SUPPLEMENTAL INDENTURE
Dated as of October 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 D Bonds, Due October 1, 2024
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of October 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 D
SECTION 1.01. Designation; Amount 3
SECTION 1.02. Form of Bonds of Series D 3
SECTION 1.03. Provisions of Bonds of Series D; Interest Accrual 3
SECTION 1.04. Transfer and Exchange of Bonds of Series D 4
SECTION 1.05. Sinking and Improvement Fund 4
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES D 4
ARTICLE 3.
REPAYMENT OF BONDS OF SERIES D AT OPTION OF HOLDER 4
ARTICLE 4.
MISCELLANEOUS
SECTION 4.01. Benefits of Supplemental Indenture and
Bonds of Series D 4
SECTION 4.02. Effect of Table of Contents and Headings 5
SECTION 4.03. Counterparts 5
TESTIMONIUM 5
SIGNATURES 5
ACKNOWLEDGMENTS 6
SCHEDULE A - Form of Bond of Series D, Form of
Trustee's Certificate 7
SCHEDULE B - Property Subject to the Lien of the Mortgage 13
SUPPLEMENTAL INDENTURE, dated as of the first day of October, 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-two 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,
February 1, 1994 and June 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 $1,330,000,000 aggregate principal amount are
outstanding at the date of this Supplemental Indenture) to an unlimited amount,
issued and to be issued for the purposes and in the manner therein provided, of
which Mortgage this Supplemental Indenture is intended to be made a part, as
fully as if therein recited at length;
WHEREAS, the Company by appropriate and sufficient corporate action in
conformity with the provisions of the Mortgage has duly determined to create a
further series of bonds under the Mortgage to be designated "First and Refunding
Mortgage 7-7/8% Bonds, 1994 Series D" (hereinafter generally referred to as the
"bonds of Series D"), 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 forty million dollars ($140,000,000)
in aggregate principal amount of bonds of Series D 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 D 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
D, 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 D 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 D
SECTION 1.01. Designation; Amount. The bonds of Series D shall be
designated "First and Refunding Mortgage 7-7/8% Bonds, 1994 Series D" and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed one hundred
and forty million dollars ($140,000,000) in aggregate principal amount at any
one time outstanding. The initial issue of the bonds of Series D may be
effected upon compliance with the applicable provisions of the Mortgage
Indenture.
SECTION 1.02. Form of Bonds of Series D. The bonds of Series D
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 D 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 D; Interest Accrual. The
bonds of Series D shall mature on October 1, 2024 and shall bear interest,
payable semiannually on the first days of April and October of each year,
commencing April 1, 1995, 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 D, 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 D 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 D shall be dated as of October 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 D, or if the date of authentication thereof
is prior to March 16, 1995, 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 D 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 D 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., April 1 or October 1) shall mean the March
15 or September 15, as the case may be, next preceding such interest payment
date, or if such March 15 or September 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 D. The bonds of
Series D 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 D
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 D or for the exchange of any bonds of Series D for
such bonds of other authorized denominations.
SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of
Series D, 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 D.
The bonds of Series D shall not be redeemable as a whole or in part at any
time.
ARTICLE 3
REPAYMENT OF BONDS OF SERIES D AT OPTION OF HOLDER
Any of the bonds of Series D are subject to repayment on October 1, 2001 at
the option of the holder of the bond of Series D as set forth in the form of
bond of Series D appended hereto.
ARTICLE 4
MISCELLANEOUS.
SECTION 4.01. Benefits of Supplemental Indenture and Bonds of Series D.
