SUPPLEMENTAL INDENTURE
Dated as of June 1, 1994
TO
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee
1994 Series C Bonds, Due June 1, 2024
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of June 1, 1994
TABLE OF CONTENTS
PAGE
Parties 1
Recitals 1
Granting Clauses 2
Habendum 2
Grant in Trust 2
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES C
SECTION 1.01. Designation; Amount 3
SECTION 1.02. Form of Bonds of Series C 3
SECTION 1.03. Provisions of Bonds of Series C; Interest Accrual 3
SECTION 1.04. Transfer and Exchange of Bonds of Series C 4
SECTION 1.05. Sinking and Improvement Fund 4
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES C 4
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and
Bonds of Series C 5
SECTION 3.02. Effect of Table of Contents and Headings 5
SECTION 3.03. Counterparts 5
TESTIMONIUM 5
SIGNATURES 5
ACKNOWLEDGMENTS 6
SCHEDULE A - Form of Bond of Series C, Form of
Trustee's Certificate 7
SCHEDULE B - Property Subject to the Lien of the Mortgage 12
SUPPLEMENTAL INDENTURE, dated as of the first day of June, 1994, between
THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing
under the laws of the State of Connecticut (hereinafter called "Company") and
BANKERS TRUST COMPANY, a corporation organized and existing under the laws of
the State of New York (hereinafter called "Trustee").
WHEREAS, the Company heretofore duly executed, acknowledged and delivered
to the Trustee a certain Indenture of Mortgage and Deed of Trust dated as of May
1, 1921, and sixty-one Supplemental Indentures thereto dated respectively as of
May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July
1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936,
December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958,
February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967,
January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1,
1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February
1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980,
October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984,
October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1,
1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December
1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1,
1993, December 1, 1993, February 1, 1994 and February 1, 1994 (said Indenture of
Mortgage and Deed of Trust (i) as heretofore amended, being hereinafter
generally called the "Mortgage Indenture," and (ii) together with said
Supplemental Indentures thereto, being hereinafter generally called the
"Mortgage"), all of which have been duly recorded as required by law, for the
purpose of securing its First and Refunding Mortgage Bonds (of which
$1,330,176,000 aggregate principal amount are outstanding at the date of this
Supplemental Indenture) to an unlimited amount, issued and to be issued for the
purposes and in the manner therein provided, of which Mortgage this Supplemental
Indenture is intended to be made a part, as fully as if therein recited at
length;
WHEREAS, the Company by appropriate and sufficient corporate action in
conformity with the provisions of the Mortgage has duly determined to create a
further series of bonds under the Mortgage to be designated "First and Refunding
Mortgage 8-1/2% Bonds, 1994 Series C" (hereinafter generally referred to as the
"bonds of Series C"), to consist of fully registered bonds containing terms and
provisions duly fixed and determined by the Board of Directors of the Company
and expressed in this Supplemental Indenture, such fully registered bonds and
the Trustee's certificate of its authentication thereof to be substantially in
the forms thereof respectively set forth in Schedule A appended hereto and made
a part hereof; and
WHEREAS, the execution and delivery of this Supplemental Indenture and the
issue of not in excess of one hundred and fifteen million dollars ($115,000,000)
in aggregate principal amount of bonds of Series C and other necessary actions
have been duly authorized by the Board of Directors of the Company; and
WHEREAS, the Company proposes to execute and deliver this Supplemental
Indenture to provide for the issue of the bonds of Series C and to confirm the
lien of the Mortgage on the property referred to below, all as permitted by
Section 14.01 of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this Supplemental
Indenture a valid, binding and legal instrument and to make the bonds of Series
C, when executed by the Company and authenticated by the Trustee valid, binding
and legal obligations of the Company have been authorized and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST
WITNESSETH:
That in order to secure the payment of the principal of and interest on all
bonds issued and to be issued under the Mortgage, according to their tenor and
effect, and according to the terms of the Mortgage and this Supplemental
Indenture, and to secure the performance of the covenants and obligations in
said bonds and in the Mortgage and this Supplemental Indenture respectively
contained, and for the better assuring and confirming unto the Trustee, its
successor or successors and its or their assigns, upon the trusts and for the
purposes expressed in the Mortgage and this Supplemental Indenture, all and
singular the hereditament, premises, estates and property of the Company thereby
conveyed or assigned or intended so to be, or which the Company may thereafter
have become bound to convey or assign to the Trustee, as security for said bonds
(except such hereditament, premises, estates and property as shall have been
disposed of or released or withdrawn from the lien of the Mortgage and this
Supplemental Indenture, in accordance with the provisions thereof and subject to
alterations, modifications and changes in said hereditament, premises, estates
and property as permitted under the provisions thereof), the Company, for and in
consideration of the premises and the sum of One Dollar ($1.00) to it in hand
paid by the Trustee, the receipt whereof is hereby acknowledged, and of other
valuable considerations, has granted, bargained, sold, assigned, mortgaged,
pledged, transferred, set over, aliened, enfeoffed, released, conveyed and
confirmed, and by these presents does grant, bargain, sell, assign, mortgage,
pledge, transfer, set over, alien, enfeoff, release, convey and confirm unto
said Bankers Trust Company, as Trustee, and its successor or successors in the
trusts created by the Mortgage and this Supplemental Indenture, and its and
their assigns, all of said hereditament, premises, estates and property (except
and subject as aforesaid), as fully as though described at length herein,
including, without limitation of the foregoing, the property, rights and
privileges of the Company described or referred to in Schedule B hereto.
