the
cities in which the principal offices of the Trustee and the Paying Agent
and, if applicable, the Remarketing Agent and the Bank are located are not
required or authorized to remain closed and on which the New York Stock
Exchange is not closed.
"Effective Date" means, with respect to a Bond in the Flexible, Weekly
and Multiannual Modes, the date on which a new Rate Period for that Bond
takes effect.
"Mode" means the period for and the manner in which the interest rates
on the Bonds are set and includes the Flexible Mode, the Weekly Mode, the
Multiannual Mode and the Fixed Rate Mode.
"Purchase Date" means, while this bond is in the Flexible Mode, the
date on which this bond shall be required to be purchased pursuant to a
mandatory tender in accordance with the provisions hereof.
"Rate Period" or "Period" means, when used with respect to any
particular rate of interest for a Bond in the Flexible, Weekly or
Multiannual Mode, the period during which such rate of interest determined
for such Bond will remain in effect as described herein.
At the option of the Company and upon certain conditions provided for
in the Agreement described below, all or a portion of the Bonds (a) may be
converted or reconverted from time to time to or from the Weekly Mode or
Multiannual Mode, which means that the Rate Period is, respectively, one
week or one year or any multiple of one year, (b) may be converted or
reconverted from time to time to or from the Flexible Mode, and will have
Rate Periods of from one to 270 days as provided herein, or (c) may be
converted to the Fixed Rate Mode; provided, however, that in the
Multiannual Mode the first rate period occurring after conversion to such
Mode may be shorter than the applicable multiple of one year as provided in
the Agreement. While this bond is in the Flexible Mode, a new interest
rate shall take effect on the date such Mode takes effect, and on the
Effective Date of the next Flexible Rate Period, as defined herein,
applicable to this bond.
While this bond is in the Flexible Mode, conversions to any other Mode
may take place only on an Effective Date. Conversion of this bond to
another Mode shall be subject to certain conditions set forth in the
Agreement. In the event that the conditions for a proposed conversion to a
new Mode are not met (i) such new Mode shall not take effect on the
proposed conversion date, notwithstanding any prior notice to the
Bondowners of such conversion and (ii) this bond shall remain in the
Flexible Mode with a Rate Period of one day. In no event shall the failure
of this bond to be converted to another Mode be deemed to be a Default or
an Event of Default under the Agreement as long as the Purchase Price (as
defined below) is made available on the failed conversion date to owners of
all Bonds that were to have been converted.
While Bonds bear interest at Flexible Rates, the interest rate for
each particular Bond in the Flexible Mode will be determined by the
Remarketing Agent and will remain in effect from and including the
Effective Date of the Rate Period selected for that Bond by the Remarketing
Agent through the last date thereof. While the Bonds are in the Flexible
Mode, Bonds may have successive Rate Periods of any duration up to 270 days
each and ending on a Business Day and any Bond may bear interest at a rate
and for a period different from any other Bond.
In the event that the Remarketing Agent no longer determines, or fails
to determine when required, any Rate Period or any Flexible Rate for any
Bonds, or if for any reason such manner of determination shall be
determined to be invalid or unenforceable, the Rate Period for any such
Bond shall be deemed to be a Flexible Rate Period with a duration of one
day and the Flexible Rate shall be determined as provided in the Agreement.
While this bond is in the Flexible Mode it is subject to mandatory
tender for purchase on each applicable Effective Date at a price (the
"Purchase Price") of par plus accrued interest to the Effective Date. THE
OWNER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL AND SURRENDER THIS
BOND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT AND, ON THE
PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING AGENT FOR PAYMENT OF
THE PURCHASE PRICE. UPON DEPOSIT OF THE PURCHASE PRICE WITH THE PAYING
AGENT ON THE PURCHASE DATE, THIS BOND SHALL BE DEEMED TENDERED FOR PURCHASE
AND SHALL CEASE TO BE OUTSTANDING UNDER THE AGREEMENT, INTEREST HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE, AND THE REGISTERED OWNER
HEREOF SHALL BE ENTITLED ONLY TO RECEIVE THE PURCHASE PRICE SO DEPOSITED
WITH THE PAYING AGENT UPON SURRENDER OF THIS CERTIFICATE TO THE PAYING
AGENT. The Purchase Price shall be paid on the Delivery Date, which shall
be the Effective Date or any subsequent Business Day on which this bond is
delivered to the Paying Agent. The Purchase Price of this bond shall be
paid only upon surrender of this bond to the Paying Agent as provided
herein. From and after the Effective Date, no further interest shall be
payable to the REGISTERED OWNER during the preceding Rate Period, provided
that there are sufficient funds available on the Effective Date to pay the
Purchase Price.
Each determination and redetermination of the Flexible Rate shall be
conclusive and binding on the Authority, the Trustee, the Paying Agent, the
Bank, the Company and the Bondowners.
While this bond is in the Flexible Mode, interest shall be computed on
the basis of actual days elapsed divided by 365 or 366, as appropriate.
From and after the date on which this bond becomes due, any unpaid
principal will bear interest at the then effective interest rate until paid
or duly provided for.
While this bond is in the Flexible Mode, the principal of and interest
on this bond due on the MATURITY DATE are payable when due by wire or bank
transfer of immediately available funds within the continental United
States to the REGISTERED OWNER hereof but only upon presentation and
surrender of this bond at the offices of __________________________,
__________, _________, as Paying Agent (with its successors in such
capacity, the "Paying Agent"). While this bond is in the Flexible Mode,
the Purchase Price of this bond (which includes accrued interest to the
Purchase Date) tendered for purchase is payable by wire or bank transfer
within the continental United States from the Paying Agent to the
REGISTERED OWNER at its address shown on the registration books maintained
by the Paying Agent. Payment of the Purchase Price of this bond to such
owner shall be made on the Purchase Date if presentation and surrender of
this bond is made prior to 11:00 A.M., New York City time, on the Purchase
Date or on such later Business Day upon which presentation and surrender of
this bond is made prior to 11:00 A.M., New York City time. The Purchase
Price of this bond shall be paid in immediately available funds. Overdue
interest on this bond, or interest on overdue principal while in the
Flexible Mode is payable in immediately available funds by wire or bank
transfer within the continental United States from the Paying Agent to the
REGISTERED OWNER, determined as of the close of business on the applicable
special record date as determined by the Trustee, at its address as shown
on the registration books maintained by the Paying Agent. The special
record date may be not more than thirty (30) days before the date set for
payment. The Paying Agent will mail notice of a special record date to the
Bondowners at least ten (10) days before the special record date. The
Paying Agent will promptly certify to the Authority, the Trustee and the
Remarketing Agent that it has mailed such notice to all Bondowners, and
such certificate will be conclusive evidence that notice was given in the
manner required hereby.
The Bonds are subject to mandatory redemption at any time at a
redemption price of 100% of the principal amount of the Bonds so redeemed
plus accrued interest in the event (i) the Company delivers to the Trustee
an opinion of nationally recognized bond counsel selected by the Company
and reasonably satisfactory to the Trustee ("Bond Counsel") stating that
interest on the Bonds is or will become includable in gross income of the
owners thereof for federal income tax purposes, or (ii) it is finally
determined by the Internal Revenue Service or a court of competent
jurisdiction, as a result of (A) a proceeding in which the Company has
participated or been given notice and an opportunity to participate, and,
(B) either (1) a failure by the Company (or the Seabrook Transferee as
defined in the Agreement) to observe any covenant or agreement undertaken
in or pursuant to the Agreement, or the inaccuracy of any representation
made by the Company (or the Seabrook Transferee) in or pursuant to the
Agreement, or (2) the Seabrook Transfer (as defined in the Agreement), that
interest payable on the Bonds is includable for federal income tax purposes
in the gross income of any owner thereof (other than an owner which is a
"substantial user" or a "related person" within the meaning of Section
147(a) of the Internal Revenue Code of 1986). Any determination under
clause (ii) above will not be considered final for this purpose until the
earliest of the conclusion of any appellate review, the denial of appellate
review or the expiration of the period for seeking appellate review.
Redemption under this paragraph shall be in whole unless not less than
forty-five (45) days prior to the redemption date the Company delivers to
the Trustee an opinion of Bond Counsel reasonably satisfactory to the
Trustee to the effect that a redemption of less than all of the Bonds will
preserve the tax-exempt status of interest on the remaining Bonds
outstanding subsequent to such redemption. Except as provided in the next
sentence, any such redemption shall be made on the 90th day after the date
on which the opinion described in clause (i) is delivered or the
determination described in clause (ii) becomes final or on such earlier
date as the Company may designate by notice given to the Trustee at least
forty-five (45) days prior to such designated date. Any Bond in the
Flexible Mode that has a Purchase Date prior to the redemption date
established for that Bond pursuant to the preceding sentence shall be
redeemed on that Purchase Date. If such redemption shall occur in
accordance with the terms of the Agreement, then such failure by the
Company (or the Seabrook Transferee as described above) to observe such
covenant or agreement, or the inaccuracy of any such representation will
not, in and of itself, constitute a default thereunder.
If the Trustee receives written notice from any Bondowner stating that
(i) such Bondowner has been notified in writing by the Internal Revenue
Service that it proposes to include the interest on the Bonds in the gross
income of such owner for federal income tax purposes, or any other
proceeding has been instituted against such owner which may lead to a like
determination, and (ii) such owner will afford the Company the opportunity
to participate at its own expense in the proceeding, either directly or in
the name of such owner, until the conclusion of any appellate review, and
the Trustee has examined such written notice and it appears to be accurate
on its face, then the Trustee shall promptly give notice thereof to the
Company, the Authority, and each Bondowner whose Bonds may be affected.
The Trustee shall thereafter keep itself reasonably informed of the
progress of any administrative proceedings or litigation relating to such
notice. Under the Agreement the Company is required to give the Trustee
written notice of such a final determination within forty-five (45) days of
such final determination.
If the Purchase Date of this bond is after the redemption date, notice
of redemption of this bond will be given by first class mail, postage
prepaid, not more than forty-five (45) nor less than thirty (30) days prior
to the redemption date to the REGISTERED OWNER at its registered address.
Failure to mail notice to the owner of any other Bond or any defect in the
notice to such other owner shall not affect the redemption of this bond.
This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for cancellation. Upon the
transfer, a new Bond or Bonds in authorized denominations of the same
aggregate principal amount will be issued to the transferee at the same
office. No transfer will be effective unless represented by such surrender
and reissue. This bond may also be exchanged at the office of the Paying
Agent for a new Bond or Bonds in authorized denominations of the same
aggregate principal amount without transfer to a new registered owner.
Exchanges and transfers will be without expense to the owner except for
applicable taxes or other governmental charges, if any.
The Bonds are issuable only in fully registered form and while in the
Flexible Mode shall be in denominations of $100,000 or any multiple of
$1,000 in excess of $100,000.
The Authority, the Trustee, the Paying Agent and the Company may treat
the REGISTERED OWNER as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.
No director, officer, employee or agent of the Authority nor any
person executing this bond (by facsimile signature or otherwise) shall be
personally liable, either jointly or severally, hereon or be subject to any
personal liability or accountability by reason of the issuance hereof.
This bond will not be valid until the Certificate of Authentication
has been signed by the Trustee or the Paying Agent.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND ON THE BACK,
WHICH HAVE THE SAME EFFECT AS IF SET FORTH HERE.
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
(Seal) By:________________________________
Title:
By:________________________________
Title:
Certificate of Authentication
This bond is one of the Bonds described in the Agreement.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Date of Registration:
By:____________________________, or
Authorized Signature
By:___________________________________,
as Paying Agent
By:______________________________
Authorized Signature
Assignment
For value received the undersigned sells, assigns and transfers this
bond to
_____________________________________________________________
(Name and Address of Assignee)
_____________________________________________________________
_____________________________________________________________
Social Security or Other Identifying Number of Assignee
and irrevocably appoints ________________________________ attorney-in-fact
to transfer it on the books kept for registration of the bond, with full
power of substitution.
____________________________________
NOTE: The signature to this assignment must
correspond with the name as written on the face of
the bond without alteration or enlargement or
other change and must be guaranteed by a
Participant in a Recognized Signature Guaranty
Medallion Program.
Dated:
Signature Guaranteed:
____________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By:_____________________________
Authorized Signature
The following abbreviations, when used in the inscription on the face
of this bond, shall be construed as though they were written out in full
according to applicable law.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety ______ Custodian _______
JT TEN - as joint tenants with rights (Cust) (Minor)
of survivorship and not as
tenants in common
Act ____________________
(State)
Additional abbreviations may also be used though not set forth in the list
above.
(b) Form of Weekly Bond. The 1993 Series E Bonds may be issued in
the Weekly Mode in substantially the form prescribed below.
