Exhibit 4.4.12
SEVENTY-FIFTH SUPPLEMENTAL INDENTURE dated as of the first day of
March, 1994, made and entered into by and between WESTERN MASSACHUSETTS
ELECTRIC COMPANY, a corporation organized under the laws of the
Commonwealth of Massachusetts, with its principal place of business at 174
Brush Hill Avenue, West Springfield, Massachusetts 01089 (hereinafter
generally called the Company), and THE FIRST NATIONAL BANK OF BOSTON, a
national banking association organized under the laws of the United States
of America, as successor by merger to Old Colony Trust Company, as Trustee
under the Mortgage Indenture described below, with its principal office at
100 Federal Street, Boston, Massachusetts 02110 (said The First National
Bank of Boston or, as applied to action antedating the effective date of
said merger, said Old Colony Trust Company, being hereinafter generally
called the Trustee).
WITNESSETH that:
WHEREAS the Company has heretofore executed and delivered to the
Trustee its First Mortgage Indenture and Deed of Trust(FN1) dated as of
August 1, 1954 (hereinafter as amended by a First Supplemental Indenture
dated as of October 1, 1954, called the Original Indenture, the Original
Indenture with all indentures supplemental thereto being hereinafter
generally called the Indenture), conveying certain property therein
described in trust as security for the Bonds of the Company to be issued
thereunder as therein provided and for other purposes more particularly
specified therein, and the Trustee has accepted said Trust; and
WHEREAS there are outstanding $348,219,000 aggregate principal amount
of Bonds which have been issued at various times and in various amounts and
with various dates of maturity and rates of interest and have been
denominated Series F, Series G, Series H, Series J, Series R, Series T,
Series U, Series V, Series W and Series X; and
WHEREAS the Company has authorized the issue pursuant to Section 3.08
of the Original Indenture of an additional series of its fully registered
First Mortgage Bonds without coupons, to be issued under the Indenture, to
be designated "First Mortgage Bonds, Series Y, 7-3/4%, due March 1, 2024"
(hereinafter called the Series Y Bonds) and to be limited (except as
provided in Section 2.13 of the Original Indenture) in aggregate principal
amount to $50,000,000 being the entire issue of the Series Y Bonds; and
WHEREAS the Company, pursuant to resolutions duly and legally adopted
by its Board of Directors at a meeting duly called and held for the
purpose, has duly authorized the execution and delivery of this
Seventy-Fifth Supplemental Indenture and the issue of the Series Y Bonds in
the aggregate principal amount of $50,000,000; and
WHEREAS the issue of the Series Y Bonds in said aggregate principal
amount of $50,000,000 and the execution and delivery of this Seventy-Fifth
Supplemental Indenture have been duly approved to the extent required by
law by the Department of Public Utilities of said Commonwealth and by the
Department of Public Utility Control of the State of Connecticut; and
(FN1) For details as to the filing and recording of this instrument in
Massachusetts, see Schedule C.