Together with all plants, buildings, structures, improvements and machinery
located upon said real estate or any portion thereof, and all rights, privileges
and easements of every kind and nature appurtenant thereto, and all and singular
the tenements, hereditament and appurtenances belonging to the real estate or
any part thereof described or referred to in Schedule B or intended so to be, or
in any wise appertaining thereto, and the reversions, remainders, rents, issues
and profits thereof, and also all the estate, right, title, interest, property,
possession, claim and demand whatsoever, as well in law as in equity, of the
Company, of, in and to the same and any and every part thereof, with the
appurtenances; except and subject as aforesaid.
TO HAVE AND TO HOLD all and singular the property, rights and privileges
hereby granted or mentioned or intended so to be, together with all and singular
the reversions, remainders, rents, revenues, income, issues and profits,
privileges and appurtenances, now or hereafter belonging or in any way
appertaining thereto, unto the Trustee and its successor or successors in the
trust created by the Mortgage and this Supplemental Indenture, and its and their
assigns, forever, and with like effect as if the above described property,
rights and privileges had been specifically described at length in the Mortgage
and this Supplemental Indenture.
Subject, however, to permitted liens, as defined in the Mortgage Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and this
Supplemental Indenture for those who shall hold the bonds and coupons issued and
to be issued thereunder, or any of them, without preference, priority or
distinction as to lien of any of said bonds and coupons over any others thereof
by reason of priority in the time of the issue or negotiation thereof, or
otherwise howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest set forth in
the Mortgage and this Supplemental Indenture (and subject to any sinking fund
that may heretofore have been or hereafter be created for the benefit of any
particular series).
And it is hereby covenanted that all such bonds of Series C are to be
issued, authenticated and delivered, and that the mortgaged premises are to be
held by the Trustee, upon and subject to the trusts, covenants, provisions and
conditions and for the uses and purposes set forth in the Mortgage and this
Supplemental Indenture and upon and subject to the further covenants, provisions
and conditions and for the uses and purposes hereinafter set forth, as follows,
to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF SERIES C
SECTION 1.01. Designation; Amount. The bonds of Series C shall be
designated "First and Refunding Mortgage 8-1/2% Bonds, 1994 Series C" and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed one hundred
and fifteen million dollars ($115,000,000) in aggregate principal amount at any
one time outstanding. The initial issue of the bonds of Series C may be
effected upon compliance with the applicable provisions of the Mortgage
Indenture.
SECTION 1.02. Form of Bonds of Series C. The bonds of Series C
shall be issued only in fully registered form without coupons in denominations
of one thousand dollars ($1,000) and multiples thereof.
The bonds of Series C and the certificate of the Trustee upon said bonds
shall be substantially in the forms thereof respectively set forth in Schedule A
appended hereto.
SECTION 1.03. Provisions of Bonds of Series C; Interest Accrual. The
bonds of Series C shall mature on June 1, 2024 and shall bear interest, payable
semiannually on the first days of June and December of each year, commencing
December 1, 1994, at the rate specified in their title, until the Company's
obligation in respect of the principal thereof shall be discharged; and shall be
payable both as to principal and interest at the office or agency of the Company
in the Borough of Manhattan, New York, New York, in any coin or currency of the
United States of America which at the time of payment is legal tender for the
payment of public and private debts. The interest on the bonds of Series C,
whether in temporary or definitive form, shall be payable without presentation
of such bonds; and only to or upon the written order of the registered holders
thereof of record at the applicable record date. The bonds of Series C shall be
callable for redemption in whole or in part according to the terms and
provisions provided herein in Article 2.