$____________ No. R-
ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE AT THE TIMES AND AT
THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE
RIGHT TO RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND SURRENDER
OF THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD THIS
BOND AS AGENT FOR THE PAYING AGENT.
UNITED STATES OF AMERICA
STATE OF NEW HAMPSHIRE
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
Pollution Control Refunding Revenue Bond
(Public Service Company of New Hampshire
Project - 1993 Tax-Exempt Series E)
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
INTEREST PAYMENT DATES: (i) the first Business Day of each calendar
month, and (ii) the Maturity Date.
MATURITY DATE: May 1, 2021
DATE OF THIS BOND:
(Date as of which Bonds of this
series were initially issued.)
MODE: Weekly
CUSIP:
THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF NEW
HAMPSHIRE OR OF THE AUTHORITY EXCEPT TO THE EXTENT PERMITTED BY NEW
HAMPSHIRE RSA CHAPTER 162-I. ALL AMOUNTS OWED HEREUNDER ARE PAYABLE ONLY
FROM THE SOURCES PROVIDED IN THE LOAN AND TRUST AGREEMENT DESCRIBED BELOW,
AND NO PUBLIC FUNDS MAY BE USED FOR THAT PURPOSE.
The Business Finance Authority of the State of New Hampshire (the
"Authority"), for value received, promises to pay to the REGISTERED OWNER,
or registered assigns, but solely from the moneys to be provided under the
Agreement mentioned below, upon presentation and surrender hereof, in
lawful money of the United States of America, the PRINCIPAL AMOUNT on the
MATURITY DATE, unless paid earlier as provided below, with interest from
the most recent INTEREST PAYMENT DATE to which interest has been paid or
duly provided for or, if no interest has been paid, from the DATE OF THIS
BOND set forth above, until paid in full, at the rates set forth below,
payable on each INTEREST PAYMENT DATE. Until conversion to the Flexible,
Multiannual or Fixed Rate Mode as provided below, this bond shall bear
interest at the Weekly Rate. The Weekly Rate for this bond shall be the
rate of interest determined by the Remarketing Agent designated as provided
in the Agreement (herein, with its successors, the "Remarketing Agent"),
for each Rate Period, as defined below, to be the lowest rate which in its
judgment, on the basis of prevailing financial market conditions, would
permit the sale of the Bonds (as defined below) in the Weekly Mode at par
plus accrued interest on and as of the Effective Date, as defined below,
but not in excess of the Maximum Interest Rate. If this bond is converted
to the Flexible, Multiannual or Fixed Rate Mode it shall bear interest at
the Flexible, Multiannual or Fixed Rate, as the case may be, as defined in
the Agreement. The Remarketing Agent shall determine the initial Weekly
Rate on or before the date of issue in or of conversion to the Weekly Mode,
which rate shall remain in effect as provided in the Agreement. Thereafter,
the Remarketing Agent shall redetermine the Weekly Rate for each Rate
Period as provided below. The amount of interest due on any INTEREST
PAYMENT DATE shall be the amount of unpaid interest accrued on this bond
through the day preceding such INTEREST PAYMENT DATE.
This bond is one of a series of Pollution Control Refunding Revenue
Bonds (Public Service Company of New Hampshire Project - 1993 Tax-Exempt
Series E) (the "Bonds") in the aggregate principal amount of $44,800,000
issued under New Hampshire RSA Chapter 162-I (the "Act"). The proceeds of
the Bonds are being loaned to Public Service Company of New Hampshire (the
"Company"), a New Hampshire corporation, pursuant to a Series E Loan and
Trust Agreement dated as of May 1, 1991, as supplemented and amended by a
First Supplement dated as of December 1, 1993 (the "Agreement") among the
Company, the Authority and State Street Bank and Trust Company, as Trustee
(the "Trustee") to refund a like principal amount of the Authority's
$114,500,000 Pollution Control Revenue Bonds (Public Service Company of New
Hampshire Project - 1991 Taxable Series E) (the "1991 Bonds"), which were
originally issued to finance certain costs associated with the Company's
ownership interest in air or water pollution control and sewage or solid
waste disposal facilities installed for use by Unit No. 1 at the nuclear
electric generating station (the "Station") in Seabrook, New Hampshire (the
"Project Facilities"). Pursuant to the Agreement, the Company has
unconditionally agreed to repay such loan in the amounts and at the times
necessary to pay the principal of, premium, if any, and interest on the
Bonds when due. To evidence and secure such loan and the Company's
reimbursement and certain other obligations under the Reimbursement
Agreement (as defined below), the Company has issued and delivered to the
Trustee its First Mortgage Bonds, Series G (the "Series G First Mortgage
Bonds") issued under the First Mortgage Indenture dated as of August 15,
1978, as amended, and the Tenth Supplemental Indenture thereto dated as of
May 1, 1991 between the Company and First Fidelity Bank, National
Association, New Jersey, as Trustee (as amended and supplemented from time
to time, the "First Mortgage Bond Indenture") in an aggregate principal
amount, and with an interest rate, maturity date and redemption provisions
corresponding to those of the Bonds and certain other bonds issued under
the Agreement, including the 1991 Bonds. As provided in the Agreement,
payments of principal of, and premium, if any, and interest on the Series G
First Mortgage Bonds shall, upon receipt by the Trustee, be deemed to
constitute payments in corresponding amounts by the Company in respect of
the Bonds and certain other bonds issued under the Agreement, including the
1991 Bonds. Reference is hereby made to the Agreement for the provisions
thereof with respect to the rights, limitations of rights, duties,
obligations and immunities of the Company, the Authority, the Trustee, the
Paying Agent, and the Bondowners, including the order of payments in the
event of insufficient funds, the disposition of unclaimed moneys held by
the Trustee and restrictions on the rights of owners of the Bonds to bring
suit. The Agreement may be amended to the extent and in the manner
provided therein. Copies of the Agreement are available for inspection at
the corporate trust office of the Trustee.
The Purchase Price (as defined below) and principal of and interest on
this bond while it is in the Weekly Mode is also payable from moneys drawn
by the Paying Agent on an irrevocable letter of credit for the Bonds and
certain other bonds issued under the Agreement, including the 1991 Bonds
(together with any extensions, amendments, and renewals thereof, the
"Letter of Credit"), issued by Citibank, N.A. pursuant to the terms of a
Series E Letter of Credit and Reimbursement Agreement dated as of May 1,
1991 (the "Reimbursement Agreement") by and among the Company, Citibank,
N.A. (together with any other issuer of a Credit Facility, the "Bank") and
the participating banks named therein. The Paying Agent may draw on the
Letter of Credit presently in place for the payment of up to forty-five
(45) days' interest for Bonds in the Weekly Mode. The Letter of Credit
initially expires on May 16, 1995 but may be terminated earlier upon the
occurrence of certain events set forth in the Agreement and the
Reimbursement Agreement or extended as provided in the Reimbursement
Agreement. Unless the Letter of Credit is extended or renewed or a
substitute letter of credit (collectively with the Letter of Credit, a
"Credit Facility") is provided in accordance with the Agreement, the Bonds
will become subject to mandatory purchase as described below. The Company
may substitute a new Credit Facility as provided in the Agreement.
In case any Event of Default occurs and is continuing, the principal
amount of this bond together with accrued interest may become or be
declared immediately due and payable in the manner and with the effect
provided in the Agreement.
Unless otherwise defined herein, capitalized terms used in this bond
shall have the meaning given them in the Agreement. The following terms
are defined as follows:
"Business Day" means a day (i) that is not a Sunday or legal holiday
or a day on which banking institutions are authorized pursuant to law to
close, (ii) that is not a day on which the corporate trust office of the
First Mortgage Bond Trustee is not open for business, (iii) that is a day
on which banks are not required or authorized to close in New York, New
York, and (iv) that is a day on which banking institutions in all of the
cities in which the principal offices of the Trustee and the Paying Agent
and, if applicable, the Remarketing Agent and the Bank are located are not
required or authorized to remain closed and on which the New York Stock
Exchange is not closed.
"Effective Date" means, with respect to a Bond in the Flexible, Weekly
and Multiannual Modes, the date on which a new Rate Period for that Bond
takes effect.
"Mode" means the period for and the manner in which the interest rates
on the Bonds are set and includes the Flexible Mode, the Weekly Mode, the
Multiannual Mode and the Fixed Rate Mode.
"Purchase Date" means, while this bond is in the Weekly Mode, the date
on which this bond shall be required to be purchased pursuant to a
mandatory or optional tender in accordance with the provisions hereof.
"Rate Period" or "Period" means, when used with respect to any
particular rate of interest for a Bond in the Flexible, Weekly or
Multiannual Mode, the period during which such rate of interest determined
for such Bond will remain in effect as described herein. While this bond
is in the Weekly Mode, a new interest rate shall take effect on the date
such Mode takes effect and thereafter on each Wednesday.
At the option of the Company and upon certain conditions provided for
in the Agreement described below, all or a portion of the Bonds (a) may be
converted or reconverted from time to time to or from the Weekly Mode or
Multiannual Mode, which means that the Rate Period is, respectively, one
week or one year or any multiple of one year, (b) may be converted or
reconverted from time to time to or from the Flexible Mode, and will have
Rate Periods of from one to 270 days as provided herein, or (c) may be
converted to the Fixed Rate Mode; provided, however, that in the
Multiannual Mode the first rate period occurring after conversion to such
Mode may be shorter than the applicable multiple of one year as provided in
the Agreement.
While this bond is in the Weekly Mode, conversions to any other Mode
may take place only on the first Business Day of any calendar month upon
thirty (30) days' prior written notice from the Paying Agent to the
REGISTERED OWNER of this bond. Conversion of this bond to another Mode
shall be subject to the conditions set forth in the Agreement. In the
event that the conditions for a proposed conversion to a new Mode are not
met (i) such new Mode shall not take effect on the proposed conversion
date, notwithstanding any prior notice to the Bondowners of such
conversion, (ii) this bond shall automatically convert to the Flexible Mode
with a Rate Period of one day, and (iii) this bond shall be subject to
mandatory tender for purchase as provided below. In no event shall the
failure of this bond to be converted to another Mode be deemed to be a
Default or an Event of Default under the Agreement as long as the Purchase
Price (as defined below) is made available on the failed conversion date to
owners of all Bonds that were to have been converted.
When this bond is in the Weekly Mode, the Weekly Rate in effect for
each Rate Period (the "Effective Rate" for such Period) shall be determined
not later than the Business Day next preceding the Effective Date. If the
Remarketing Agent fails to make such determination or fails to announce the
Effective Rate as required with respect to any Bonds in the Weekly Mode, or
if for any reason such manner of determination shall be determined to be
invalid or unenforceable, the rate on such Bonds to take effect on that
Effective Date shall be the Weekly Rate in effect on the day preceding such
date. The Remarketing Agent shall announce the Effective Rate by telephone
to the Paying Agent on the date of determination thereof, and shall
promptly confirm such notice in writing. While this bond is in the Weekly
Mode, any Bondowner may ascertain the Effective Rate at any time by
contacting the Paying Agent or the Remarketing Agent.
Each determination and redetermination of the Weekly Rate shall be
conclusive and binding on the Authority, the Trustee, the Paying Agent, the
Bank, the Company and the Bondowners.
While this bond is in the Weekly Mode, interest shall be computed on
the basis of a 365- or 366-day year, as appropriate, and actual days
elapsed. From and after the date on which this bond becomes due, any
unpaid principal will bear interest at the then effective interest rate
until paid or duly provided for.
While this bond is in the Weekly Mode the principal of this bond is
payable when due by wire or bank transfer of immediately available funds
within the continental United States to the REGISTERED OWNER hereof but
only upon presentation and surrender of this bond at the office of
BankAmerica National Trust Company, New York, New York, as Paying Agent,
(with its successors in such capacity, the "Paying Agent"). Interest on
this bond while in the Weekly Mode is payable in immediately available
funds by wire or bank transfer within the continental United States from
the Paying Agent to the REGISTERED OWNER, determined as of the close of
business on the applicable record date, at its address as shown on the
registration books maintained by the Paying Agent. The Purchase Price (as
defined below) of Bonds tendered for purchase shall be paid as provided
below.
The record date for payment of interest while this bond is in the
Weekly Mode is the Business Day preceding the date on which interest is to
be paid. With respect to overdue interest or interest payable on
redemption of this bond other than on an INTEREST PAYMENT DATE or interest
on any overdue amount, the Trustee may establish a special record date.
The special record date may be not more than thirty (30) days before the
date set for payment. The Paying Agent will mail notice of a special
record date to the Bondowners at least ten (10) days before the special
record date. The Paying Agent will promptly certify to the Authority, the
Trustee and the Remarketing Agent that it has mailed such notice to all
Bondowners, and such certificate will be conclusive evidence that notice
was given in the manner required hereby.