Nothing in this Supplemental Indenture, or in the bonds of Series D, 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 4.02. 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 4.03. 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/ Jeffrey C. Miller
BANKERS TRUST COMPANY
Attest:
/s/ Scott Thiel By /s/ Robert Caporale
Scott Thiel Robert Caporale
Assistant Treasurer Vice President
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Kerri O'Brien
/s/ Denise Mitchell
(STATE OF CONNECTICUT )
) SS.: BERLIN
COUNTY OF HARTFORD )
On this 28th day of September, 1994, before me, Deborah A. Tawrel, 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. Tawrel
Deborah A. Tawrel
Notary Public
My commission expires December 31, 1995
(SEAL)
STATE OF NEW YORK )
) SS.: NEW YORK
COUNTY OF NEW YORK )
On this day of September, 1994, before me, Sharon V. Alston, 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/ Sharon V. Alston
Sharon V. Alston
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
My Commission expires
--------------
(SEAL)
(SEAL)
SCHEDULE A
[FORM OF BONDS OF SERIES D]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE 7-7/8% BOND, 1994 SERIES D
PRINCIPAL DUE October 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 , or registered
---------------
assigns, the principal sum of dollars, on the first day
------------------------
of October, 2024 and to pay interest on said sum, semiannually on the first days
of April and October in each year, commencing April 1, 1995, 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
March 16, 1995, 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 March 15 or
September 15, as the case may be, next preceding the interest payment date, or,
if such March 15 or September 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.
This bond is subject to repayment on October 1, 2001 at the option of the
registered holder hereof exercisable during the period from and including August
1, 2001 to and including September 1, 2001 at a repayment price equal to the
principal amount hereof to be repaid, together with interest payable hereon to
the repayment date, as described on the reverse hereof.
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, repayment at option of holder 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 October 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 7-7/8% BOND, 1994 SERIES D
This bond is one of an issue of bonds of the Company, of an unlimited
authorized amount of coupon bonds or registered bonds without coupons, or both,
known as its First and Refunding Mortgage Bonds, all issued or to be issued in
one or more series, and is one of a series of said bonds limited in principal
amount to one hundred and forty million dollars ($140,000,000), consisting only
of registered bonds without coupons and designated "First and Refunding Mortgage
7-7/8% Bonds, 1994 Series D," 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-three 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, June 1, 1994 and October 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 as a whole or in
part prior to maturity.
This bond will be repayable on October 1, 2001, at the option of the
registered holder or holders hereof, at 100% of its principal amount together
with interest payable to the date of repayment. The repayment option may be
exercised by a registered holder or holders of this bond for less than the
entire principal amount of the bond, provided the principal amount which is to
be repaid to such holder is equal to $1,000 or an integral multiple of $1,000.
Such election by a registered holder to tender this bond for repayment will be
irrevocable.
So long as this bond is held under the book-entry only system referred to
above, DTC or its nominee, as registered holder of the bond, will be entitled to
tender the bond on October 1, 2001 for repayment and such tender will be
effected by means of DTC's Repayment Option Procedures. During the period from
and including August 1, 2001 to and including September 1, 2001 or, if September
1, 2001 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 succeeding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close, DTC will receive instructions from its
Participant or Participants (acting on behalf of the owner or owners of
beneficial interests in this bond) to tender this bond for purchase under DTC's
Repayment Option Procedures. Such tender for purchase will be made by DTC by
means of a book-entry credit of the bond to the account of the Trustee, provided
that DTC receives instructions from the tendering Participant or Participants by
Noon on September 1, 2001. Promptly after the recording of such book-entry
credit, DTC will provide the Trustee an Agent Put Daily Activity Report in
accordance with its Repayment Option Procedures, identifying this bond and the
aggregate principal amount hereof as to which such tender for purchase has been
made. OWNERS OF BENEFICIAL INTERESTS IN THIS BOND WHO WISH TO EFFECTUATE THE
TENDER AND REPAYMENT OF THIS BOND MUST INSTRUCT THEIR RESPECTIVE DTC PARTICIPANT
OR PARTICIPANTS A REASONABLE PERIOD OF TIME IN ADVANCE OF SEPTEMBER 1, 2001.