Each bond of Series C shall be dated as of June 1, 1994 and shall bear
interest on the principal amount thereof from the interest payment date next
preceding the date of authentication thereof by the Trustee to which interest
has been paid on the bonds of Series C, or if the date of authentication thereof
is prior to November 16, 1994, then from the date of original issuance, or if
the date of authentication thereof be an interest payment date to which interest
is being paid or a date between the record date for any such interest payment
date and such interest payment date, then from such interest payment date.
The person in whose name any bond of Series C is registered at the close of
business on any record date (as hereinafter defined) with respect to any
interest payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding the cancellation of such bond upon any
registration of transfer or exchange thereof subsequent to the record date and
prior to such interest payment date, except that if and to the extent the
Company shall default in the payment of the interest due on such interest
payment date, then such defaulted interest shall be paid to the person in whose
name such bond is registered on a subsequent record date for the payment of
defaulted interest if one shall have been established as hereinafter provided
and otherwise on the date of payment of such defaulted interest. A subsequent
record date may be established by the Company by notice mailed to the owners of
bonds of Series C not less than ten days preceding such record date, which
record date shall not be more than thirty days prior to the subsequent interest
payment date. The term "record date" as used in this Section with respect to
any regular interest payment (i.e., June 1 or December 1) shall mean the May 15
or November 15, as the case may be, next preceding such interest payment date,
or if such May 15 or November 15 shall be a legal holiday or a day on which
banking institutions in the Borough of Manhattan, New York, New York are
authorized by law to close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so authorized to close.
SECTION 1.04. Transfer and Exchange of Bonds of Series C. The bonds of
Series C may be surrendered for registration of transfer as provided in Section
2.06 of the Mortgage Indenture at the office or agency of the Company in the
Borough of Manhattan, New York, New York, and may be surrendered at said office
for exchange for a like aggregate principal amount of bonds of Series C of other
authorized denominations. Notwithstanding the provisions of Section 2.06 of the
Mortgage Indenture, no charge, except for taxes or other governmental charges,
shall be made by the Company for any registration of transfer of bonds of Series
C or for the exchange of any bonds of Series C for such bonds of other
authorized denominations.
SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of
Series C, solely by virtue of its acquisition thereof, shall have and be deemed
to have consented, without the need for any further action or consent by such
holder, to any and all amendments to the Mortgage Indenture which are intended
to eliminate or modify in any manner the requirements of the sinking and
improvement fund as provided for in Section 6.14 thereof.
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES C.
The bonds of Series C are not subject to redemption at the option of the
Company prior to June 1, 2004. Thereafter, the bonds of Series C shall be
redeemable as a whole at any time or in part from time to time in accordance
with the provisions of the Mortgage and upon not less than thirty (30) days'
prior notice given by mail as provided in the Mortgage (which notice may state
that it is subject to the receipt of the redemption moneys by the Trustee on or
before the date fixed for redemption and which notice shall be of no effect
unless such moneys are so received on or before such date), either at the option
of the Company, or for the purpose of any applicable provision of the Mortgage,
at the following prices:
(a) if redeemed with trust moneys deposited with or received by the
Trustee pursuant to Section 3.55 or Section 6.06 or Section 6.09 or Section
6.14 or Article 8.5 of the Mortgage Indenture, then at the applicable
special redemption price, stated as a percentage of the principal amount,
specified under the column headed Special Redemption Price in the form of
bond of Series C set forth in Schedule A appended hereto, together in every
case with accrued and unpaid interest thereon to the date fixed for
redemption; and
(b) otherwise, at the applicable general redemption price, stated as
a percentage of the principal amount, specified under the column headed
General Redemption Price in the form of bond of Series C set forth in
Schedule A appended hereto, together in every case with accrued and unpaid
interest thereon to the date fixed for redemption.
ARTICLE 3.
MISCELLANEOUS.
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of Series C.
Nothing in this Supplemental Indenture, or in the bonds of Series C, expressed
or implied, is intended to or shall be construed to give to any person or
corporation other than the Company, the Trustee and the holders of the bonds and
interest obligations secured by the Mortgage and this Supplemental Indenture,
any legal or equitable right, remedy or claim under or in respect of this
Supplemental Indenture or of any covenant, condition or provision herein
contained. All the covenants, conditions and provisions hereof are and shall be
held to be for the sole and exclusive benefit of the Company, the Trustee and
the holders of the bonds and interest obligations secured by the Mortgage and
this Supplemental Indenture.