While this bond is in the Weekly Mode, the REGISTERED OWNER shall have
the right to tender this bond for purchase in multiples of $100,000 at a
price (the "Purchase Price") equal to 100% of the principal amount thereof,
plus accrued interest, if any, to the Purchase Date, upon compliance with
the conditions described below, provided that if the Purchase Date is an
INTEREST PAYMENT DATE, accrued interest shall be paid separately, and not
as part of the Purchase Price on such date. In order to exercise the right
to tender, the REGISTERED OWNER must deliver to the Paying Agent a written
irrevocable notice of tender substantially in the form of the Bondowner's
Election Notice set forth hereon or such other form as may be satisfactory
to the Paying Agent. While this bond is in the Weekly Mode, it will be
purchased on the Business Day specified in such Bondowner's Election
Notice, provided such date is at least seven calendar days after receipt by
the Paying Agent of such notice. If the REGISTERED OWNER of this bond has
elected to require purchase as provided above, the REGISTERED OWNER shall
be deemed, by such election, to have agreed irrevocably to sell this bond
to any purchaser determined in accordance with the provisions of the
Agreement on the date fixed for purchase at the Purchase Price.
Tender of this bond will not be effective and this bond will not be
purchased if at the time fixed for purchase an acceleration of the maturity
of the Bonds shall have occurred and not have been annulled in accordance
with the Agreement. Notice of tender of this bond is irrevocable. All
notices of tender of Bonds shall be made to the Paying Agent at 2 Rector
Street, New York, New York, or such other address specified in writing by
the Paying Agent to the Bondowners. All deliveries of tendered Bonds,
including deliveries of Bonds subject to mandatory tender, shall be made to
the Paying Agent at 2 Rector Street, New York, New York, Attention:
Corporate Trust Department, or such other address specified in writing by
the Paying Agent to the Bondowners.
This bond is subject to mandatory tender for purchase at the Purchase
Price (i) on the date of conversion or proposed conversion from one Mode to
another Mode and (ii) on (a) the effective date of a substitute Credit
Facility unless the Trustee receives written evidence from Moody's (if this
bond is rated by Moody's) and S&P (if this bond is rated by S&P) that such
substitution will not result in a withdrawal or reduction (excluding a
withdrawal or reduction resulting from a change in Modes) of the rating of
this bond or (b) a date that is not more than fifteen (15) or less than ten
(10) days prior to the expiration or termination of the Credit Facility
other than upon conversion to a new Mode. Notice of mandatory tender shall
be given or caused to be given by the Paying Agent in writing to the
REGISTERED OWNER at least thirty (30) days prior to the mandatory Purchase
Date. THE OWNER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL AND
SURRENDER THIS BOND AT SUCH PRICE TO ANY PURCHASER DETERMINED IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT IN THE EVENT OF SUCH MANDATORY TENDER
AND, ON SUCH PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING AGENT FOR
PAYMENT OF THE PURCHASE PRICE. From and after the Purchase Date, no
further interest on this bond shall be payable to the REGISTERED OWNER,
provided that there are sufficient funds available on the Effective Date to
pay the Purchase Price.
The Purchase Price of this bond shall be paid to the REGISTERED OWNER
by the Paying Agent on the Delivery Date, which shall be the Purchase Date
or any subsequent Business Day on which this bond is delivered to the
Paying Agent. The Purchase Price of this bond shall be paid only upon
surrender of this bond to the Paying Agent as provided herein. From and
after the Purchase Date, no further interest on this bond shall be payable
to the REGISTERED OWNER who gave notice of tender for purchase, provided
that there are sufficient funds available on the Purchase Date to pay the
Purchase Price. The Purchase Price of Bonds tendered for purchase is
payable for Bonds in the Weekly Mode by wire or bank transfer within the
continental United States in immediately available funds from the Paying
Agent to the REGISTERED OWNER at its address shown on the registration
books maintained by the Paying Agent. If on any date this bond is subject
to mandatory tender for purchase or is required to be purchased at the
election of the REGISTERED OWNER, payment of the Purchase Price of this
bond to such owner shall be made on the Purchase Date if presentation and
surrender of this bond is made prior to 11:00 A.M., New York City time, on
the Purchase Date or on such later Business Day upon which presentation and
surrender of this bond is made prior to 11:00 A.M., New York City time.
Bonds in the Weekly Mode are subject to redemption in whole or in part
at the direction of the Company on any INTEREST PAYMENT DATE at a
redemption price of par plus accrued interest.
The Bonds are subject to mandatory redemption at any time at a
redemption price of 100% of the principal amount of the Bonds so redeemed
plus accrued interest in the event (i) the Company delivers to the Trustee
an opinion of nationally recognized bond counsel selected by the Company
and reasonably satisfactory to the Trustee ("Bond Counsel") stating that
interest on the Bonds is or will become includable in gross income of the
owners thereof for federal income tax purposes, or (ii) it is finally
determined by the Internal Revenue Service or a court of competent
jurisdiction, as a result of (A) a proceeding in which the Company has
participated or been given notice and an opportunity to participate, and,
(B) either (1) a failure by the Company (or the Seabrook Transferee as
defined in the Agreement) to observe any covenant or agreement undertaken
in or pursuant to the Agreement, or the inaccuracy of any representation
made by the Company (or the Seabrook Transferee) in or pursuant to the
Agreement, or (2) the Seabrook Transfer (as defined in the Agreement), that
interest payable on the Bonds is includable for federal income tax purposes
in the gross income of any owner thereof (other than an owner which is a
"substantial user" or a "related person" within the meaning of Section
147(a) of the Internal Revenue Code of 1986). Any determination under
clause (ii) above will not be considered final for this purpose until the
earliest of the conclusion of any appellate review, the denial of appellate
review or the expiration of the period for seeking appellate review.
Redemption under this paragraph shall be in whole unless not less than
forty-five (45) days prior to the redemption date the Company delivers to
the Trustee an opinion of Bond Counsel reasonably satisfactory to the
Trustee to the effect that a redemption of less than all of the Bonds will
preserve the tax-exempt status of interest on the remaining Bonds
outstanding subsequent to such redemption. Except as provided in the next
sentence, any such redemption shall be made on the 90th day after the date
on which the opinion described in clause (i) is delivered or the
determination described in clause (ii) becomes final or on such earlier
date as the Company may designate by notice given to the Trustee at least
forty-five (45) days prior to such designated date. Any Bond in the
Flexible Mode that has a Purchase Date prior to the redemption date
established for that Bond pursuant to the preceding sentence shall be
redeemed on that Purchase Date. If such redemption shall occur in
accordance with the terms of the Agreement, then such failure by the
Company (or the Seabrook Transferee as described above) to observe such
covenant or agreement, or the inaccuracy of any such representation will
not, in and of itself, constitute a default thereunder.
If the Trustee receives written notice from any Bondowner stating that
(i) such Bondowner has been notified in writing by the Internal Revenue
Service that it proposes to include the interest on the Bonds in the gross
income of such owner for federal income tax purposes, or any other
proceeding has been instituted against such owner which may lead to a like
determination, and (ii) such owner will afford the Company the opportunity
to participate at its own expense in the proceeding, either directly or in
the name of such owner, until the conclusion of any appellate review, and
the Trustee has examined such written notice and it appears to be accurate
on its face, then the Trustee shall promptly give notice thereof to the
Company, the Authority, and each Bondowner whose Bonds may be affected.
The Trustee shall thereafter keep itself reasonably informed of the
progress of any administrative proceedings or litigation relating to such
notice. Under the Agreement the Company is required to give the Trustee
written notice of such a final determination within forty-five (45) days of
such final determination.
If less than all of the Outstanding Bonds are to be called for redem-
ption, the Bonds (or portions thereof) to be redeemed shall be selected as
provided in the Agreement with Bonds in the Weekly Mode being redeemed in
units of $100,000.
In the event this bond is selected for redemption, notice will be
mailed no more than forty-five (45) nor less than thirty (30) days prior to
the redemption date to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent. Failure to mail notice
to the owner of any other Bond or any defect in the notice to such an owner
shall not affect the redemption of this bond.
If this bond is of a denomination in excess of one hundred thousand
dollars ($100,000), portions of the principal amount in the amount of one
hundred thousand dollars ($100,000) or any multiple thereof may be
redeemed. If less than all of the principal amount is to be redeemed, upon
surrender of this bond to the Paying Agent, there will be issued to the
REGISTERED OWNER, without charge, a new Bond or Bonds, at the option of the
REGISTERED OWNER, for the unredeemed principal amount.
Notice of redemption having been duly mailed, this bond, or the
portion called for redemption, will become due and payable on the
redemption date at the applicable redemption price and, moneys for the
redemption having been deposited with the Paying Agent, from and after the
date fixed for redemption, interest on this bond (or such portion) will no
longer accrue.
IN CERTAIN CIRCUMSTANCES SET OUT HEREIN, THIS BOND (OR PORTION HEREOF)
IS SUBJECT TO PURCHASE OR REDEMPTION, IN EACH CASE UPON NOTICE TO OR FROM
THE OWNER HEREOF AS OF A DATE PRIOR TO SUCH PURCHASE OR REDEMPTION. IN
EACH SUCH EVENT AND UPON DEPOSIT OF THE PURCHASE OR REDEMPTION PRICE WITH
THE PAYING AGENT ON THE PURCHASE OR REDEMPTION DATE, AS THE CASE MAY BE,
THIS BOND (OR PORTION HEREOF) SHALL CEASE TO BE OUTSTANDING UNDER THE
AGREEMENT, INTEREST HEREON SHALL CEASE TO ACCRUE AS OF THE PURCHASE OR
REDEMPTION DATE, AND THE REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO
RECEIVE THE PURCHASE OR REDEMPTION PRICE SO DEPOSITED WITH THE PAYING AGENT
UPON SURRENDER OF THIS CERTIFICATE TO THE PAYING AGENT.
This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for cancellation. Upon the
transfer, a new Bond or Bonds in authorized denominations of the same
aggregate principal amount will be issued to the transferee at the same
office. No transfer will be effective unless represented by such surrender
and reissue. This bond may also be exchanged at the office of the Paying
Agent for a new Bond or Bonds in authorized denominations of the same
aggregate principal amount without transfer to a new registered owner.
Exchanges and transfers will be without expense to the owner except for
applicable taxes or other governmental charges, if any. The Paying Agent
will not be required to make an exchange or transfer of this bond (except
in connection with any optional or mandatory tender of this bond) (i) if
this bond (or any portion thereof) has been selected for redemption or (ii)
during the fifteen (15) days preceding any date fixed for selection for
redemption if this bond (or any portion thereof) is eligible to be selected
for redemption.
The Bonds are issuable only in fully registered form and while in the
Weekly Mode shall be in denominations of $100,000 or any multiple thereof.
The Authority, the Trustee, the Paying Agent and the Company may treat
the REGISTERED OWNER as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.
No director, officer, employee or agent of the Authority nor any
person executing this bond (by facsimile signature or otherwise) shall be
personally liable, either jointly or severally, hereon or be subject to any
personal liability or accountability by reason of the issuance hereof.
This bond will not be valid until the Certificate of Authentication
has been signed by the Trustee or the Paying Agent.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND ON THE BACK,
WHICH HAVE THE SAME EFFECT AS IF SET FORTH HERE.
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
(Seal) By:________________________________
Title:
By:________________________________
Title:
Certificate of Authentication
This bond is one of the Bonds described in the Agreement.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Date of Registration: By:____________________________, or
Authorized Signature
By: BANKAMERICA NATIONAL TRUST COMPANY, as
Paying Agent
By: __________________________
Authorized Signature
Assignment
For value received the undersigned sells, assigns and transfers this
bond to
_____________________________________________________________
(Name and Address of Assignee)
_____________________________________________________________
_____________________________________________________________
Social Security or Other Identifying Number of Assignee
and irrevocably appoints ________________________________ attorney-in-fact
to transfer it on the books kept for registration of the bond, with full
power of substitution.
___________________________________
NOTE: The signature to this assignment must
correspond with the name as written on the face of
the bond without alteration or enlargement or
other change and must be guaranteed by a
Participant in a Recognized Signature Guaranty
Medallion Program.
Dated:
Signature Guaranteed:
____________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By:_________________________________
Authorized Signature
The following abbreviations, when used in the inscription on the face
of this bond, shall be construed as though they were written out in full
according to applicable law.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety ______ Custodian _______
JT TEN - as joint tenants with rights (Cust) (Minor)
of survivorship and not as
tenants in common
Act ____________________
(State)
Additional abbreviations may also be used though not set forth in the list
above.