If at any time the use of a book-entry only system through DTC (or any
successor securities depository) is discontinued with respect to this bond,
tender for repayment of the bond on October 1, 2001 shall be made according to
the following procedures. The Company must receive at the principal office or
agency of the Trustee, in the Borough of Manhattan, New York, New York, during
the period from and including August 1, 2001 to and including September 1, 2001
or, if September 1, 2001 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 succeeding day which shall not be a legal holiday or a
day on which such institutions are so authorized to close: (i) this bond with
the form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers Inc., or a
commercial bank or trust company in the United States of America, setting forth
the name of the holder of the bond, the principal amount of the bond, the amount
of the bond to be repaid, a statement that the option to elect repayment is
being exercised thereby and a guarantee that the bond to be repaid with the form
entitled "Option to Elect Repayment" on the reverse thereof duly completed will
be received by the Company not later than five days (which are not legal
holidays or days on which banking institutions in the Borough of Manhattan, New
York, New York are authorized by law to close) after the date of such telegram,
telex, facsimile transmission or letter, and such bond and duly completed form
are received by the Company by such fifth day. Either form of notice duly
received during the period from and including August 1, 2001 to and including
September 1, 2001 shall be irrevocable. All questions as to the validity,
eligibility (including time of receipt) and acceptance of any bond for repayment
will be determined by the Company, whose determination shall be final and
binding.
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.
[FORM OF OPTION TO ELECT REPAYMENT]
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to repay
the within bond (or portion thereof specified below) pursuant to its terms at a
price equal to the principal amount thereof, together with interest to the
repayment date, to the undersigned, at
(Please Print or Typewrite Name, Address and
-----------------------------------------------------------------------------
Tax Identification Number of the Undersigned)
For this bond to be repaid the Company must receive at the office or agency of
the Trustee in the Borough of Manhattan, New York, New York, during the period
from and including August 1, 2001 to and including September 1, 2001 or, if
September 1, 2001 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 succeeding day which shall not be a legal holiday or a
day on which such institutions are so authorized to close: (i) this bond with
this "Option to Elect Repayment" form duly completed or (ii) a telegram, telex,
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc., or a commercial bank or
trust company in the United States of America, setting forth the name of the
holder of the bond, the principal amount of the bond, the amount of the bond to
be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the bond to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the bond duly completed, will be
received by the Company not later than five days (which are not legal holidays
or days on which banking institutions in the Borough of Manhattan, New York, New
York are authorized by law to close) after the date of such telegram, telex,
facsimile transmission or letter, and such bond and form duly completed are
received by the Company by such fifth day.
If less than the entire principal amount of the within bond is to be repaid,
specify the portion thereof (which shall be $1,000 or an integral multiple of
$1,000) which the holder elects to have repaid: $ . Specify the
--------
denomination or denominations (which shall be $1,000 or an integral multiple of
$1,000 in excess of $1,000) of the bond or bonds to be issued to the holder for
the amount of the portion of the within bond not being repaid (in the absence of
any such specification, one such bond will be issued for the portion not being
repaid): $ .
--------
Signature
NOTICE: The signature on this Option to Elect Repayment must correspond with
the name as written upon the face of this bond in every particular without
alteration or enlargement or any other change whatsoever.