SECTION 3.02. Effect of Table of Contents and Headings. The table of
contents and the descriptive headings of the several Articles and Sections of
this Supplemental Indenture are inserted for convenience of reference only and
are not to be taken to be any part of this Supplemental Indenture or to control
or affect the meaning, construction or effect of the same.
SECTION 3.03. Counterparts. For the purpose of facilitating the recording
hereof, this Supplemental Indenture may be executed in any number of
counterparts, each of which shall be and shall be taken to be an original and
all collectively but one instrument.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused
these presents to be executed by a Vice President and its corporate seal to be
hereunto affixed, duly attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company has caused these presents to be executed by a Vice
President or Assistant Vice President and its corporate seal to be hereunto
affixed, duly attested by one of its Assistant Secretaries, as of the day and
year first above written.
THE CONNECTICUT LIGHT AND POWER
COMPANY
Attest:
/s/ Mark A. Joyse By /s/ John B. Keane
Mark A. Joyse John B. Keane
Assistant Secretary Vice President
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Tracy A. DeCredico
/s/ Jane P. Seidl
BANKERS TRUST COMPANY
Attest:
/s/ Scott Thiel By /s/ Robert Caporale
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Denise Mitchell
/s/ Michael Alba
STATE OF CONNECTICUT )
) SS.: BERLIN
COUNTY OF HARTFORD )
On this 18th day of May 1994, before me, Deborah A. Lacus, the undersigned
officer, personally appeared John B. Keane and Mark A. Joyse, who acknowledged
themselves to be Vice President and Assistant Secretary, respectively, of THE
CONNECTICUT LIGHT AND POWER COMPANY, a corporation, and that they, as such Vice
President and such Assistant Secretary, being authorized so to do, executed the
foregoing instrument for the purpose therein contained, by signing the name of
the corporation by themselves as Vice President and Assistant Secretary, and as
their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Deborah A. Lacus
Deborah A. Lacus
Notary Public
My commission expires December 31, 1995
(SEAL)
STATE OF NEW YORK )
) SS.: NEW YORKCOUNTY OF NEW YORK )
On this 19th day of May, 1994, before me, John Florio, the undersigned
officer, personally appeared Robert Caporale and Scott Thiel who acknowledged
themselves to be Vice President and Assistant Treasurer, respectively, of
BANKERS TRUST COMPANY, a corporation, and that they, as such Vice President and
such Assistant Treasurer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained, by signing the name of the
corporation by themselves as Vice President and Assistant Treasurer, and as
their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ John Florio
John Florio
Notary Public, State of New York
No. 01FL5021631
Qualified in New York County
My Commission Expires December 20, 1995
(SEAL)
SCHEDULE A
[FORM OF BONDS OF SERIES C]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE 8-1/2% BOND, 1994 SERIES C
PRINCIPAL DUE JUNE 1, 2024
FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation
organized and existing under the laws of the State of Connecticut (hereinafter
called the Company), hereby promises to pay to /s/ or registered
assigns, the principal sum of dollars, on the first day of
----------------
June, 2024 and to pay interest on said sum, semiannually on the first days of
June and December in each year, commencing December 1, 1994, until the Company's
obligation with respect to said principal sum shall be discharged, at the rate
per annum specified in the title of this bond from the interest payment date
next preceding the date of authentication hereof to which interest has been paid
on the bonds of this series, or if the date of authentication hereof is prior to
November 16, 1994, then from the date of original issuance, or if the date of
authentication hereof is an interest payment date to which interest is being
paid or a date between the record date for any such interest payment date and
such interest payment date, then from such interest payment date. Both
principal and interest shall be payable at the office or agency of the Company
in the Borough of Manhattan, New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.
Each installment of interest hereon (other than overdue interest) shall be
payable to the person who shall be the registered owner of this bond at the
close of business on the record date, which shall be the May 15 or November 15,
as the case may be, next preceding the interest payment date, or, if such May 15
or November 15 shall be a legal holiday or a day on which banking institutions
in the Borough of Manhattan, New York, New York, are authorized by law to close,
the next preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
Reference is hereby made to the further provisions of this bond set forth
on the reverse hereof, including without limitation provisions in regard to the
call and redemption and the registration of transfer and exchangeability of this
bond, and such further provisions shall for all purposes have the same effect as
though fully set forth in this place.
This bond shall not become or be valid or obligatory until the certificate
of authentication hereon shall have been signed by Bankers Trust Company
(hereinafter with its successors as defined in the Mortgage hereinafter referred
to, generally called the Trustee), or by such a successor.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused this
bond to be executed in its corporate name and on its behalf by its President by
his signature or a facsimile thereof, and its corporate seal to be affixed or
imprinted hereon and attested by the manual or facsimile signature of its
Secretary.