The following is the Bondowner's Election Notice described herein:
BONDOWNER'S ELECTION NOTICE
Business Finance Authority of the State of New
Hampshire Pollution Control Refunding Revenue Bonds
(Public Service Company of New Hampshire Project -
1993 Tax-Exempt Series E)
Principal Principal Amount Bond Purchase
Amount CUSIP Tendered for Purchase Numbers Date
The undersigned hereby certifies that it is the registered owner of the
Bonds described above (the "Tendered Bonds"), all of which are in the
Weekly Mode, and hereby agrees that the delivery of this instrument of
transfer to the Paying Agent constitutes an irrevocable offer to sell the
Tendered Bonds to the Company or its designee on the Purchase Date, which
shall be a Business Day at least seven (7) calendar days following delivery
of this instrument, at a purchase price equal to the unpaid principal
balance thereof plus accrued and unpaid interest thereon to the Purchase
Date (the "Purchase Price"). The undersigned acknowledges and agrees that
this election notice is irrevocable and that the undersigned will have no
further rights with respect to the Tendered Bonds except payment, upon
presentation and surrender of the Tendered Bonds, of the Purchase Price by
payment by wire or bank transfer within the continental United States from
the Paying Agent to the undersigned at its address as shown on the
registration books of the Paying Agent (i) on the Purchase Date if the
Tendered Bonds shall have been surrendered to the Paying Agent prior to
11:00 A.M., New York City time, on the Purchase Date or (ii) on any
Delivery Date subsequent to the Purchase Date on which Tendered Bonds are
delivered to the Paying Agent by 11:00 A.M., New York City time, provided
that for so long as the Bonds are in the Book-Entry Only System, physical
surrender of the Bonds to the Paying Agent shall not be required and the
Bonds shall be tendered pursuant to the procedures described in Subsection
303(g) of the First Supplement referred to below.
Except as otherwise indicated herein and unless the context otherwise
requires, the terms used herein shall have the meanings set forth in the
Series E Loan and Trust Agreement dated as of May 1, 1991 and in the First
Supplement dated as of December 1, 1993 relating to the Bonds.
Date: _________________ Signature(s)
___________________________________
___________________________________
___________________________________
___________________________________
Street City State Zip
IMPORTANT: The above signature(s) must correspond with the name(s) as
set forth on the face of the Tendered Bond(s) with respect to which this
Bondowner's Election Notice is being delivered without any change wha-
tsoever. If this notice is signed by a person other than the registered
owner of any Tendered Bond(s), the Tendered Bond(s) must be either endorsed
on the Assignment appearing on each Bond or accompanied by appropriate bond
powers, in each case signed exactly as the name or names of the registered
owner or owners appear on the bond register. The method of presenting this
notice to the Paying Agent is the choice of the person making such
presentation. If it is made by mail, it should be by registered mail with
return receipt requested.
* * *
(c) Form of Multiannual Bond. The 1993 Series E Bonds may be issued
in the Multiannual Mode in substantially the form prescribed below.
$____________ No. R-
ANY BONDOWNER WHO FAILS TO DELIVER A BOND FOR PURCHASE AT THE TIMES AND AT
THE PLACE REQUIRED HEREIN SHALL HAVE NO FURTHER RIGHTS HEREUNDER EXCEPT THE
RIGHT TO RECEIVE THE PURCHASE PRICE HEREOF UPON PRESENTATION AND SURRENDER
OF THIS BOND TO THE PAYING AGENT AS DESCRIBED HEREIN, AND SHALL HOLD THIS
BOND AS AGENT FOR THE PAYING AGENT.
UNITED STATES OF AMERICA
STATE OF NEW HAMPSHIRE
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
Pollution Control Refunding Revenue Bond
(Public Service Company of New Hampshire
Project - 1993 Tax-Exempt Series E)
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
INTEREST PAYMENT DATES: (i) the first day of the sixth full calendar
month after the Mode takes effect and the
first day of each sixth calendar month there-
after, and (ii) the Maturity Date.
CURRENT EFFECTIVE DATE:
INTEREST RATE:
(To Next Purchase Date)
NEXT PURCHASE DATE:
COMMENCEMENT DATE OF RATE PERIOD:
MATURITY DATE: May 1, 2021
DATE OF THIS BOND:
(Date as of which Bonds of this
series were initially issued.)
MODE: Multiannual
CUSIP:
THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF NEW
HAMPSHIRE OR OF THE AUTHORITY EXCEPT TO THE EXTENT PERMITTED BY NEW
HAMPSHIRE RSA CHAPTER 162-I. ALL AMOUNTS OWED HEREUNDER ARE PAYABLE ONLY
FROM THE SOURCES PROVIDED IN THE LOAN AND TRUST AGREEMENT DESCRIBED BELOW,
AND NO PUBLIC FUNDS MAY BE USED FOR THAT PURPOSE.
The Business Finance Authority of the State of New Hampshire (the
"Authority"), for value received, promises to pay to the REGISTERED OWNER,
or registered assigns, but solely from the moneys to be provided under the
Agreement mentioned below, upon presentation and surrender hereof, in
lawful money of the United States of America, the PRINCIPAL AMOUNT on the
MATURITY DATE, unless paid earlier as provided below, with interest from
the most recent INTEREST PAYMENT DATE to which interest has been paid or
duly provided for or, if no interest has been paid, from the DATE OF THIS
BOND set forth above, until paid in full, at the rates set forth below,
payable on each INTEREST PAYMENT DATE. Until conversion to the Flexible,
Weekly or Fixed Rate as provided below, this bond shall bear interest at
the Multiannual Rate. The Multiannual Rate shall be the rate of interest
determined by the Remarketing Agent designated as provided in the Agreement
(herein, with its successors, the "Remarketing Agent"), for each Rate
Period, as defined below, to be the lowest rate which in its judgment, on
the basis of prevailing financial market conditions, would permit the sale
of the Bonds (as defined below) with the same Rate Period at par plus
accrued interest on and as of the Effective Date, as defined below. If
this bond is converted to the Flexible, Weekly, or Fixed Rate Mode it shall
bear interest at the Flexible, Weekly or Fixed Rate, as the case may be, as
defined in the Agreement. The Remarketing Agent shall determine the
initial Multiannual Rate on or before the date of issue in or of conversion
to the Multiannual Mode, which rate shall remain in effect as provided in
the Agreement. Thereafter, the Remarketing Agent shall redetermine the
Multiannual Rate for each Rate Period as provided below. If any payment,
redemption or maturity date for principal, premium or interest shall not be
a Business Day, then the payment thereof may be made on the next succeeding
Business Day with the same force and effect as if made on the specified
payment date and no interest shall accrue for the period after the
specified payment date.
This bond is one of a series of Pollution Control Refunding Revenue
Bonds (Public Service Company of New Hampshire Project - 1993 Tax-Exempt
Series E) (the "Bonds") in the aggregate principal amount of $44,800,000
issued under New Hampshire RSA Chapter 162-I (the "Act"). The proceeds of
the Bonds are being loaned to Public Service Company of New Hampshire (the
"Company"), a New Hampshire corporation, pursuant to a Series E Loan and
Trust Agreement dated as of May 1, 1991, as supplemented and amended by a
First Supplement dated as of December 1, 1993 (the "Agreement") among the
Company, the Authority and State Street Bank and Trust Company, as Trustee
(the "Trustee") to refund a like principal amount of the Authority's
$114,500,000 Pollution Control Revenue Bonds (Public Service Company of New
Hampshire Project - 1991 Taxable Series E) (the "1991 Bonds"), which were
originally issued to finance certain costs associated with the Company's
ownership interest in air or water pollution control and sewage or solid
waste disposal facilities installed for use by Unit No. 1 at the nuclear
electric generating station (the "Station") in Seabrook, New Hampshire (the
"Project Facilities"). Pursuant to the Agreement, the Company has
unconditionally agreed to repay such loan in the amounts and at the times
necessary to pay the principal of, premium, if any, and interest on the
Bonds when due. To evidence and secure such loan and the Company's
reimbursement and certain other obligations, if any, under the
Reimbursement Agreement, (as defined in the Agreement), the Company has
issued and delivered to the Trustee its First Mortgage Bonds, Series G (the
"Series G First Mortgage Bonds") issued under the First Mortgage Indenture
dated as of August 15, 1978, as amended, and the Tenth Supplemental
Indenture thereto dated as of May 1, 1991 between the Company and First
Fidelity Bank, National Association, New Jersey, as Trustee (as amended and
supplemented from time to time, the "First Mortgage Bond Indenture") in an
aggregate principal amount, and with an interest rate, maturity date and
redemption provisions corresponding to those of the Bonds and certain other
bonds issued under the Agreement, including the 1991 Bonds. As provided in
the Agreement, payments of principal of, and premium, if any, and interest
on the Series G First Mortgage Bonds shall, upon receipt by the Trustee, be
deemed to constitute payments in corresponding amounts by the Company in
respect of the Bonds and certain other bonds issued under the Agreement,
including the 1991 Bonds. Reference is hereby made to the Agreement for
the provisions thereof with respect to the rights, limitations of rights,
duties, obligations and immunities of the Company, the Authority, the
Trustee, the Paying Agent, and the Bondowners, including the order of
payments in the event of insufficient funds, the disposition of unclaimed
moneys held by the Trustee and restrictions on the rights of owners of the
Bonds to bring suit. The Agreement may be amended to the extent and in the
manner provided therein. Copies of the Agreement are available for
inspection at the corporate trust office of the Trustee.
In case any Event of Default occurs and is continuing, the principal
amount of this bond together with accrued interest may become or be
declared immediately due and payable in the manner and with the effect
provided in the Agreement.
Unless otherwise defined herein, capitalized terms used in this bond
shall have the meaning given them in the Agreement. The following terms
are defined as follows:
"Business Day" means a day (i) that is not a Sunday or legal holiday
or a day on which banking institutions are authorized pursuant to law to
close, (ii) that is not a day on which the corporate trust office of the
First Mortgage Bond Trustee is not open for business, (iii) that is a day
on which banks are not required or authorized to close in New York, New
York, and (iv) that is a day on which banking institutions in all of the
cities in which the principal offices of the Trustee and the Paying Agent
and, if applicable, the Remarketing Agent and the Bank (as defined in the
Agreement) are located are not required or authorized to remain closed and
on which the New York Stock Exchange is not closed.
"Effective Date" means, with respect to a Bond in the Flexible, Weekly
and Multiannual Modes, the date on which a new Rate Period for that Bond
takes effect.
"Mode" means the period for and the manner in which the interest rates
on the Bonds are set and includes the Flexible Mode, the Weekly Mode, the
Multiannual Mode and the Fixed Rate Mode.
"Purchase Date" means, while this bond is in a Multiannual Mode, the
date on which this bond shall be required to be purchased pursuant to a
mandatory tender in accordance with the provisions hereof.
"Rate Period" or "Period" means, when used with respect to any
particular rate of interest for a Bond in the Flexible, Weekly or
Multiannual Mode, the period during which such rate of interest determined
for such Bond will remain in effect as described herein.
At the option of the Company and upon certain conditions provided for
in the Agreement described below, all or a portion of the Bonds (a) may be
converted or reconverted from time to time to or from the Weekly Mode or
Multiannual Mode, which means that the Rate Period is, respectively, one
week or one year or any multiple of one year, (b) may be converted or
reconverted from time to time to or from the Flexible Mode, and will have
Rate Periods of from one to 270 days as provided herein, or (c) may be
converted to the Fixed Rate Mode; provided, however, that in the
Multiannual Mode the first rate period occurring after conversion to such
Mode may be shorter or longer than the applicable multiple of one year as
provided in the Agreement. While this bond is in the Multiannual Mode, a
new interest rate shall take effect on the date such Mode takes effect and
thereafter on the INTEREST PAYMENT DATE ending the Rate Period designated
by the Company.
While this bond is in the Multiannual Mode, conversions to any other
Mode, or conversions to new Rate Periods of the same or different lengths
while in the Multiannual Mode, may take place only on a date which would
have been an Effective Date for this bond, or if conversion is to the
Flexible or Weekly Mode and such day is not a Business Day, the first
Business Day thereafter. Conversion of this bond to another Mode, or to a
new Rate Period in the Multiannual Mode of the same or a different length,
shall be subject to the conditions set forth in the Agreement. In the
event that the conditions for a proposed conversion to a new Mode, or to a
new Rate Period in the Multiannual Mode of the same or different length,
are not met (i) such new Mode or Rate Period shall not take effect on the
proposed conversion date, notwithstanding any prior notice to the
Bondowners of such conversion and (ii) this bond shall automatically
convert to the Flexible Mode with a Rate Period of one day. In no event
shall the failure of this bond to be converted to another Mode or Rate
Period be deemed to be a Default or an Event of Default under the Agreement
as long as the Purchase Price (as defined below) is made available on the
failed conversion date to owners of all Bonds that were to have been
converted.