WHEREAS all requirements of law and of the certificate of
incorporation, as amended, and of the by-laws of the Company, including all
requisite action on the part of directors and officers, and all things
necessary to make the Series Y Bonds, when duly executed by the Company and
delivered, the valid, binding, and legal obligations of the Company, and
the covenants and stipulations herein contained valid and binding
obligations of the Company, have been done and performed, and the execution
and delivery hereof have been in all respects duly authorized; and
NOW, THEREFORE, THIS SEVENTY-FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the premises and of the mutual covenants herein
contained and of the purchase and acceptance by the registered owners
thereof of the Series Y Bonds at any time issued hereunder, and of one
dollar ($1) duly paid to the Company by the Trustee and for other good and
valuable considerations, the receipt whereof at or before the ensealing and
delivery of these presents is hereby acknowledged, and in confirmation of
and supplementing the Indenture, and in the performance and observance of
the provisions thereof, and in order to establish the form and
characteristics of the Series Y Bonds, and to secure the payment of the
principal of and premium, if any, and interest on all Bonds from time to
time outstanding under the Indenture according to their tenor and effect,
and to secure the performance and observance of all the covenants and
conditions contained therein and in this Seventy-Fifth Supplemental
Indenture, the Company has executed and delivered this Seventy-Fifth
Supplemental Indenture, and does hereby confirm the conveyance, transfer,
assignment, and mortgage of the franchises and properties as set forth in
the Original Indenture and in all supplemental indentures prior hereto,
excepting only such as have been released in accordance with Article VII of
the Indenture and has granted, bargained, sold, conveyed, assigned,
transferred, mortgaged, and confirmed, and by these presents does grant,
bargain, sell, convey, assign, transfer, mortgage, and confirm unto The
First National Bank of Boston, as Trustee, as provided in the Indenture,
its successors in the trusts thereof and hereof, and its and their assigns,
all and singular the franchises and properties of the Company of the
character described and defined in the Original Indenture as Mortgaged
Property (including all and singular such franchises and properties which
may hereafter be acquired by the Company) acquired after the execution of
the Original Indenture including all real property conveyed to the Company
prior to the date hereof, including, but not limited to, the property set
forth in Schedule B appended hereto, subject, however, to Permitted
Encumbrances and to any mortgages or other liens or encumbrances thereon of
the character described in Section 4.10 of the Indenture existing at the
time of the acquisition of such franchises and properties by the Company or
created contemporaneously to secure or to raise a part of the purchase
price thereof and to any renewals or extensions of such Permitted
Encumbrances, mortgages or other liens or encumbrances.
There is furthermore expressly excepted and excluded from the lien and
operation of this Seventy-Fifth Supplemental Indenture, and from the
definition of Mortgaged Property, all the property of the Company described
in clauses A to J, both inclusive, of the granting clauses of the Original
Indenture, whether owned at the time of the execution of this Seventy-Fifth
Supplemental Indenture or thereafter acquired by it.
TO HAVE AND TO HOLD all and singular the above described franchises
and properties unto the said The First National Bank of Boston, as Trustee
under the Indenture, its successors in the trusts thereof and hereof, and
its and their assigns, to its and their own use forever.
BUT IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture for the equal pro rata benefit, security, and protection of the
bearers or registered owners of the Bonds from time to time certified,
issued, and outstanding under the Indenture, without any discrimination,
preference, priority, or distinction of any Bond or coupon over any other
Bond or coupon by reason of series, priority in the time of issue, sale, or
negotiation thereof, or otherwise howsoever, except as otherwise provided
in the Indenture;
PROVIDED, HOWEVER, and these presents are upon the condition that if
the Company, its successors or assigns, shall pay or cause to be paid the
principal of and the premium, if any, and interest on the Bonds Outstanding
under the Indenture at the times and in the manner stipulated therein and
in the Indenture and shall keep, perform, and observe all and singular the
covenants and promises in said Bonds and in the Indenture expressed to be
kept, performed, and observed by or on the part of the Company, then this
Seventy-Fifth Supplemental Indenture and the estate and rights hereby
granted shall, pursuant to the provisions of Article XV of the Original
Indenture, cease, determine and be void, but only if the Indenture shall
have ceased, determined and become void, as therein provided, otherwise to
be and remain in full force and effect.
ARTICLE I.
DESCRIPTION AND ISSUE OF SERIES Y BONDS.