Dated as of June 1, 1994.
THE CONNECTICUT LIGHT AND POWER COMPANY
By
-------------------------------------
President
Attest:
Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
Bankers Trust Company hereby certifies that this bond is one of the bonds
described in the within mentioned Mortgage.
BANKERS TRUST COMPANY, TRUSTEE
By
-------------------------------------------
Authorized Officer
Dated:
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE 8-1/2% BOND, 1994 SERIES C
This bond is one of an issue of bonds of the Company, of an unlimited
authorized amount of coupon bonds or registered bonds without coupons, or both,
known as its First and Refunding Mortgage Bonds, all issued or to be issued in
one or more series, and is one of a series of said bonds limited in principal
amount to one hundred and fifteen million dollars ($115,000,000), consisting
only of registered bonds without coupons and designated "First and Refunding
Mortgage 8-1/2% Bonds, 1994 Series C," all of which bonds are issued or are to
be issued under, and equally and ratably secured by, a certain Indenture of
Mortgage and Deed and Trust dated as of May 1, 1921, and by sixty-two
Supplemental Indentures dated respectively as of May 1, 1921, February 1, 1924,
July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September
1, 1936, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944,
September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1,
1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961,
September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968,
December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1,
1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1,
1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October
1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986,
April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1,
1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1,
1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1,
1994, February 1, 1994 and June 1, 1994 (said Indenture of Mortgage and Deed of
Trust and Supplemental Indentures being collectively referred to herein as the
"Mortgage"), all executed by the Company to Bankers Trust Company, as Trustee,
all as provided in the Mortgage to which reference is made for a statement of
the property mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds in respect thereof and the terms and
conditions upon which the bonds may be issued and are secured; but neither the
foregoing reference to the Mortgage nor any provision of this bond or of the
Mortgage shall affect or impair the obligation of the Company, which is
absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this bond as herein provided. The
principal of this bond may be declared or may become due on the conditions, in
the manner and at the time set forth in the Mortgage, upon the happening of an
event of default as in the Mortgage provided.
This bond is transferable by the registered holder hereof in person or by
attorney upon surrender hereof at the office or agency of the Company in the
Borough of Manhattan, New York, New York, together with a written instrument of
transfer in approved form, signed by the holder, and a new bond or bonds of this
series for a like principal amount in authorized denominations will be issued in
exchange, all as provided in the Mortgage. Prior to due presentment for
registration of transfer of this bond the Company and the Trustee may deem and
treat the registered owner hereof as the absolute owner hereof, whether or not
this bond be overdue, for the purpose of receiving payment and for all other
purposes, and neither the Company nor the Trustee shall be affected by any
notice to the contrary.
This bond is exchangeable at the option of the registered holder hereof
upon surrender hereof, at the office or agency of the Company in the Borough of
Manhattan, New York, New York, for an equal principal amount of bonds of this
series of other authorized denominations, in the manner and on the terms
provided in the Mortgage.
Bonds of this series are to be issued initially under a book-entry only
system and, except as hereinafter provided, registered in the name of The
Depository Trust Company, New York, New York ("DTC") or its nominee, which shall
be considered to be the holder of all bonds of this series for all purposes of
the Mortgage, including, without limitation, payment by the Company of principal
of and interest on such bonds of this series and receipt of notices and exercise
of rights of holders of such bonds of this series. There shall be a single bond
of this series which shall be immobilized in the custody of DTC with the owners
of book-entry interests in bonds of this series ("Book-Entry Interests") having
no right to receive bonds of this series in the form of physical securities or
certificates. Ownership of Book-Entry Interests shall be shown by book-entry on
the system maintained and operated by DTC, its participants (the "Participants")
and certain persons acting through the Participants. Transfers of ownership of
Book-Entry Interests are to be made only by DTC and the Participants by that
book-entry system, the Company and the Trustee having no responsibility therefor
so long as bonds of this series are registered in the name of DTC or its
nominee. DTC is to maintain records of positions of Participants in bonds of
this series, and the Participants and persons acting through Participants are to
maintain records of the purchasers and owners of Book-Entry Interests. If DTC
or its nominee determines not to continue to act as a depository for the bonds
of this series in connection with a book-entry only system, another depository,
if available, may act instead and the single bond of this series will be
transferred into the name of such other depository or its nominee, in which case
the above provisions will continue to apply to the new depository. If the book-
entry only system for bonds of this series is discontinued for any reason, upon
surrender and cancellation of the single bond of this series registered in the
name of the then depository or its nominee, new registered bonds of this series
will be issued in authorized denominations to the holders of Book-Entry
Interests in principal amounts coinciding with the amounts of Book-Entry
Interests shown on the book-entry system immediately prior to the discontinuance
thereof. Neither the Trustee nor the Company shall be responsible for the
accuracy of the interests shown on that system.