When this bond is in any Multiannual Mode, the Multiannual Rate in
effect for each Rate Period (the "Effective Rate" for such Period) shall be
determined not later than two (2) Business Days prior to the Effective
Date. If the Remarketing Agent fails to make such determination or fails
to announce the Effective Rate as required with respect to any Bonds in the
Multiannual Mode, or if for any reason such manner of determination shall
be determined to be invalid or unenforceable, the rate to take effect on
any Effective Date shall be automatically converted to the Flexible Mode
with a Rate Period of one day. The Remarketing Agent shall announce the
Effective Rate by telephone to the Paying Agent on the date of
determination thereof, and shall promptly confirm such notice in writing.
Each determination and redetermination of the Multiannual Rate shall
be conclusive and binding on the Authority, the Trustee, the Paying Agent,
the Company, the Bondowners and, if applicable, the Bank.
While this bond is in the Multiannual Mode, interest shall be computed
on the basis of a 360-day year consisting of twelve 30-day months. From
and after the date on which this bond becomes due, any unpaid principal
will bear interest at the then effective interest rate until paid or duly
provided for.
While this bond is in the Multiannual Mode, the principal of and
premium, if any, on this bond are payable when due by check or draft in
clearinghouse funds to the REGISTERED OWNER hereof but only upon
presentation and surrender of this bond at the office of
_______________________________, ____________________,
______________________, as Paying Agent, (with its successors in such
capacity, the "Paying Agent"). Interest on this bond while in the
Multiannual Mode is payable by check or draft in clearinghouse funds mailed
on the applicable payment date by the Paying Agent to the REGISTERED OWNER,
determined as of the close of business on the applicable record date, at
its address as shown on the registration books. The Purchase Price (as
defined below) of Bonds tendered for purchase shall be paid as provided
below.
The record date for payment of interest while this bond is in the
Multiannual Mode is the fifteenth day of the month immediately preceding
the date on which the interest is to be paid, provided that with respect to
overdue interest or interest payable on redemption of this bond other than
on an INTEREST PAYMENT DATE or interest on any overdue amount, the Trustee
may establish a special record date. The special record date may be not
more than thirty (30) days before the date set for payment. The Paying
Agent will mail notice of a special record date to the Bondowners at least
ten (10) days before the special record date. The Paying Agent will
promptly certify to the Authority, the Trustee and the Remarketing Agent
that it has mailed such notice to all Bondowners, and such certificate will
be conclusive evidence that notice was given in the manner required hereby.
While this bond is in the Multiannual Mode, this bond is subject to
mandatory tender for purchase at a price (the "Purchase Price") equal to
100% of the principal amount thereof, plus accrued interest, if any, on
each Effective Date. THE OWNER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES
TO SELL AND SURRENDER THIS BOND IN ACCORDANCE WITH THE PROVISIONS OF THE
AGREEMENT AND, ON THE PURCHASE DATE, TO SURRENDER THIS BOND TO THE PAYING
AGENT FOR PAYMENT OF THE PURCHASE PRICE. UPON DEPOSIT OF THE PURCHASE
PRICE WITH THE PAYING AGENT ON THE PURCHASE DATE, THIS BOND SHALL BE DEEMED
TENDERED FOR PURCHASE AND SHALL CEASE TO BE OUTSTANDING UNDER THE
AGREEMENT, INTEREST HEREON SHALL CEASE TO ACCRUE AS OF THE PURCHASE DATE,
AND THE REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO RECEIVE THE
PURCHASE PRICE SO DEPOSITED WITH THE PAYING AGENT UPON SURRENDER OF THIS
CERTIFICATE TO THE PAYING AGENT. All deliveries of tendered Bonds shall be
made to the Paying Agent at ________________, New York, New York,
Attention: ______________, or such other address specified in writing by
the Paying Agent to the Bondowners.
The Purchase Price of this bond shall be paid to the REGISTERED OWNER
by the Paying Agent on the Delivery Date, which shall be the Purchase Date
or any subsequent Business Day on which this bond is delivered to the
Paying Agent. The Purchase Price of this bond shall be paid only upon
surrender of this bond to the Paying Agent as provided herein. From and
after the Purchase Date, no further interest on this bond shall be payable
to the REGISTERED OWNER, provided that there are sufficient funds available
on the Purchase Date to pay the Purchase Price. The Purchase Price of
Bonds is payable for Bonds in the Multiannual Mode by check or draft in
clearinghouse funds from the Paying Agent to the REGISTERED OWNER at its
address shown on the registration books maintained by the Paying Agent. If
on any date this bond is subject to mandatory tender for purchase, payment
of the Purchase Price of this bond to such owner shall be made on the
Purchase Date if presentation and surrender of this bond is made prior to
11:00 A.M., New York City time, on the Purchase Date or on such later
Business Day upon which presentation and surrender of this bond is made
prior to 11:00 A.M., New York City time.
In the Multiannual Mode and after the expiration of the applicable No
Call Period (measured from the COMMENCEMENT DATE OF RATE PERIOD) set forth
in the following schedule, the Bonds shall be subject to redemption at the
direction of the Company in whole or in part at any time at the following
redemption prices expressed as a percentage of the principal amount
redeemed, plus interest accrued to the redemption date:
Length of
Multiannual Redemption
Rate Period No Call Period Price
Greater than 15 years 10 years 102%, declining by 1/2%
on each succeeding anni-
versary of the end of the
no call period until
reaching 100% and
thereafter at 100%
Greater than 10, but not 8 years 101 1/2%, declining
greater than 15 years by 1/2% on each suc-
ceeding anniversary of
the end of the no call
period until reaching
100% and thereafter at
100%
Greater than 5, but not 5 years 101%, declining by
greater than 10 years 1/2% on the next
anniversary of the end of
the no call period and
there-after at 100%
5 years or less Bonds not subject to
optional redemption
until commencement of
next Rate Period.
In addition, at the option of the Company, the Bonds in the
Multiannual Mode are subject to redemption prior to maturity as a whole at
any time at 100% of the principal amount thereof, plus accrued interest to
the redemption date, within nine (9) months of the occurrence of certain
extraordinary events consisting of (a) damage or destruction, or loss of
title by eminent domain, to the Station or the Project Facilities, (b)
changes in law affecting the enforceability of the Agreement or imposing
unreasonable burdens or excessive liabilities on the Company relating to
the Station or the Project Facilities or their operation, (c) the enjoining
or prohibiting of the operation of the Station or the Project Facilities,
or (d) changes in the economic availability of fuel, materials, supplies,
labor, equipment or other properties or things rendering the continued
operation of the Station uneconomical, all as more fully described in the
Agreement. The Company's right to direct the redemption of the Bonds in
the Multiannual Mode upon the occurrence of any event listed above shall
expire six (6) months after such event occurs.
The Bonds are subject to mandatory redemption at any time at a
redemption price of 100% of the principal amount of the Bonds so redeemed
plus accrued interest in the event (i) the Company delivers to the Trustee
an opinion of nationally recognized bond counsel selected by the Company
and reasonably satisfactory to the Trustee ("Bond Counsel") stating that
interest on the Bonds is or will become includable in gross income of the
owners thereof for federal income tax purposes, or (ii) it is finally
determined by the Internal Revenue Service or a court of competent
jurisdiction, as a result of (A) a proceeding in which the Company has
participated or been given notice and an opportunity to participate, and,
(B) either (1) a failure by the Company (or the Seabrook Transferee as
defined in the Agreement) to observe any covenant or agreement undertaken
in or pursuant to the Agreement, or the inaccuracy of any representation
made by the Company (or the Seabrook Transferee) in or pursuant to the
Agreement, or (2) the Seabrook Transfer (as defined in the Agreement), that
interest payable on the Bonds is includable for federal income tax purposes
in the gross income of any owner thereof (other than an owner which is a
"substantial user" or a "related person" within the meaning of Section
147(a) of the Internal Revenue Code of 1986). Any determination under
clause (ii) above will not be considered final for this purpose until the
earliest of the conclusion of any appellate review, the denial of appellate
review or the expiration of the period for seeking appellate review.
Redemption under this paragraph shall be in whole unless not less than
forty-five (45) days prior to the redemption date the Company delivers to
the Trustee an opinion of Bond Counsel reasonably satisfactory to the
Trustee to the effect that a redemption of less than all of the Bonds will
preserve the tax-exempt status of interest on the remaining Bonds
outstanding subsequent to such redemption. Except as provided in the next
sentence, any such redemption shall be made on the 90th day after the date
on which the opinion described in clause (i) is delivered or the
determination described in clause (ii) becomes final or on such earlier
date as the Company may designate by notice given to the Trustee at least
forty-five (45) days prior to such designated date. Any Bond in the
Flexible Mode that has a Purchase Date prior to the redemption date
established for that Bond pursuant to the preceding sentence shall be
redeemed on that Purchase Date. If such redemption shall occur in
accordance with the terms of the Agreement, then such failure by the
Company (or the Seabrook Transferee as described above) to observe such
covenant or agreement, or the inaccuracy of any such representation will
not, in and of itself, constitute a default thereunder.
If the Trustee receives written notice from any Bondowner stating that
(i) such Bondowner has been notified in writing by the Internal Revenue
Service that it proposes to include the interest on the Bonds in the gross
income of such owner for federal income tax purposes, or any other
proceeding has been instituted against such owner which may lead to a like
determination, and (ii) such owner will afford the Company the opportunity
to participate at its own expense in the proceeding, either directly or in
the name of such owner, until the conclusion of any appellate review, and
the Trustee has examined such written notice and it appears to be accurate
on its face, then the Trustee shall promptly give notice thereof to the
Company, the Authority, and each Bondowner whose Bonds may be affected.
The Trustee shall thereafter keep itself reasonably informed of the
progress of any administrative proceedings or litigation relating to such
notice. Under the Agreement the Company is required to give the Trustee
written notice of such a final determination within forty-five (45) days of
such final determination.
If less than all of the outstanding Bonds are to be called for redem-
ption, the Bonds (or portions thereof) to be redeemed shall be selected as
provided in the Agreement with Bonds in the Multiannual Mode being redeemed
in units of $5,000.
In the event this bond is selected for redemption, notice will be
mailed no more than forty-five (45) nor less than thirty (30) days prior to
the redemption date to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent. Failure to mail notice
to the owner of any other Bond or any defect in the notice to such an owner
shall not affect the redemption of this bond.
If this bond is of a denomination in excess of five thousand dollars
($5,000), portions of the principal amount in the amount of five thousand
dollars ($5,000) or any multiple thereof may be redeemed. If less than all
of the principal amount is to be redeemed, upon surrender of this bond to
the Paying Agent, there will be issued to the REGISTERED OWNER, without
charge, a new Bond or Bonds, at the option of the REGISTERED OWNER, for the
unredeemed principal amount.
Notice of redemption having been duly mailed, this bond, or the
portion called for redemption, will become due and payable on the
redemption date at the applicable redemption price and, moneys for the
redemption having been deposited with the Paying Agent, from and after the
date fixed for redemption, interest on this bond (or such portion) will no
longer accrue.
IN CERTAIN CIRCUMSTANCES SET OUT HEREIN, THIS BOND (OR PORTION HEREOF)
IS SUBJECT TO PURCHASE OR REDEMPTION. IN EACH SUCH EVENT AND UPON DEPOSIT
OF THE PURCHASE OR REDEMPTION PRICE WITH THE PAYING AGENT ON THE PURCHASE
OR REDEMPTION DATE, AS THE CASE MAY BE, THIS BOND (OR PORTION HEREOF) SHALL
CEASE TO BE DEEMED TO BE OUTSTANDING UNDER THE AGREEMENT, INTEREST HEREON
SHALL CEASE TO ACCRUE AS OF THE PURCHASE OR REDEMPTION DATE, AND THE
REGISTERED OWNER HEREOF SHALL BE ENTITLED ONLY TO RECEIVE THE PURCHASE OR
REDEMPTION PRICE SO DEPOSITED WITH THE PAYING AGENT ONLY UPON SURRENDER OF
THIS CERTIFICATE TO THE PAYING AGENT.
This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the office of the Paying Agent,
upon surrender of this bond to the Paying Agent for cancellation. Upon the
transfer, a new Bond or Bonds in authorized denominations of the same
aggregate principal amount will be issued to the transferee at the same
office. No transfer will be effective unless represented by such surrender
and reissue. This bond may also be exchanged at the office of the Paying
Agent for a new Bond or Bonds in authorized denominations of the same
aggregate principal amount without transfer to a new registered owner.
Exchanges and transfers will be without expense to the owner except for
applicable taxes or other governmental charges, if any. The Paying Agent
will not be required to make an exchange or transfer of this bond (except
in connection with any optional or mandatory tender of this bond) (i) if
this bond (or any portion thereof) has been selected for redemption or (ii)
during the fifteen (15) days preceding any date fixed for selection for
redemption if this bond (or any portion thereof) is eligible to be selected
for redemption.
The Bonds are issuable only in fully registered form in denominations
of five thousand dollars ($5,000) or any multiple thereof.