Section 1.01. Series Y Bonds and the certificate of authentication
of the Trustee upon said Bonds shall be substantially in the forms thereof
respectively set forth in Schedule A appended hereto, with such changes
therein as shall be approved by the Company and the Trustee. Series Y
Bonds shall be designated as the First Mortgage Bonds, Series Y, 7-3/4%,
due March 1, 2024 of the Company, shall be issuable in the aggregate
principal amount of fifty million dollars ($50,000,000) and no more except
as provided in Section 2.13 of the Original Indenture, shall be dated as
provided in Section 1.02 of this Seventy- Fifth Supplemental Indenture,
shall mature March 1, 2024, shall bear interest at the rate specified in
their title, as provided in said Section 1.02 until the Company's
obligation in respect of the principal thereof shall be discharged, payable
semiannually on the first days of March and September in each year as
provided in said Section 1.02 (the principal, premium, if any, and interest
thereon being payable at the principal corporate trust office of the
Trustee in the City of Boston, Massachusetts, or at the principal corporate
trust office of its successors, in such coin or currency of the United
States of America as at the time of payment is legal tender for public and
private debts), shall be issued in fully registered form in denominations
of one thousand dollars ($1,000) and any multiple thereof, shall be
transferable as provided in Section 2.08 of said Original Indenture at the
principal corporate trust office of the Trustee or at the office or agency
of the Company in the Borough of Manhattan, the City of New York, New York,
and shall be redeemable at the times and in the manner provided in Article
V of the Original Indenture and as hereinafter provided in Article III of
this Seventy-Fifth Supplemental Indenture. Notwithstanding the provisions
of Section 2.11 of the Original Indenture, no charge, except for taxes or
governmental charges, shall be made by the Company upon any registration of
transfer or exchange of Series Y Bonds.
Series Y Bonds in fully registered form may be exchanged at the
principal corporate trust office of the Trustee or at the office or agency
of the Company in the Borough of Manhattan, the City of New York, New York,
for a like aggregate principal amount of Series Y Bonds in fully registered
form of other authorized denominations and, upon surrender for exchange of
one or more of such Series Y Bonds, the Company shall execute and the
Trustee shall certify and there shall be delivered in exchange therefor a
like aggregate principal amount of such Series Y Bonds of other authorized
denominations. Bonds so surrendered for exchange shall be considered as
having been surrendered for Cancellation and shall be forthwith cancelled
by the Trustee.
Pursuant to the provisions of Section 2.07 of the Original Indenture,
the Company appoints BancBoston Trust Company of New York and its successors
as the agency of the Company in the Borough of Manhattan, the City of New
York, New York, for the registration of transfer and exchange of Series Y
Bonds.
Section 1.02. Notwithstanding the provisions of Section 2.12 of the
Original Indenture, the person in whose name any Series Y Bond is registered
at the close of business on any record date (as herein below defined) with
respect to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding the
cancellation of such Bond upon any registration of transfer or exchange
thereof subsequent to the record date and prior to such interest payment
date, except if and to the extent the Company shall default in the payment of
the interest due on such interest payment date, then such defaulted interest
shall be paid to the person in whose name such Bond is registered on a
subsequent record date for the payment of such defaulted interest if one
shall have been established as hereinafter provided and otherwise on the date
of payment of such defaulted interest. A subsequent record date may be
established by the Company by notice mailed to the owners of Series Y Bonds
not less than ten days preceding such record date, which record date shall be
not more than thirty days prior to the subsequent interest payment date. The
term "record date" as used in this Section with respect to any regular
interest payment date shall mean the February 15 or August 15, as the case
may be, next preceding such interest payment date, or, if such February 15 or
August 15 shall be a legal holiday or a day on which banking institutions
in the City of Boston, Massachusetts, are authorized by law to close, the
next preceding day which shall not be a legal holiday or a day on which
such institutions are so authorized to close.
Notwithstanding the provisions of Sections 2.01 and 2.12 of the Original
Indenture, each Series Y Bond shall be dated the date of the certification
thereof by the Trustee, and shall bear interest on the principal amount
thereof payable semiannually on the first days of March and September in
each year, until the Company's obligation with respect to the principal
shall be discharged, at the rate per annum specified in the title from the
interest payment date next preceding the date thereof to which interest has
been paid on the Bonds of said series, or if the date thereof is prior to
August 16, 1994, then from the date of original issuance, or if the date
thereof be an interest payment date to which interest is being paid or a
date between the record date for any interest payment date to which
interest is paid and such interest payment date, then from such interest
payment date.
ARTICLE II.
DIVIDEND COVENANT.