The bonds of this series are not subject to redemption at the option of the
Company prior to June 1, 2004. Thereafter, the bonds of this series are
subject to redemption prior to maturity as a whole at any time or in part from
time to time in accordance with the provisions of the Mortgage, upon not less
than thirty (30) days' prior notice (which notice may be made subject to the
deposit of redemption moneys with the Trustee before the date fixed for
redemption) given by mail as provided in the Mortgage, either at the option of
the Company, or for the purposes of any applicable provision of the Mortgage, at
the following prices, together in every case with accrued and unpaid interest
thereon to the date fixed for redemption:
(a) if redeemed with trust moneys deposited with or received by the
Trustee pursuant to specified provisions of the Mortgage, then at the
applicable special redemption price, stated as a percentage of the
principal amount, set forth below; and
(b) otherwise, at the applicable general redemption price, stated as
a percentage of the principal amount, set forth below:
If date fixed for General Special
redemption falls Redemption Redemption
within twelve months' Price (% Price (%
period ending the of principal of principal
last day of May amount called) amount called)
--------------- -------------- --------------
2005 103.87 100.00
2006 103.48 100.00
2007 103.09 100.00
2008 102.71 100.00
2009 102.32 100.00
2010 101.94 100.00
2011 101.55 100.00
2012 101.16 100.00
2013 100.78 100.00
2014 100.39 100.00
2015 100.00 100.00
2016 100.00 100.00
2017 100.00 100.00
2018 100.00 100.00
2019 100.00 100.00
2020 100.00 100.00
2021 100.00 100.00
2022 100.00 100.00
2023 100.00 100.00
2024 100.00 100.00
The Mortgage provides that the Company and the Trustee, with consent of the
holders of not less than 66-2/3% in aggregate principal amount of the bonds at
the time outstanding which would be affected by the action proposed to be taken,
may by supplemental indenture add any provisions to or change or eliminate any
of the provisions of the Mortgage or modify the rights of the holders of the
bonds and coupons issued thereunder; provided, however, that without the consent
of the holder hereof no such supplemental indenture shall affect the terms of
payment of the principal of or interest or premium on this bond, or reduce the
aforesaid percentage of the bonds the holders of which are required to consent
to such a supplemental indenture, or permit the creation by the Company of any
mortgage or pledge or lien in the nature thereof ranking prior to or equal with
the lien of the Mortgage or deprive the holder hereof of the lien of the
Mortgage on any of the property which is subject to the lien thereof.
As set forth in the Supplemental Indenture establishing the terms and series of
the bonds of this series, each holder of this bond, solely by virtue of its
acquisition thereof, shall have and be deemed to have consented, without the
need for any further action or consent by such holder, to any and all amendments
to the Mortgage which are intended to eliminate or modify in any manner the
requirements of the sinking and improvement fund as set forth in Section 6.14 of
the Mortgage.
No recourse shall be had for the payment of the principal of or the interest on
this bond, or any part thereof, or for any claim based thereon or otherwise in
respect thereof, to any incorporator, or any past, present or future
stockholder, officer or director of the Company, either directly or indirectly,
by virtue of any statute or by enforcement of any assessment or otherwise, and
any and all liability of the said incorporators, stockholders, officers or
directors of the Company in respect to this bond is hereby expressly waived and
released by every holder hereof.
SCHEDULE B
PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE
IN CONNECTICUT
TOWN OF ASHFORD
All of the following described rights, privileges and easements situated
in the Town of Ashford, County of Windham and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(1) Rex Harkness et al January 18, 1994 103 547
(2) C. Nelson Construction,Inc. January 17, 1994 103 641
(3) Town of Ashford March 11, 1994 104 002
TOWN OF AVON
All of the following described rights, privileges and easements situated
in the Town of Avon, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(4) Edward M. Ferrigno Construction December 13, 1993 288 808
Company, Inc.