The Authority, the Trustee, the Paying Agent and the Company may treat
the REGISTERED OWNER as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.
No director, officer, employee or agent of the Authority nor any
person executing this bond (by facsimile signature or otherwise) shall be
personally liable, either jointly or severally, hereon or be subject to any
personal liability or accountability by reason of the issuance hereof.
This bond will not be valid until the Certificate of Authentication
has been signed by the Trustee or the Paying Agent.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND ON THE BACK,
WHICH HAVE THE SAME EFFECT AS IF SET FORTH HERE.
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
(Seal)
By:________________________________
Title:
By:________________________________
Title:
Certificate of Authentication
This bond is one of the Bonds described in the Agreement.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Date of Registration: By:____________________________, or
Authorized Signature
By: _____________________________, as Paying
Agent
By: __________________________
Authorized Signature
Assignment
For value received the undersigned sells, assigns and transfers this
bond to
_____________________________________________________________
(Name and Address of Assignee)
_____________________________________________________________
_____________________________________________________________
Social Security or Other Identifying Number of Assignee
and irrevocably appoints ________________________________ attorney-in-fact
to transfer it on the books kept for registration of the bond, with full
power of substitution.
___________________________________
NOTE: The signature to this assignment must
correspond with the name as written on the face of
the bond without alteration or enlargement or
other change and must be guaranteed by a
Participant in a Recognized Signature Guaranty
Medallion Program.
Dated:
Signature Guaranteed:
____________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By:_________________________________
Authorized Signature
The following abbreviations, when used in the inscription on the face
of this bond, shall be construed as though they were written out in full
according to applicable law.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety ______ Custodian _______
JT TEN - as joint tenants with rights (Cust) (Minor)
of survivorship and not as
tenants in common
Act ____________________
(State)
Additional abbreviations may also be used though not set forth in the list
above.
(d) Form of Fixed Rate Bond. The 1993 Series E Bonds may be issued
in the Fixed Rate Mode in substantially the form prescribed below.
$____________ No. R-
UNITED STATES OF AMERICA
STATE OF NEW HAMPSHIRE
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
Pollution Control Refunding Revenue Bond
(Public Service Company of New Hampshire
Project - 1993 Tax-Exempt Series E)
INTEREST RATE: CUSIP:
MATURITY DATE: May 1, 2021
DATE OF THIS BOND:
(Date as of which Bonds of this
series were initially issued.)
INTEREST PAYMENT DATES: May 1 and November 1
(but not before
______, ____)
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE STATE OF NEW
HAMPSHIRE OR OF THE AUTHORITY EXCEPT TO THE EXTENT PERMITTED BY NEW
HAMPSHIRE RSA CHAPTER 162-I. ALL AMOUNTS OWED HEREUNDER ARE PAYABLE ONLY
FROM THE SOURCES PROVIDED IN THE LOAN AND TRUST AGREEMENT DESCRIBED BELOW,
AND NO PUBLIC FUNDS MAY BE USED FOR THAT PURPOSE.
The Business Finance Authority of the State of New Hampshire (the
"Authority"), for value received promises to pay to the REGISTERED OWNER,
or registered assigns, but solely from the moneys to be provided under the
Agreement mentioned below, upon presentation and surrender hereof, in
lawful money of the United States of America, the PRINCIPAL AMOUNT on the
MATURITY DATE, unless paid earlier as provided below, with interest
(computed on the basis of a 360-day year consisting of twelve 30-day
months) from the most recent INTEREST PAYMENT DATE to which interest has
been paid or duly provided for or, if no interest has been paid, from the
DATE OF THIS BOND, at the INTEREST RATE per annum, payable semiannually on
the INTEREST PAYMENT DATES, until the date on which this bond becomes due,
whether at maturity or by acceleration or redemption. From and after that
date, any unpaid principal will bear interest at the same rate until paid
or duly provided for. The principal and premium, if any, of this bond is
payable in clearinghouse funds at the office of
_____________________________, as Paying Agent (with its successors, the
"Paying Agent"). Interest is payable by check or draft in clearinghouse
funds mailed by the Paying Agent to the REGISTERED OWNER of this bond (or
of one or more predecessor or successor Bonds (as defined below)),
determined as of the close of business on the applicable record date, at
its address as shown on the registration books maintained by the Paying
Agent. If any payment, redemption or maturity date for principal, premium
or interest shall be (i) a Sunday or a legal holiday, or (ii) a day on
which banking institutions are authorized pursuant to law to close and on
which the corporate trust office of the Trustee or the First Mortgage Bond
Trustee is not open for business, then the payment thereof may be made on
the next succeeding day not a day specified in (i) or (ii) with the same
force and effect as if made on the specified payment date and no interest
shall accrue for the period after the specified payment date.
The record date for payment of interest is the fifteenth day of the
month preceding the date on which the interest is to be paid, provided
that, with respect to overdue interest or interest payable on redemption of
this bond other than on an INTEREST PAYMENT DATE or interest on any overdue
amount, the Trustee (as defined below) may establish a special record date.
The special record date may be not more than thirty (30) days before the
date set for payment. The Paying Agent will mail notice of a special
record date to the registered owners of the Bonds (the "Bondowners") at
least ten (10) days before the special record date. The Paying Agent will
promptly certify to the Authority and the Trustee that it has mailed such
notice to all Bondowners, and such certificate will be conclusive evidence
that such notice was given in the manner required hereby.
This bond is one of a series of Pollution Control Refunding Revenue
Bonds (Public Service Company of New Hampshire Project - 1993 Tax-Exempt
Series E) (the "Bonds") in the aggregate principal amount of $44,800,000
issued under New Hampshire RSA Chapter 162-I (the "Act"). The proceeds of
the Bonds are being loaned to Public Service Company of New Hampshire (the
"Company"), a New Hampshire corporation, pursuant to a Series E Loan and
Trust Agreement dated as of May 1, 1991, as supplemented and amended by a
First Supplement dated as of December 1, 1993 (the "Agreement") among the
Company, the Authority and State Street Bank and Trust Company, as Trustee
(the "Trustee") to refund a like principal amount of the Authority's
$114,500,000 Pollution Control Revenue Bonds (Public Service Company of New
Hampshire Project - 1991 Taxable Series E) (the "1991 Bonds"), which were
originally issued to finance certain costs associated with the Company's
ownership interest in air or water pollution control and sewage or solid
waste disposal facilities installed for use by Unit No. 1 at the nuclear
electric generating station (the "Station") in Seabrook, New Hampshire (the
"Project Facilities"). Pursuant to the Agreement, the Company has
unconditionally agreed to repay such loan in the amounts and at the times
necessary to pay the principal of, premium, if any, and interest on the
Bonds when due. To evidence and secure such loan and the Company's
reimbursement and certain other obligations, if any, under the
Reimbursement Agreement (as defined in the Agreement), the Company has
issued and delivered to the Trustee its First Mortgage Bonds, Series G (the
"Series G First Mortgage Bonds") issued under the First Mortgage Indenture
dated as of August 15, 1978, as amended, and the Tenth Supplemental
Indenture thereto dated as of May 1, 1991 between the Company and First
Fidelity Bank, National Association, New Jersey, as Trustee (as amended and
supplemented from time to time, the "First Mortgage Bond Indenture") in an
aggregate principal amount, and with an interest rate, maturity date and
redemption provisions corresponding to those of the Bonds and certain other
bonds issued under the Agreement, including the 1991 Bonds. As provided in
the Agreement, payments of principal of, and premium, if any, and interest
on the Series G First Mortgage Bonds shall, upon receipt by the Trustee, be
deemed to constitute payments in corresponding amounts by the Company in
respect of the Bonds and certain other bonds issued under the Agreement,
including the 1991 Bonds. Reference is hereby made to the Agreement for
the provisions thereof with respect to the rights, limitations of rights,
duties, obligations and immunities of the Company, the Authority, the
Trustee, the Paying Agent, and the Bondowners, including the order of
payments in the event of insufficient funds, the disposition of unclaimed
moneys held by the Trustee and restrictions on the rights of owners of the
Bonds to bring suit. The Agreement may be amended to the extent and in the
manner provided therein. Copies of the Agreement are available for
inspection at the corporate trust office of the Trustee.
In case any Event of Default (as defined in the Agreement) occurs and
is continuing, the principal amount of this bond together with accrued
interest may be declared due and payable in the manner and with the effect
provided in the Agreement.
The Bonds are redeemable pursuant to the Agreement prior to maturity
beginning on _________, ____, at the option of the Authority by direction
of the Company, as a whole or in part at any time, at the following prices
expressed in percentages of their principal amount, plus accrued interest
to the redemption date:
Period During Which Redeemed Redemption Price
%
[Table to be prepared upon Fixed Rate conversion. The table shall be based
on redemption schedule established for the bond in the Multiannual Mode.]
In addition, at the option of the Company, this bond is subject to
redemption prior to maturity at 100% of the principal amount thereof, plus
accrued interest to the redemption date within nine (9) months of the
occurrence of certain extraordinary events consisting of (a) damage or
destruction, or loss of title by eminent domain, to the Station or the
Project Facilities, (b) changes in law affecting the enforceability of the
Agreement or imposing unreasonable burdens or excessive liabilities on the
Company relating to the Station or the Project Facilities or their
operation, (c) the enjoining or prohibiting of the operation of the Station
or the Project Facilities, or (d) changes in the economic availability of
fuel, materials, supplies, labor, equipment or other properties or things
rendering the continued operation of the Station uneconomical, all as more
fully described in the Agreement. The Company's right to direct the
redemption of this bond upon the occurrence of any event listed above shall
expire six (6) months after such event occurs.
The Bonds are subject to mandatory redemption at any time at a
redemption price of 100% of the principal amount of the Bonds so redeemed
plus accrued interest in the event (i) the Company delivers to the Trustee
an opinion of nationally recognized bond counsel selected by the Company
and reasonably satisfactory to the Trustee ("Bond Counsel") stating that
interest on the Bonds is or will become includable in gross income of the
owners thereof for federal income tax purposes, or (ii) it is finally
determined by the Internal Revenue Service or a court of competent
jurisdiction, as a result of (A) a proceeding in which the Company has
participated or been given notice and an opportunity to participate, and,
(B) either (1) a failure by the Company (or the Seabrook Transferee as
defined in the Agreement) to observe any covenant or agreement undertaken
in or pursuant to the Agreement, or the inaccuracy of any representation
made by the Company (or the Seabrook Transferee) in or pursuant to the
Agreement, or (2) the Seabrook Transfer (as defined in the Agreement), that
interest payable on the Bonds is includable for federal income tax purposes
in the gross income of any owner thereof (other than an owner which is a
"substantial user" or a "related person" within the meaning of Section
147(a) of the Internal Revenue Code of 1986). Any determination under
clause (ii) above will not be considered final for this purpose until the
earliest of the conclusion of any appellate review, the denial of appellate
review or the expiration of the period for seeking appellate review.
Redemption under this paragraph shall be in whole unless not less than
forty-five (45) days prior to the redemption date the Company delivers to
the Trustee an opinion of Bond Counsel reasonably satisfactory to the
Trustee to the effect that a redemption of less than all of the Bonds will
preserve the tax-exempt status of interest on the remaining Bonds
outstanding subsequent to such redemption. Except as provided in the next
sentence, any such redemption shall be made on the 90th day after the date
on which the opinion described in clause (i) is delivered or the
determination described in clause (ii) becomes final or on such earlier
date as the Company may designate by notice given to the Trustee at least
forty-five (45) days prior to such designated date. Any Bond in the
Flexible Mode that has a Purchase Date prior to the redemption date
established for that Bond pursuant to the preceding sentence shall be
redeemed on that Purchase Date. If such redemption shall occur in
accordance with the terms of the Agreement, then such failure by the
Company (or the Seabrook Transferee as described above) to observe such
covenant or agreement, or the inaccuracy of any such representation will
not, in and of itself, constitute a default thereunder.
If the Trustee receives written notice from any Bondowner stating that
(i) such Bondowner has been notified in writing by the Internal Revenue
Service that it proposes to include the interest on the Bonds in the gross
income of such owner for federal income tax purposes, or any other
proceeding has been instituted against such owner which may lead to a like
determination, and (ii) such owner will afford the Company the opportunity
to participate at its own expense in the proceeding, either directly or in
the name of such owner, until the conclusion of any appellate review, and
the Trustee has examined such written notice and it appears to be accurate
on its face, then the Trustee shall promptly give notice thereof to the
Company, the Authority, and each Bondowner whose Bonds may be affected.
The Trustee shall thereafter keep itself reasonably informed of the
progress of any administrative proceedings or litigation relating to such
notice. Under the Agreement the Company is required to give the Trustee
written notice of such a final determination within forty-five (45) days of
such final determination.