Section 2.01. This Seventy-Fifth Supplemental Indenture imposes no
additional restrictions on the Company's right to declare or pay any
dividends or make any other distributions on or in respect of its common
stock or to purchase or otherwise acquire for a consideration any shares of
its common stock beyond those created by prior supplemental indentures and
those in the Company's preferred stock provisions, by-laws and those
otherwise required by law.
ARTICLE III.
REDEMPTION OF SERIES Y BONDS.
Section 3.01. The Series Y Bonds shall not be redeemable as a whole or in
part before March 1, 1999. Thereafter, subject to the provisions of Section
5.06 of the Original Indenture, the Series Y Bonds shall be redeemable as a
whole at any time, or, in part, from time to time, either at the option of
the Company or for the purposes of other applicable provisions of the
Indenture (i) if from moneys received by the Trustee pursuant to Section
4.05, Section 7.03, Section 7.04, Section 7.05, or Section 7.07 of the
Original Indenture or Section 4.18 of the Indenture to be applied by the
Trustee as provided in Section 8.03(a) or in Section 8.05
of the Original Indenture, at the applicable percentages of the called
principal amount thereof specified under the column headed Special
Redemption Price in the form of Series Y Bond set forth in Schedule A
appended hereto, and (ii) if at the option of the Company pursuant to any
provisions of the Indenture, other than those in respect of the aforesaid
moneys applied pursuant to Section 8.03(a) or Section 8.05 of the Original
Indenture, at the applicable percentages of the called principal amount
thereof specified under the column headed Optional Redemption Price in the
form of Series Y Bond set forth in Schedule A appended hereto, together in
each case with accrued and unpaid interest to the date fixed for redemption.
Section 3.02 Notice of redemption of the Series Y Bonds either as a whole
or in part shall be mailed by the Trustee by first class mail, postage
prepaid, to the registered owner or owners of each Series Y Bond called for
redemption either in whole or in part not less than thirty (30) or more
than sixty (60) days prior to the date set for redemption at their last
addresses as they shall appear upon the books for registration kept by the
Registrar. Any notice given in the foregoing manner shall be conclusively
deemed to have been duly given whether or not received by the owner or
owners. Failure to give such notice by mail to the owner or owners of any
Series Y Bond designated for redemption in whole or in part, or any defect
therein, shall not affect the validity of any proceedings for the
redemption of any other Series Y Bond. Except as aforesaid and except that
(a) Published Notice need not be given, (b) in the event a Series Y Bond
shall be called for redemption in its entirety the notice herein provided
need not contain the number of the Bond so called, and (c) any such notice
may be made subject to the deposit of redemption moneys with the Trustee
before the date fixed for redemption, the applicable provisions of Article
V of the Original Indenture shall control and be followed in all matters
connected with the redemption and payment of Series Y Bonds.
ARTICLE IV.
THE TRUSTEE.
Section 4.01. The Trustee shall be entitled to, may exercise, and shall be
protected by, where and to the full extent that the same are applicable,
all the rights, powers, privileges, immunities and exemptions provided in
the Indenture, as if the provisions concerning the same were incorporated
herein at length. The remedies and provisions of the Indenture applicable
in case of any default by the Company thereunder are hereby adopted and
made applicable in case of any default with respect to the properties
included herein and, without limitation of the generality of the foregoing,
there are hereby conferred upon the Trustee the same powers of sale and
other powers over the properties described herein as are expressed to be
conferred by the Indenture.
ARTICLE V.
DEFEASANCE.
Section 5.01. This Seventy-Fifth Supplemental Indenture shall become void
when the Indenture shall be void.
ARTICLE VI.
MISCELLANEOUS PROVISIONS.