(5) Solo Development January 13, 1994 291 325
TOWN OF BERLIN
All of the following described rights, privileges and easements situated
in the Town of Berlin, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(6) Kensington Woods, Incorporated December 16, 1993 356 40
TOWN OF BRISTOL
All of the following described rights, privileges and easements situated
in the Town of Bristol, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(7) Bruce Development Corporation, December 10, 1993 1115 650
Inc. et al
TOWN OF BURLINGTON
All of the following described rights, privileges and easements situated
in the Town of Burlington, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(8) Woodland Notch Development May 27, 1993 140 756
Corporation
TOWN OF CANTON
All of the following described rights, privileges and easements situated
in the Town of Canton, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(9) Michael A. Hollender et al October 2, 1993 196 384
TOWN OF CHESHIRE
All of the following described rights, privileges and easements situated
in the Town of Cheshire, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(10) Thomas J. Norback et al December 7, 1993 1024 224
(11) Neda DeMayo et al February 1, 1994 1036 223*
* Inter Alia: Hamden
TOWN OF CLINTON
All of the following described rights, privileges and easements situated
in the Town of Clinton, County of Middlesex and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(12) Lione Enterprises August 30, 1993 225 67
TOWN OF DANBURY
All of the following described rights, privileges and easements situated
in the Town of Danbury, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(13) Warren Ramey February 1, 1994 1077 823
(14) Mario Aldo Ljubicic et al January 12, 1994 1077 903
TOWN OF DURHAM
All of the following described rights, privileges and easements situated
in the Town of Durham, County of Middlesex and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(15) William J. O'Neal December 2, 1993 140 107
TOWN OF EAST WINDSOR
All of the following described rights, privileges and easements situated
in the Town of East Windsor, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(16) Connecticut Development Group, December 3, 1993 176 1061
Inc. of Glastonbury
TOWN OF ELLINGTON
All of the following described rights, privileges and easements situated
in the Town of Ellington, County of Tolland and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(17) The SBD Partnership December 21, 1993 207 136
(18) MMS Country Home Properties, January 26, 1994 207 138
Inc.
TOWN OF ENFIELD
All of the following described rights, privileges and easements situated
in the Town of Enfield, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(19) Hazard Avenue Associates May 25, 1988 575 225
(20) Lan Associates XII, Limited May 29, 1986 519 1118
Partnership
(21) Leaska Construction Co. October 22, 1990 622 15
(22) Carriage House I-Enfield, Inc.October 8, 1987 561 611
(23) Daro Development Corporation October 22, 1986 530 724
(24) ADS Realty Co., Inc. April 24, 1989 594 1189
TOWN OF GREENWICH
All of the following described rights, privileges and easements situated
in the Town of Greenwich, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(25) Mario E. Autera et al December 7, 1992 2450 75
TOWN OF HAMDEN
All of the following described rights, privileges and easements situated
in the Town of Hamden, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(26) Neda DeMayo et al February 1, 1994 1399 294*
TOWN OF LEBANON
All of the following described rights, privileges and easements situated
in the Town of Lebanon, County of New London and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(27) G. Bradford Foster et al November 1, 1993 155 515
(28) Farmers & Mechanics Bank December 10, 1993 156 87
(29) Donald A. Demar January 17, 1994 156 589
TOWN OF LITCHFIELD
All of the following described rights, privileges and easements situated
in the Town of Litchfield, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(30) Nancy D. Goldring et al October 25, 1993 219 1162
&
November 15, 1993
* Inter Alia: Cheshire
TOWN OF MANCHESTER
All of the following described rights, privileges and easements situated
in the Town of Manchester, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(31) TAVCO Associates December 8, 1992 1671 343
TOWN OF MIDDLEBURY
All of the following described rights, privileges and easements situated
in the Town of Middlebury, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(32) Christine N. Lavigne et al August 11, 1992 127 912
TOWN OF MONROE
All of the following described rights, privileges and easements situated
in the Town of Monroe, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(33) Carol B. Steiner October 13, 1988 425 154
TOWN OF MONTVILLE
All of the following described rights, privileges and easements situated
in the Town of Montville, County of New London and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(34) Bernard Barnett et al June 17, 1993 255 777
(35) Jean K. Milefski et al December 15, 1993 264 250
TOWN OF NAUGATUCK
All of the following described rights, privileges and easements situated
in the Town of Naugatuck, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(36) Realrock Associates December 20, 1993 389 919
TOWN OF NEW MILFORD
All of the following described rights, privileges and easements situated
in the Town of New Milford, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(37) Joseph S. Tarzia May 21, 1993 476 791
(38) John W. Dinneen, Jr. et al November 10, 1993 484 812
TOWN OF NEWTOWN
All of the following described rights, privileges and easements situated