If less than all of the outstanding Bonds are to be called for
redemption, the Bonds (or portions thereof) to be redeemed shall be
selected as provided in the Agreement.
In the event this bond is selected for redemption, notice will be
mailed no more than forty-five (45) nor less than thirty (30) days prior to
the redemption date to the REGISTERED OWNER at its address shown on the
registration books maintained by the Paying Agent. Failure to mail notice
to the owner of any other Bond or any defect in the notice to such an owner
shall not affect the redemption of this bond.
If this bond is of a denomination in excess of five thousand dollars
($5,000), portions of the principal amount in the amount of five thousand
dollars ($5,000) or any multiple thereof may be redeemed. If less than all
of the principal amount is to be redeemed, upon surrender of this bond to
the Paying Agent, there will be issued to the REGISTERED OWNER, without
charge, a new Bond or Bonds, at the option of the REGISTERED OWNER, for the
unredeemed principal amount.
Notice of redemption having been duly mailed, this bond, or the
portion called for redemption, will become due and payable on the
redemption date at the applicable redemption price and, moneys for the
redemption having been deposited with the Paying Agent, from and after the
date fixed for redemption, interest on this bond (or such portion) will no
longer accrue.
This bond is transferable by the REGISTERED OWNER, in person or by its
attorney duly authorized in writing, at the office of the Paying Agent,
upon surrender of this Bond to the Paying Agent for cancellation. Upon the
transfer, a new Bond or Bonds in authorized denominations of the same
aggregate principal amount will be issued to the transferee at the same
office. No transfer will be effective unless represented by such surrender
and reissue. This bond may also be exchanged at the office of the Paying
Agent for a new Bond or Bonds of the same aggregate principal amount
without transfer to a new registered owner. Exchanges and transfers will
be without expense to the holder except for applicable taxes or other
governmental charges, if any. The Paying Agent will not be required to
make an exchange or transfer of this bond during the fifteen (15) days
preceding any date fixed for selection for redemption if this bond (or any
part thereof) is eligible to be selected or has been selected for the
redemption.
This bond is issuable only in fully registered form in the
denominations of five thousand dollars ($5,000) or any multiple thereof.
The Authority, the Trustee, the Paying Agent and the Company may treat
the REGISTERED OWNER as the absolute owner of this bond for all purposes,
notwithstanding any notice to the contrary.
No director, officer, employee or agent of the Authority nor any
person executing this bond (by facsimile signature or otherwise) shall be
personally liable, either jointly or severally, hereon or be subject to any
personal liability or accountability by reason of the issuance hereof.
This bond will not be valid until the Certificate of Authentication
has been signed by the Trustee or the Paying Agent.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND ON THE BACK,
WHICH HAVE THE SAME EFFECT AS IF SET FORTH HERE.
BUSINESS FINANCE AUTHORITY
OF THE STATE OF NEW HAMPSHIRE
(Seal)
By: _____________________________
Title:
By: _____________________________
Title:
Certificate of Authentication
This bond is one of the Bonds described in the Agreement.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
Date of Registration: By:____________________________, or
Authorized Signature
By:_________________________________,
as Paying Agent
By:___________________________
Authorized Signature
Assignment
For value received the undersigned sells, assigns and transfers this
bond to
________________________________________________________________
(Name and Address of Assignee)
________________________________________________________________
________________________________________________________________
Social Security or Other Identifying Number of Assignee
and irrevocably appoints ________________________________ attorney-in-fact
to transfer it on the books kept for registration of the bond, with full
power of substitution.
_________________________________________
NOTE: The signature to this assignment must correspond
with the name as written on the face of the bond
without alteration or enlargement or other change and
must be guaranteed by a Participant in a Recognized
Signature Guaranty Medallion Program.
Dated:
Signature Guaranteed:
____________________________________
Participant in a Recognized
Signature Guaranty Medallion Program
By: ________________________________
Authorized Signature
The following abbreviations, when used in the inscription on the face
of this bond, shall be construed as though they were written out in full
according to applicable law.
TEN COM - as tenants in common UNIF GIFT MIN ACT -
TEN ENT - as tenants by the entirety ______ Custodian _______
JT TEN - as joint tenants with rights (Cust) (Minor)
of survivorship and not as
tenants in common
Act ____________________
(State)
Additional abbreviations may also be used though not set forth in the list
above.
Section 302. Details of the 1993 Series E Bonds.
The 1993 Series E Bonds shall be signed on behalf of the Authority by
the manual or facsimile signatures of any two of the Chairman, Vice
Chairman, Treasurer and Executive Director and the corporate seal of the
Authority or a facsimile thereof shall be impressed, engraved or otherwise
reproduced thereon. The Certificate of Authentication shall be manually
signed by the Trustee or the Paying Agent.
In case any officer whose manual or facsimile signature shall appear
on any 1993 Series E Bond shall cease to be such officer before the
delivery thereof, such manual or facsimile signature shall nevertheless be
valid and sufficient for all purposes as if he or she had remained in
office until after such delivery.
The 1993 Series E Bonds shall be issued in fully registered form and
shall be numbered from 1 upwards in the order of their issuance, or in any
other manner deemed appropriate by the Paying Agent and the Trustee. The
1993 Series E Bonds shall be in the denomination of $100,000 or any
multiple of $1,000 in excess of $100,000 in the Flexible Mode, $5,000 or
any multiple thereof in the Fixed Rate and Multiannual Modes and $100,000
or any multiple thereof in the Weekly Mode. The 1993 Series E Bonds shall
be dated the date of original delivery thereof and shall mature on May 1,
2021. The interest on 1993 Series E Bonds until they come due shall be
payable on the interest payment dates applicable to the Mode the Bonds are
in from time to time. Interest on overdue principal of any Bond shall bear
interest at the rate last established for that Bond before the principal
became overdue until duly paid or provided for. All of the 1993 Series E
Bonds shall be initially in the Weekly Mode.
The 1993 Series E Bonds are subject to redemption as described in
Sections 310 and 405 of the Original Agreement and in the forms of 1993
Series E Bonds.
Section 303. Registration of Bonds in the Book-Entry Only System.
(a) Notwithstanding any provision herein to the contrary, the provisions
of this Subsection 303 and the Representation Letter (as defined below)
shall apply with respect to any 1993 Series E Bond registered to CEDE & CO.
or any other nominee of The Depository Trust Company ("DTC") while the
Book-Entry Only System (meaning the system of registration described in
Section 303) is in effect. The Book-Entry Only System shall be in effect
for any Mode or Rate Period within the Multiannual Mode if so specified by
the Company prior to conversion to that Mode or Rate Period, subject to the
provisions below concerning termination of the Book-Entry Only System.
Until it revokes such specification in its discretion, the Company hereby
specifies that the Book-Entry Only System shall be in effect while the 1993
Series E Bonds are in Weekly, Multiannual and Fixed Rate Modes.
(b) The 1993 Series E Bonds in or to be in the Book-Entry Only System
shall be issued in the form of a separate single authenticated fully
registered 1993 Series E Bond for each separate Mode or Rate Period in
substantially the forms provided for in Section 301. Any legend required
to be on the Bonds by DTC may be added by the Trustee or Paying Agent. On
the date of original delivery thereof or date of conversion of the 1993
Series E Bonds to a Mode or Rate Period in which the Book-Entry Only System
is in effect, as applicable, the 1993 Series E Bonds shall be registered in
the registry books of the Paying Agent in the name of CEDE & CO., as
nominee of The Depository Trust Company as agent for the Authority in
maintaining the Book-Entry Only System. With respect to 1993 Series E
Bonds registered in the registry books kept by the Paying Agent in the name
of CEDE & CO., as nominee of DTC, the Authority, the Paying Agent, the
Company, the Remarketing Agent and the Trustee shall have no responsibility
or obligation to any Participant (which means securities brokers and
dealers, banks, trust companies, clearing corporations and various other
entities, some of whom or their representatives own DTC) or to any
Beneficial Owner (which means, when used with reference to the Book-Entry
Only System, the person who is considered the beneficial owner of the 1993
Series E Bonds pursuant to the arrangements for book entry determination of
ownership applicable to DTC) with respect to the following: (A) the
accuracy of the records of DTC, CEDE & CO. or any Participant with respect
to any ownership interest in the 1993 Series E Bonds, (B) the delivery to
or from any Participant, any Beneficial Owner or any other person, other
than DTC, of any notice with respect to the 1993 Series E Bonds, including
any notice of redemption or tender (whether mandatory or optional), or (C)
the payment to any Participant, any Beneficial Owner or any other person,
other than DTC, of any amount with respect to the principal or premium, if
any, or interest on the 1993 Series E Bonds. The Paying Agent shall pay
all principal of and premium, if any, and interest on the 1993 Series E
Bonds only to or upon the order of DTC, and all such payments shall be
valid and effective fully to satisfy and discharge the Authority's
obligations with respect to the principal of and premium, if any, and
interest on 1993 Series E Bonds to the extent of the sum or sums so paid.
No person other than DTC shall be entitled to receive an authenticated 1993
Series E Bond evidencing the obligation of the Authority to make payments
of principal and premium, if any, and interest pursuant to this Agreement.
Upon delivery by DTC to the Paying Agent of written notice to the effect
that DTC has determined to substitute a new nominee in place of CEDE & CO.,
the words "CEDE & CO." in this Agreement shall refer to such new nominee of
DTC.
(c) Upon receipt by the Trustee or the Paying Agent of written notice
from DTC to the effect that DTC is unable or unwilling to discharge its
responsibilities, the Authority shall issue and the Paying Agent shall
transfer and exchange 1993 Series E Bonds as requested by DTC in
appropriate amounts and in authorized denominations, and whenever DTC
requests the Authority, the Paying Agent and the Trustee to do so, the
Trustee, the Paying Agent and the Authority will, at the expense of the
Company, cooperate with DTC in taking appropriate action after reasonable
notice (A) to arrange for a substitute bond depository willing and able
upon reasonable and customary terms to maintain custody of the 1993
Series E Bonds or (B) to make available for transfer and exchange 1993
Series E Bonds registered in whatever name or names and in whatever
authorized denominations as DTC shall designate.
(d) In the event the Company determines that the Beneficial Owners
should be able to obtain 1993 Series E Bond certificates, the Company may
so notify DTC, the Paying Agent and the Trustee, whereupon DTC will notify
the Participants of the availability through DTC of 1993 Series E Bond
certificates. In such event, the Authority shall issue and the Paying
Agent shall transfer and exchange 1993 Series E Bond certificates as
requested by DTC in appropriate amounts and in authorized denominations.
Whenever DTC requests the Paying Agent to do so, the Paying Agent will
cooperate with DTC in taking appropriate action after reasonable notice to
make available for transfer and exchange 1993 Series E Bonds registered in
whatever name or names and in whatever authorized denominations as DTC
shall designate.
(e) Notwithstanding any other provision of the Agreement to the
contrary, so long as any 1993 Series E Bond is registered in the name of
CEDE & CO., as nominee of DTC, all payments with respect to the principal
of, Purchase Price, premium, if any, and interest on such 1993 Series E
Bond and all notices with respect to such 1993 Series E Bond shall be made
and given, respectively, to DTC as provided in the Letter of Representation
(the "Representation Letter"), the form of which is included as Exhibit A
attached to this First Supplement. The form of such Representation Letter
may be modified in a manner consistent with the provisions of the Agreement
upon conversion or reconversion of the 1993 Series E Bonds to a Mode or
Rate Period in which the Book-Entry Only System is in effect.
(f) Notwithstanding any provision in Subsection 301(h) or Section 310
of the Original Agreement to the contrary, so long as any of the 1993
Series E Bonds outstanding are held in the Book-Entry Only System, if less
than all of such 1993 Series E Bonds are to be converted or redeemed upon
any conversion or redemption of 1993 Series E Bonds hereunder, the
particular 1993 Series E Bonds or portions of 1993 Series E Bonds to be
converted or redeemed shall be selected by DTC in such manner as DTC may
determine.
(g) So long as the Book-Entry Only System is in effect, a Beneficial
Owner who elects to have its 1993 Series E Bonds purchased or tendered
pursuant to the Agreement shall effect delivery by causing a Participant to
transfer the Beneficial Owner's interest in the 1993 Series E Bonds
pursuant to the Book-Entry Only System. The requirement for physical
delivery of 1993 Series E Bonds in connection with a demand for purchase or
a mandatory purchase will be deemed satisfied when the ownership rights in
the 1993 Series E Bonds are transferred in accordance with the Book-Entry
Only System.
(h) So long as the Book-Entry Only System is in effect, the
Remarketing Agent shall communicate to DTC information concerning the
purchasers of Tendered Bonds as may be necessary or appropriate, and,
notwithstanding any provision in the Representation Letter to the contrary,
the Remarketing Agent shall continue to remit to the Paying Agent interest
rate determination information pursuant to the terms of this Agreement.