Section 6.01. The recitals in this Seventy-Fifth Supplemental Indenture
shall be taken as recitals by the Company alone, and shall not be
considered as made by or as imposing any obligation or liability upon the
Trustee, nor shall the Trustee be held responsible for the legality or
validity of this Seventy-Fifth Supplemental Indenture, and the Trustee
makes no covenants or representations, and shall not be responsible, as to
or for the effect, authorization, execution, delivery, or recording of this
Seventy-Fifth Supplemental Indenture, except as expressly set forth in the
Original Indenture. The Trustee shall not be taken impliedly to waive by
this Seventy-Fifth Supplemental Indenture any right it would otherwise have
as provided in the Original Indenture, this Seventy-Fifth Supplemental
Indenture shall hereafter form a part of the Indenture.
Section 6.02. This Seventy-Fifth Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which shall
be deemed an original; and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument,
which shall for all purposes be sufficiently evidenced by any such original
counterpart.
IN WITNESS WHEREOF, said Western Massachusetts Electric Company has
caused this instrument to be executed in its corporate name by its
President or one of its Vice Presidents and by its Treasurer or an
Assistant Treasurer, thereunto duly authorized, and its corporate seal to
be hereto affixed and attested by its Clerk or an Assistant Clerk, and said
The First National Bank of Boston has caused this instrument to be executed
in its corporate name by one of its Authorized Officers, thereunto duly
authorized, and its corporate seal to be hereto affixed, all as of the day
and year first above written.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By /s/John B. Keane
Vice President
and by /s/ Robert C. Aronson
Assistant Treasurer
Attest: (CORPORATE SEAL)
/s/ Mark A. Joyse
Assistant Clerk
Signed, sealed and delivered by
Western Massachusetts Electric
Company in our presence:
/s/Tracy A. DeCredico
/s/Jeffrey C. Miller
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By /s/Mark Nelson
Authorized Officer
(CORPORATE SEAL)
Signed, sealed and delivered
by The First National Bank of Boston
in our presence:
/s/Traci Martin
/s/Kecia Banks
STATE OF CONNECTICUT
BERLIN
COUNTY OF HARTFORD
On this 9th day of March in the year 1994 before me personally came
John B. Keane and Robert C. Aronson, to me personally known, who being by
me duly sworn did depose and say that they are respectively Vice President
and Assistant Treasurer of Western Massachusetts Electric Company, one of
the corporations described in and which executed the foregoing instrument;
that they know the seal of said corporation; that the seal affixed to said
instrument opposite the execution was affixed thereto pursuant to the
authority of its Board of Directors; that they signed their names thereto
by like authority; and they acknowledged said instrument to be their free
act and deed in their said respective capacities and the free act and deed
of Western Massachusetts Electric Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, at Berlin in said State, the day and year first above
written.
/s/ Maureen J. Rothwell
Maureen J. Rothwell
Notary Public for the
State of Connecticut
My commission expires: May 31, 1996
(NOTARIAL SEAL)
COMMONWEALTH OF MASSACHUSETTS
BOSTON
COUNTY OF SUFFOLK
On this 11th day of March in the year 1994 before me personally came
Mark Nelson, to me personally known, who being by me duly sworn
did depose and say that he is an authorized officer of The First National
Bank of Boston, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument opposite the execution was affixed thereto
pursuant to the authority of its Board of Directors; that he signed his
name thereto by like authority; and he acknowledged said instrument to be
his free act and deed in his said capacity and the free act and deed of The
First National Bank of Boston.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal, at Boston in said Commonwealth, the day and year first above
written.
/s/Shawn Patrick George
Notary Public for the
Commonwealth of
Massachusetts
My commission expires: September 2, 1999
(NOTARIAL SEAL)
Schedule A
[FORM OF BOND]
No. $
WESTERN MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, Series Y, 7-3/4%, due March 1, 2024
FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a
corporation of the Commonwealth of Massachusetts (hereinafter called the
Company), hereby promises to pay to , or registered
assigns, the principal sum of dollars, on the first day of
March, 2024, and to pay interest on said sum semiannually on the first days
of March and September in each year until the Company's obligation with
respect to said principal sum shall be discharged at the rate per annum
specified in the title of this Bond from the interest payment date next
preceding the date hereof to which interest has been paid on the Bonds of
this series, or if the date hereof is prior to August 16, 1994, then from
the date of original issuance, or if the date hereof be an interest payment
date to which interest is being paid or a date between the record date for
any interest payment date to which interest is paid and such interest
payment date, then from such interest payment date. Both principal and
interest shall be payable at the principal corporate trust office in the
City of Boston in the County of Suffolk in said Commonwealth of The First
National Bank of Boston (hereinafter with its successors, generally called
the Trustee), or at the principal corporate trust office of its successors,
in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts.