SCHEDULE B
PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE IN CONNECTICUT
TOWN OF ANDOVER
ALL of the following described rights, privileges and easements situated in the
Town of Andover, County of Tolland and State of Connecticut, more particularly
described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(1) Jodi M. Conway June 6, 1994 61 410
(2) James Arthur Gorman et al June 9, 1994 61 412
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
(3) The Secret Lake Association October 15, 1992 267 475
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
(4) CT Galaxy Properties, Inc. December 8, 1993 354 734
(5) Robert W. Jud et al December 16, 1993 360 649
(6) John P. Lee March 4, 1994 360 652
(7) Stanley Nalewajek et al December 29, 1993 361 890
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
(8) ARMC Real Estate Divestiture February 28, 1994 1123 449
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) Shepherd M. Holcombe July 18, 1994 201 890
TOWN OF COLCHESTER
ALL of the following described rights, privileges and easements situated in the
Town of Colchester, County of New London and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(10) Donald a. Demar July 25, 1994 364 184
TOWN OF COVENTRY
ALL of the following described rights, privileges and easements situated in the
Town of Coventry, County of Tolland and State of Connecticut, more particularly
described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(11) Pine Knoll Associates March 15, 1994 513 149
(12) S. R. Blanchard, Inc. March 7, 1994 513 153
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
(13) Jacob's Hill Associates, Inc. June 16, 1994 210 238
TOWN OF FARMINGTON
ALL of the following described rights, privileges and easements situated in the
Town of Farmington, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(14) Inwood Associates, Inc. June 8, 1994 483 485
(15) Daigle & Son, Inc. July 15, 1994 486 54
(16) Town of Farmington July 21, 1994 486 56
TOWN OF HARWINTON
ALL of the following described rights, privileges and easements situated in the
Town of Harwinton, County of Litchfield and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(17) David J. Nadeau March 15, 1994 134 746
TOWN OF MANCHESTER
ALL of the following described rights, privileges and easements situated in the
Town of Manchester, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(18) Ansaldi Associates May 9, 1994 1693 41
(19) Housing Authority of the June 17, 1994 1698 284
Town of Manchester
(20) Warren E. Howland et al December 8, 1983 893 13
(21) Michael A. DeCaprio et al May 15, 1984 899 38
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
(22) A. & J. Property Management, August 26, 1993 380 852
Ltd.
TOWN OF NEWINGTON
ALL of the following described rights, privileges and easements situated in the
Town of Newington, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(23) Estate of Domenico Pane May 4, 1994 978 220
(24) Ramblewood, Incorporated` May 23, 1994 985 115
(25) Ramblewood, Incorporated July 13, 1994 992 70
TOWN OF OLD SAYBROOK
ALL of the following described rights, privileges and easements situated in the
Town of Old Saybrook, County of Middlesex and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(26) Glenn Michael Rice et al February 5, 1994 315 1079
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
(27) George Palmisano et al July 12, 1994 223 716
TOWN OF PLAINVILLE
ALL of the following described rights, privileges and easements situated in the
Town of Plainville, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(28) Joseph C. Ciccio et al May 23, 1994 312 179
TOWN OF PUTNAM
ALL of the following described rights, privileges and easements situated in the
Town of Putnam, County of Windham and State of Connecticut, more particularly
described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(29) Mark A. Bard, Inc. March 4, 1994 259 315
TOWN OF ROCKY HILL
ALL of the following described rights, privileges and easements situated in the
Town of Rocky Hill, County of Hartford and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(30) F&S Associates June 9, 1994 280 571
(31) Seby Romano Construction June 9, 1994 280 573
Company, Inc.
(32) 200 Capital Boulevard January 31, 1990 226 868
Limited Partnership et al
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
(33) Town of Simsbury April 25, 1994 429 1034
TOWN OF SOMERS
ALL of the following described rights, privileges and easements situated in the
Town of Somers, County of Tolland and State of Connecticut, more particularly
described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(34) Frank Lomangino et al March 21, 1994 159 658
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
(35) Milo & Denorfia Construction, May 23, 1994 598 280
Inc.
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
(36) The Bank of Stamford Service July 21, 1993 2989 292
Corporation
TOWN OF WESTBROOK
ALL of the following described rights, privileges and easements situated in the
Town of Westbrook, County of Middlesex and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE
(37) Frank Esposito et al July 21, 1994 165 437
TOWN OF WILLINGTON
ALL of the following described rights, privileges and easements situated in the
Town of Willington, County of Tolland and State of Connecticut, more
particularly described in the following deeds, viz:
RECORDED
GRANTOR DATE OF INSTRUMENT VOLUME PAGE