Section 304. Application of 1993 Series E Bond Proceeds. The
Authority shall loan the proceeds of the 1993 Series E Bonds to the Company
by promptly causing (A) an amount equal to the accrued interest, if any, to
be deposited in the Bond Fund and (B) $44,800,000 to be deposited with the
Trustee, in each case in immediately available funds. Upon receipt by the
Paying Agent in respect of a drawing on the Letter of Credit of an amount
necessary to pay the Purchase Price due on $44,800,000 principal amount of
1991 Series E Bonds, the Paying Agent shall immediately notify the Trustee
that it has received sufficient draw proceeds to pay such Purchase Price,
and upon the Trustee's receipt of such notice the Trustee shall pay to the
Bank the $44,800,000 deposited with the Trustee by the Authority under
clause (B) of this section as partial reimbursement for such drawing. If
the Trustee receives such notice from the Paying Agent before 12:00 Noon on
any Business Day it shall transmit a payment order for the above-described
payment by wire transfer in immediately available funds to the Bank by
2:30 P.M. on the same day, and if the Trustee receives such notice after
12:00 Noon it shall make such payment by wire transfer in immediately
available funds to the Bank by 11:00 A.M. on the next Business Day. In
connection with the reimbursement of the Bank, the Company represents and
warrants that (i) not less than 95% of the proceeds of the 1991 Series E
Bonds were spent to reimburse the Company for Project Costs; (ii) such
Project Costs were incurred by and were chargeable to the capital account
of the Company; (iii) such Project Costs were costs of "sewage or solid
waste disposal facilities" or "air or water pollution control facilities"
within the meaning of Section 103(b)(4)(E) or (F) of the 1954 Code incurred
and paid after January 14, 1976; (iv) such Project Costs were for an
"industrial facility" within the meaning of Paragraphs 2, VII (d) and (e)
of the Act; and (v) such Project Costs were costs of a facility described
in Section 1312(a) of the Tax Reform Act of 1986.
Section 305. Maximum Interest Rate for 1993 Series E Bonds. The
Maximum Interest Rate for the 1993 Series E Bonds shall be initially 12%
per annum, subject to adjustment as provided in Paragraph 102(a)(33) of the
Original Agreement.
Section 306. Additional Limitations on Conversions to New Modes.
(a) Conversions to Multiannual Mode. 1993 Series E Bonds converted
to the Multiannual Mode shall not be supported by a Credit Facility.
(b) Conversions from Multiannual Mode to Flexible or Weekly Mode.
Any Bank issuing a Credit Facility in connection with a conversion of 1993
Series E Bonds from the Multiannual Mode to the Flexible or Weekly Mode
shall have a long-term corporate debt rating of Aa from Moody's or AA from
S&P, or their equivalent.
Section 307. Subsection 310(c) of Original Agreement Amended.
Subsection 310(c) of the Original Agreement is amended to read as follows:
(c) Notice by the Company. The Company shall exercise its
option to have Bonds redeemed under Subsection 310(a) or (b) by
giving notice to the Trustee, the Authority, the Paying Agent,
and the Remarketing Agent at least five (5) days before the
redemption date in the case of Bonds in the Flexible Mode, and
forty-five (45) days before the redemption date in the case of
Bonds in any other Mode.
Section 308. Subsection 310(e) of Original Agreement Amended.
Subsection 310(e) of the Original Agreement is amended to read as follows:
(e) Notice of Redemption. When Bonds are to be redeemed,
the Paying Agent shall give notice to the Bondowners in the name
of the Authority, which notice shall identify the Bonds to be
redeemed, state the date fixed for redemption and specify the
office of the Paying Agent at which such Bonds will be redeemed.
The notice shall further state that on such date there shall
become due and payable upon each Bond to be redeemed the
redemption price thereof, together with interest accrued to the
redemption date, and that moneys therefor having been deposited
with the Paying Agent, from and after such date, interest thereon
shall cease to accrue and that the Bonds or portions thereof
called for redemption shall cease to be entitled to any benefit
under this Agreement except the right to receive payment of the
redemption price. The Paying Agent shall mail the redemption
notice the number of days prior to the date fixed for redemption
provided in the forms of Bond for the Mode the Bonds are in, to
the registered owners of any Bonds which are to be redeemed, at
their addresses shown on the registration books maintained by the
Paying Agent. Failure to mail notice to a particular Bondowner,
or any defect in the notice to such Bondowner, shall not affect
the redemption of any other Bond. No notice shall be given of
redemption of Bonds in the Flexible Mode, except for such
redemption pursuant to Section 405 as and when provided in the
form of Flexible Bonds.
Section 309. Tax Status of 1993 Series E Bonds. The Company will
perform its obligations and agreements contained in the First Supplemental
Federal Tax Statement as if they were set forth herein. All
representations of the Company in the First Supplemental Federal Tax
Statement shall be treated as if they were set forth herein. Any
covenants, agreements or representations made by the Company or the
Seabrook Transferee in the Assumption Agreement shall be performed and
treated as if set forth herein.
Section 310. Amendment of Credit Facility.
(a) Issuance of Amended and Restated Credit Facility.
Contemporaneously with the issuance of the 1993 Series E Bonds, the Company
shall cause the irrevocable letter of credit No. NY0389-30008830 of
Citibank, N.A. in the maximum aggregate amount of $121,014,000 issued to
the Paying Agent to be amended by the delivery to the Paying Agent of an
amended and restated Letter of Credit substantially in the form attached as
Exhibit II to the Pentagonal Agreement dated as of December 1, 1993 among
the Company, the Trustee, the Paying Agent, the Remarketing Agent and the
Bank, and shall cause to be delivered to the Trustee, the Authority and the
Paying Agent an opinion or opinions of counsel for the issuer of such
letter of credit substantially to the effect that such letter of credit, as
amended and restated, is a legal, valid and binding obligation of the
issuer enforceable in accordance with its terms.
Paragraph 102(a)(13) of Original Agreement Amended. The
definition of the term "Credit Facility" appearing in Paragraph 102(a)(13)
of the Original Agreement shall be amended by the addition of the following
phrase at the end of the first sentence thereof:
", as each may be amended from time to time pursuant to the terms
of this Agreement or any amendment or supplement to this
Agreement."
Section 311. Subsection 301(e) of Original Agreement Amended.
(a) Paragraph 301(e)(ii) Amended. The first sentence of Paragraph
301(e)(ii) of the Original Agreement is amended by striking the phrase "any
Effective Date" and inserting in lieu thereof "the first Business Day of
any calendar month."
(b) Subparagraph 301(e)(iv)(A) Amended. The last sentence of
Subparagraph 301(e)(iv)(A) of the Original Agreement is amended to read as
follows:
At least forty (40) days prior to the mandatory tender date, the
Trustee shall give notice to the Paying Agent as to whether or
not it has received the notices described in the immediately
preceding sentence from Moody's and S&P, and if the Trustee has
not received such notices or if the Credit Facility is expiring
without substitution or replacement, the Paying Agent shall give
notice to the Bondowners of the mandatory tender of the Bonds at
least thirty (30) days prior to the mandatory tender date.
Section 312. Subsection 308(c) of Original Agreement Amended.
(a) Paragraph 308(c)(i) Amended. The first sentence of Paragraph
308(c)(i) of the Original Agreement is amended by inserting after the
phrase "whether at maturity," and before the phrase "by acceleration," the
phrase "on an interest payment date,".
(b) Paragraph 308(c)(iii) of Original Agreement Amended. Paragraph
308(c)(iii) of the Original Agreement is amended to read as follows:
(iii) Use of Credit Facility. All amounts received by the
Paying Agent under any Credit Facility shall be held in a fund
separate and apart from all other amounts held by the Paying
Agent, shall remain uninvested and used solely to pay the
Purchase Price or principal of, premium, if any, and interest on
the Bonds for which the Credit Facility is available. Principal
and Purchase Price of, premium, if any, and interest on Company
Bonds, Pledged Bonds and Bonds not supported by a Credit Facility
shall not be paid from amounts drawn on a Credit Facility.
(c) Paragraph 308(c)(iv) Added to Original Agreement. A new
Paragraph 308(c)(iv) is added to the Original Agreement, which shall read
as follows:
(iv) Failed Conversion. Whenever there is a failed
conversion of Bonds supported by a Credit Facility, the Paying
Agent shall draw on the Credit Facility as provided in Paragraph
301(d)(ii), 301(e)(ii) or 301(f)(ii), as appropriate.
Section 313. Subsection 311(c) Added. A new Subsection 311(c) is
added to the Original Agreement, which shall read as follows:
(c) Commencement of New Mode or Rate Period. Whenever
Bonds in the Flexible or Multiannual Mode are subject to
mandatory tender for purchase on an Effective Date, the new Rate
Period for the Bonds (including a new Rate Period in a new Mode)
shall commence immediately upon the Bonds becoming subject to
mandatory tender for purchase.
Section 314. Subsection 312(a) Amended. The fifth sentence of the
second paragraph of Subsection 312(a) is amended to read as follows:
Upon receipt by the Paying Agent of notice from the Remarketing
Agent that a purchaser has been found for Pledged Bonds or
Company Bonds held by the Paying Agent, the Paying Agent shall
register and deliver such Bonds to such purchaser (at which time
such Bonds shall cease to be Pledged Bonds or Company Bonds) upon
receipt by the Paying Agent of the Purchase Price of such Bonds,
provided, however, that no Pledged Bond or Company Bond shall be
so registered and delivered unless the Paying Agent has received
from the Bank a written notice of the reinstatement of the
principal and interest component of the Credit Facility, or if
prior to or simultaneously with such registration or delivery,
the amount available to be drawn under the Credit Facility is
otherwise less than the amount described in Paragraph 317(b)(ii)
determined as if Bonds which are to continue as Pledged Bonds
were not Outstanding.
Section 315. Section 405 of Original Agreement Amended. Section 405
of the Original Agreement is amended by adding at the end thereof the
following sentence:
At least forty (40) days prior to any redemption pursuant to this
Section 405, the Trustee shall notify the Paying Agent of the
redemption date and the principal amount of Tax-Exempt Refunding
Bonds to be redeemed.
ARTICLE IV: MISCELLANEOUS
Section 401. Original Agreement Affirmed. Except as otherwise
expressly supplemented and amended by this First Supplement, the provisions
of the Original Agreement and the Assumption Agreement remain unchanged,
binding, and in full force and effect.
Section 402. Company's Agreement to Chapter 263. To the extent
required by 1993 New Hampshire Laws 263:4, the Company agrees to the
provisions of 1993 New Hampshire Laws 263:2 and 3. The Company further
agrees that it shall apply 100% of the savings that result from the
issuance of the 1993 Series E Bonds and that are generated until the end of
the fixed rate period (within the meaning of 1993 New Hampshire Laws 263:2,
I) pursuant to an investment plan approved by the New Hampshire Public
Utilities Commission under which the Company shall make expenditures for
one or all of the purposes described in 1993 New Hampshire Laws 263:2,
I(a)-(c).
Section 403. Severability. In the event that any provision of this
First Supplement shall be held to be invalid in any circumstance, such
invalidity shall not affect any other provisions or circumstances.
Section 404. Counterparts. This First Supplement may be executed and
delivered in any number of counterparts, each of which shall be deemed to
be an original, but such counterparts together shall constitute one and the
same instrument.
Section 405. Receipt of Documents. By its execution and delivery of
this First Supplement the Trustee acknowledges receipt of the items listed
in Section 402 of the Original Agreement as conditions precedent to the
authentication of the 1993 Series E Bonds and the opinion of Bond Counsel
required to accompany this First Supplement pursuant to Subsection 1101(c)
of the Original Agreement.
Section 406. Captions. The captions and table of contents of this
First Supplement are for convenience only and shall not affect the
construction hereof.
Section 407. Governing Law. This instrument shall be governed by the
laws of State of New Hampshire.
IN WITNESS WHEREOF, the Business Finance Authority of the State of New
Hampshire has caused this Agreement to be signed and its official seal to
be impressed hereon by its Executive Director; Public Service Company of
New Hampshire has caused this Agreement to be signed and its corporate seal
to be impressed hereon by an authorized officer; and State Street Bank and
Trust Company, as Trustee, has caused this Agreement to be signed and its
corporate seal to be impressed hereon by an authorized officer.
BUSINESS FINANCE AUTHORITY OF THE STATE OF
NEW HAMPSHIRE
(Seal)
By:______________________________
Jack Donovan
Executive Director
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(Seal)
By:______________________________
John B. Keane
Treasurer
STATE STREET BANK AND TRUST COMPANY,
as Trustee
(Seal)
By:/s/ Daniel Golden
Daniel Golden
Assistant Vice President
The undersigned hereby consents
to this First Supplement.
CITIBANK, N.A.
By: /s/Paul T. Addison_
Paul T. Addison
Vice President