Each installment of interest hereon (other than overdue interest)
shall be payable to the person (as defined in the Original Indenture
mentioned on the reverse hereof) who shall be the registered owner of this
Bond at the close of business on the record date, which shall be the
February 15 or August 15, as the case may be, next preceding such interest
payment date, or, if such February 15 or August 15 shall be a legal holiday
or a day on which banking institutions in the City of Boston,
Massachusetts, are authorized by law to close, the next preceding day which
shall not be a legal holiday or a day on which such institutions are so
authorized to close.
Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, including without limitation provisions in
regard to the registration of transfer and exchangeability of this Bond,
and such further provisions shall for all purposes have the same effect as
though fully set forth in this place.
This Bond shall take effect as a sealed instrument.
This Bond shall not become or be valid or obligatory until the
certificate of authentication hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF, WESTERN MASSACHUSETTS ELECTRIC COMPANY has caused
this Bond to be executed in its name and on its behalf by its President or
a Vice President and its Treasurer or an Assistant Treasurer thereunto duly
authorized, and its corporate seal to be impressed or imprinted hereon.
Dated: WESTERN MASSACHUSETTS ELECTRIC
COMPANY
By
By
CERTIFICATE OF AUTHENTICATION
This Bond is one of the First Mortgage Bonds, Series Y, 7-3/4%, due
March 1, 2024, described and provided for in the within mentioned
Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
TRUSTEE
By
Authorized Signatory
[FORM OF BOND]
[REVERSE]
This Bond is one of a series of Bonds in fully registered form known
as the "First Mortgage Bonds, Series Y, 7-3/4%, due March 1, 2024" of the
Company, limited to fifty million dollars ($50,000,000) in aggregate
principal amount (except as provided by the terms of Section 2.13 of the
Original Indenture mentioned below), and issued under and secured by a First
Mortgage Indenture and Deed of Trust between the Company and Old Colony
Trust Company (now The First National Bank of Boston, successor by merger)
as Trustee, dated as of August 1, 1954 (herein as amended by a First
Supplemental Indenture dated as of October 1, 1954, called the Original
Indenture, the Original Indenture with all indentures supplemental thereto,
including specifically the Seventy-Fifth Supplemental Indenture dated as of
March 1, 1994, being herein generally called the Indenture) and said
Seventy-Fifth Supplemental Indenture, an executed counterpart of each of
which is on file at the principal corporate trust office of the Trustee, to
which Indenture reference is hereby made for a description of the nature
and extent of the security, the rights thereunder of the bearers or
registered owners of Bonds issued and to be issued thereunder, the rights,
duties, and immunities thereunder of the Trustee, the rights and
obligations thereunder of the Company, and the terms and conditions upon
which said Bonds, and other and further Bonds of other series, are issued
and are to be issued; but neither the foregoing reference to the Indenture
nor any provision of this Bond or of the Indenture shall affect or impair
the obligation of the Company, which is absolute, unconditional and
unalterable, to pay at the maturities herein provided the principal of and
interest on this Bond as herein provided.
The Bonds of this series are issuable in fully registered form in
denominations of one thousand dollars ($1,000) and any multiple thereof.