in the Town of Newtown, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(39) Joseph Scherpf December 21, 1993 486 88
(40) Early Settlers Limited February 9, 1994 488 630
Partnership
TOWN OF NORTH STONINGTON
All of the following described rights, privileges and easements situated
in the Town of North Stonington, County of New London and State of Connecticut,
more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(41) B & D Associates January 3, 1994 99 581
TOWN OF OLD LYME
All of the following described rights, privileges and easements situated
in the Town of Old Lyme, County of New London and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(42) Gary D. Smith June 17, 1993 211 551
TOWN OF PLAINFIELD
All of the following described rights, privileges and easements situated
in the Town of Plainfield, County of Windham and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(43) Kenneth E. Tetreault March 30, 1994 222 12
TOWN OF RIDGEFIELD
All of the following described rights, privileges and easements situated
in the Town of Ridgefield, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(44) Sturges Brothers, Inc. August 28, 1993 476 98
(45) William A. Jones January 14, 1994 485 911
TOWN OF SIMSBURY
All of the following described rights, privileges and easements situated
in the Town of Simsbury, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(46) Estate of George L. Engel April 8, 1994 429 68
TOWN OF SOUTHBURY
All of the following described rights, privileges and easements situated
in the Town of Southbury, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(47) Naugatuck Savings Bank et al May 7, 1993 271 549
(48) T D I, Ltd. April 8, 1993 271 613
TOWN OF SOUTHINGTON
All of the following described rights, privileges and easements situated
in the Town of Southington, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(49) David W. Florian September 25, 1992 548 826
(50) Katherine Florian September 25, 1992 548 828
(51) Carl J. Sokolowski, Trustee September 30, 1992 548 830
(52) LePage Homes, Inc. March 8, 1993 560 840
(53) William G. Gioia February 14, 1994 594 795
TOWN OF SOUTH WINDSOR
All of the following described rights, privileges and easements situated
in the Town of South Windsor, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(54) Dart Hill Realty, Inc. March 22, 1994 784 30
TOWN OF STAFFORD
All of the following described rights, privileges and easements situated
in the Town of Stafford, County of Tolland and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(55) Maiolo Real Estate Investment November 18, 1993 313 3
Company, Inc.
TOWN OF STERLING
All of the following described rights, privileges and easements situated
in the Town of Sterling, County of Windham and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(56) Christopher Adam Sliwinski August 18, 1993 69 707
(57) Peter F. Maerkel July 16, 1993 69 1052
(58) Patten Liquidation Sales January 11, 1994 70 40
Corporation
TOWN OF SUFFIELD
All of the following described rights, privileges and easements situated
in the Town of Suffield, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(59) Briarwood Homes, Inc. February 8, 1994 252 455
TOWN OF THOMASTON
All of the following described rights, privileges and easements situated
in the Town of Thomaston, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(60) Robert D. Scanlon et al February 18, 1993 144 31
TOWN OF TOLLAND
All of the following described rights, privileges and easements situated
in the Town of Tolland, County of Tolland and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(61) Alan D. Williams et al November 22, 1993 474 73
TOWN OF TORRINGTON
All of the following described rights, privileges and easements situated
in the Town of Torrington, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(62) David Vaill November 18, 1992 574 1031
(63) The Charlotte Hungerford June 4, 1993 575 697
Hospital et al
(64) The Charlotte Hungerford December 8, 1993 587 965
Hospital et al
TOWN OF VOLUNTOWN
All of the following described rights, privileges and easements situated
in the Town of Voluntown, County of New London and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(65) Town of Voluntown March 8, 1994 61 994
TOWN OF WATERBURY
All of the following described rights, privileges and easements situated
in the Town of Waterbury, County of New Haven and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(66) Daniel W. Ferraro May 26, 1993 2972 12
TOWN OF WATERTOWN
All of the following described rights, privileges and easements situated
in the Town of Watertown, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(67) The Torrington Company May 12, 1993 700 237
TOWN OF WESTON
All of the following described rights, privileges and easements situated
in the Town of Weston, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(68) KHM Family Trust January 26, 1994 217 625
TOWN OF WILTON
All of the following described rights, privileges and easements situated
in the Town of Wilton, County of Fairfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(69) Thomas T. Adams, Trustee April 20, 1992 785 51
(70) Thomas T. Adams, Trustee January 3, 1994 887 112
TOWN OF WOODBURY
All of the following described rights, privileges and easements situated
in the Town of Woodbury, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(71) Garwin D. Hardisty June 10, 1993 195 939
TOWN OF WOODSTOCK
All of the following described rights, privileges and easements situated
in the Town of Woodstock, County of Windham and State of Connecticut, more
particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page