This Bond is transferable by the registered owner hereof upon
surrender hereof at the principal corporate trust office of the Trustee or
at the office or agency of the Company in the Borough of Manhattan, the
City of New York, New York, together with a written instrument of transfer
in approved form signed by the registered owner or by his duly authorized
attorney, and a new Bond or Bonds of this series for a like principal
amount will be issued in exchange, all as provided in the Indenture. Prior
to due presentment for registration of transfer of this Bond the Company
and the Trustee may deem and treat the registered owner hereof as the
absolute owner hereof, whether or not this Bond be overdue, for the purpose
of receiving payment and for all other purposes, and neither the Company
nor the Trustee shall be affected by any notice to the contrary.
This Bond is exchangeable at the option of the registered owner hereof
at the principal corporate trust office of the Trustee or at the office or
agency of the Company in the Borough of Manhattan, the City of New York,
New York, for an equal principal amount of fully registered bonds of this
series of other authorized denominations, in the manner and on the terms
provided in the Indenture.
Bonds of this series are to be issued initially under a book-entry
only system and, except as hereinafter provided, registered in the name of
The Depository Trust Company, New York, New York ("DTC") or its nominee,
which shall be considered to be the holder of all bonds of this series for
all purposes of the Mortgage, including, without limitation, payment by the
Company of principal of and interest on such bonds of this series and
receipt of notices and exercise of rights of holders of such bonds of this
series. There shall be a single bond of this series which shall be
immobilized in the custody of DTC with the owners of book-entry interests
in bonds of this series ("Book-Entry Interests") having no right to receive
bonds of this series in the form of physical securities or certificates.
Ownership of Book-Entry Interests shall be shown by book-entry on the
system maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the Participants.
Transfer of ownership of Book-Entry Interests are to be made only by DTC
and the Participants by that book-entry system, the Company and the Trustee
having no responsibility therefor so long as bonds of this series are
registered in the name of DTC or its nominee. DTC is to maintain records
of positions of Participants in bonds of this series, and the Participants
and persons acting through Participants are to maintain records of the
purchasers and owners of Book-Entry Interests. If DTC or its nominee
determines not to continue to act as a depository for the bonds of this
series in connection with a book-entry only system, another depository, if
available, may act instead and the single bond of this series will be
transferred into the name of such other depository or its nominee, in which
case the above provisions will continue to apply but to the new depository.
If the book- entry only system for bonds of this series is discontinued for
any reason upon surrender and cancellation of the single bond of this
series registered in the name of the then depository or its nominee, new
registered bonds of this series will be issued in authorized denominations
to the holder of Book-Entry Interests shown on the book-entry system
immediately prior to the discontinuance thereof. Neither the Trustee nor
the Company shall be responsible for the accuracy of the interests shown on
that system.
The Bonds of this series are not subject to redemption as a whole or
in part prior to March 1, 1999. Thereafter, subject to the provisions of
Section 5.06 of the Original Indenture, the Bonds of this series are subject
to redemption prior to maturity upon not less than thirty (30) days' prior
notice, as a whole at any time, or in part from time to time, either at the
option of the Company, or for the purposes of any applicable provision of
the Indenture, in the manner and with the effect provided in the Indenture,
(i) if from moneys received by the Trustee pursuant to Section 4.05, Section
7.03, Section 7.04, Section 7.05 or Section 7.07 of the Original Indenture or
Section 4.18 of the Indenture to be applied by the Trustee as provided in
Section 8.03(a) or in Section 8.05 of the Original Indenture, at the
applicable percentages of the called principal amount thereof specified under
the column headed Special Redemption Price, below, and (ii) if at the option
of the Company or pursuant to any provisions of the Indenture other than
those in respect of the aforesaid moneys applied pursuant to Section 8.03(a) or
Section 8.05 of the Original Indenture, at the applicable percentages of the
called principal amount thereof specified under the column headed Optional
Redemption Price, below, together in each case with accrued and unpaid
interest to the date fixed for redemption:
Optional Special
If Redeemed During Redemption Redemption
the 12 Months' Period Price Price
Starting March 1 % %
1999 104.65 100.00
2000 104.34 100.00
2001 104.03 100.00
2002 103.72 100.00
2003 103.41 100.00
2004 103.10 100.00
2005 102.79 100.00
2006 102.48 100.00
2007 102.17 100.00
2008 101.86 100.00
2009 101.55 100.00
2010 101.24 100.00
2011 100.93 100.00
2012 100.62 100.00
2013 100.31 100.00
2014 100.00 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
2019 100.00 100.00
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
Notice of redemption as aforesaid (which notice may be made subject to
the deposit of redemption moneys with the Trustee before the date fixed for
redemption) shall be mailed by the Trustee not less than thirty (30) days
nor more than sixty (60) days prior to the date set for redemption, by
first class mail, postage prepaid, to the registered owner or owners of
each Bond of this series called for redemption, at their last addresses as
they shall appear upon the books for registration kept by the Registrar.
If this Bond, or a part hereof, shall be duly called for redemption,
or provision for such call shall have been made, as provided in the
Indenture, and payment of the redemption price shall have been duly
provided for by the Company, interest shall cease to accrue hereon, or on
such called part, from and after the redemption date, the Company shall
from the time provided in the Indenture be under no further liability in
respect of the principal of, or premium, if any, or interest on, this Bond,
or such called part, and the registered owner hereof shall from and after
such time look for payment hereof, or of such called part, solely to the
money so provided.
The Indenture contains provisions permitting the Company and the
Trustee with the consent of the bearers or registered owners of not less
than seventy percentum (70%) in principal amount of the Bonds at the time
outstanding (except Bonds held by or for the benefit of the Company),
including, if more than one series of Bonds shall be at the time
outstanding, not less than seventy percentum (70%) in principal amount of
the Bonds (except Bonds held by or for the benefit of the Company) of each
series affected differently from those of other series, to effect by
supplemental indenture modifications or alterations of the Indenture and of
the rights and obligations of the Company and of the bearers and registered
owners of the Bonds; but no such modification or alteration shall be made
which, without the written approval or consent of the registered owner
hereof, will extend the maturity hereof or reduce the rate or extend the
time for payment of interest hereon or change the amount of the principal
hereof or of any premium payable on the redemption hereof, or which will
reduce the percentage of the principal amount of Bonds or the percentage of
the principal amount of Bonds of any one series required for the adoption
of the modifications or alterations as aforesaid, or authorize the creation
by the Company, except as expressly authorized by the Indenture, of any
mortgage, pledge, or lien upon the property subjected thereto ranking prior
to or on an equality with the lien thereof.
If a default as defined in the Indenture shall occur, the principal of
this Bond may become or be declared due and payable before maturity, in the
manner and with the effect provided in the Indenture; but any default and
the consequences thereof may be waived by certain percentages of the
bearers or registered owners of Bonds, all as provided in the Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this Bond or for any claim based hereon or otherwise in respect
hereof or of the Indenture against any incorporator, stockholder, director,
or officer, past, present, or future, as such, of the Company or of any
predecessor or successor corporation under any constitution, statute, or
rule of law, or by the enforcement of any assessment, penalty, or
otherwise, all such liability being waived and released by the holder
hereof by the acceptance of this Bond.
Schedule B
NONE
Schedule C
Detail of Filing and Recording of First Mortgage Indenture and Deed
of Trust dated as of August 1, 1954 in Massachusetts.
Date
Recorded Doc. No. Book
Page
Registry of Deeds
County of Berkshire
Middle District 8/18/54 22357 614 395
Northern District 8/18/54 2684 512 97
Southern District 8/18/54 None 310 379
Assigned
County of Franklin 8/18/54 3501 1007 2
County of Hampshire 8/18/54 5070 1175 388
County of Hampden 8/15/54 20682 2331 1
Registry District of Land Court
County of Berkshire
Middle District 10/4/54 8407-A
Northern District 11/5/68 3115
County of Hampshire 8/18/54 822
County of Hampden 8/19/54 18800
Office of Town Clerk,
West Springfield* 3/22/67 6917 None Assigned
*Confirmatory Indenture of
Mortgage filed 8/18/54 None 54 121
Assigned
Secretary of the Commonwealth 442315