Exhibit 4.4.11
SUPPLEMENTAL INDENTURE
Dated as of May 1, 1998
To
First Mortgage Indenture and Deed of Trust
Dated as of August 1, 1954
WESTERN MASSACHUSETTS ELECTRIC COMPANY
TO
STATE STREET BANK AND TRUST COMPANY, Trustee
1998 Series A Bonds, Due June 1, 1999
Amending the Eighty-Second Supplemental Indenture
dated as of May 1, 1998
WESTERN MASSACHUSETTS ELECTRIC COMPANY
Supplemental Indenture, Dated as of May 1, 1998
TABLE OF CONTENTS
Parties
Recitals
ARTICLE I
AMENDMENT OF INDENTURE
Section 1.01. Amendment of Section 3.01 of the Eighty-Second Supplemental
Indenture
Section 1.02. Amendment of Schedule A to the Eighty-Second Supplemental
Indenture
ARTICLE II
THE TRUSTEE
Section 2.01. Trustee
ARTICLE III
DEFEASANCE
Section 3.01. Defeasance
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Effect of Recitals
Section 4.02. Counterparts
Section 4.03. Benefits of Supplemental Indenture and the 1998 Series A Bonds
Section 4.04. Effect of Table of Contents and Headings
TESTIMONIUM
SIGNATURES
ACKNOWLEDGMENTS
SCHEDULE A - Form of Bond for the 1998 Series A; Form of Trustee's
Certificate
SCHEDULE C - Detail of Filing and Recording of First Mortgage Indenture and
Deed of Trust
EIGHTY-THIRD SUPPLEMENTAL INDENTURE dated as of the first day of May,
1998, made and entered into by and between WESTERN MASSACHUSETTS ELECTRIC
COMPANY, a corporation organized under the laws of the Commonwealth of
Massachusetts, with its principal place of business at 174 Brush Hill Avenue,
West Springfield, Massachusetts 01089 (hereinafter generally called the
"Company" or "WMECO"), and STATE STREET BANK AND TRUST COMPANY, a trust
company organized under the laws of the Commonwealth of Massachusetts, as
successor to The First National Bank of Boston, as TRUSTEE under the Mortgage
Indenture described below, with its principal corporate trust office at Two
International Place, 4th Floor, Boston, MA 02110 (said State Street Bank and
Trust Company or, as applied to action antedating the effective date of said
succession, said The First National Bank of Boston, or its predecessor by
merger, Old Colony Trust Company, being hereinafter generally called the
Trustee).
WITNESSETH that:
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its First Mortgage Indenture and Deed of Trust1 dated as of August 1,
1954 (hereinafter as amended by a First Supplemental Indenture dated as of
October 1, 1954, called the Original Indenture, the Original Indenture with
all indentures supplemental thereto being hereinafter generally called the
Indenture), conveying certain property therein described in trust as security
for the Bonds of the Company to be issued thereunder as therein provided and
for other purposes more particularly specified therein, and the Trustee has
accepted said Trust; and
WHEREAS, there are outstanding $385,000,000 aggregate principal amount
of First Mortgage Bonds which have been issued at various times and in
various amounts and with various dates of maturity and rates of interest and
have been denominated Series V, Series W, Series X, Series Y, 1997 Series A
and 1997 Series B; and
WHEREAS, WMECO executed and delivered an Eighty-Second Supplemental
Indenture dated as of May 1, 1998 to provide for the issue of the bonds of
1998 Series A; and
WHEREAS, WMECO proposes to execute and deliver this Eighty-Third
Supplemental Indenture to correct a typographical error appearing in Section
3.01 and Schedule A of the Eighty-Second Supplemental Indenture, all as
permitted by Section 16.01(f) of the Indenture; and
WHEREAS, all acts and things necessary to constitute this Eighty-Third
Supplemental Indenture as a valid, binding and legal instrument have been
authorized and performed.
NOW, THEREFORE, THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
ARTICLE I
AMENDMENT OF INDENTURE
Section 1.01. Amendment of Section 3.01 of the Eighty-Second
Supplemental Indenture. The Indenture shall be, and hereby is, amended to
correct a typographical error by deleting Section 3.01 of the Eighty-Second
Supplemental Indenture in its entirety and substituting in lieu thereof the
following:
Section 3.01. Repayment Upon Reduction of Aggregate Commitment Under the
Facility. Upon written notice by the Collateral Agent to the Trustee (i)
that the Current Credit Agreement has been amended to reduce or cancel the
Aggregate Commitment (as defined in the Current Credit Agreement) of the
banks thereunder, and (ii) that upon the making of any repayment of
outstanding advances, if any, required pursuant to the terms of the Current
Credit Agreement as a result of such reduction or cancellation, the sum of
the then outstanding principal amount of the IT Notes and the greater of the
Aggregate Commitment under the Current Credit Agreement and the aggregate
principal amount of all loans outstanding under the Current Credit Agreement
equals less than $90,000,000, bonds of the 1998 Series A, in a principal
amount equal to the amount by which the principal amount of the then
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds 19% of
the sum of the then outstanding principal amount of the IT Notes and the
greater of the Aggregate Commitment under the Current Credit Agreement and
the aggregate principal amount of all loans outstanding under the Current
Credit Agreement, shall be deemed paid and all obligations of WMECO hereunder
and thereunder with respect to such principal amount of 1998 Series A Bonds
shall be deemed satisfied and discharged.
Section 1.02. Amendment of Schedule A to the Eighty-Second Supplemental
Indenture. The Indenture shall be, and hereby is, amended to correct a
typographical error by deleting Schedule A to the Eighty-Second Supplemental
Indenture in its entirety and substituting in lieu thereof Schedule A
appended hereto.
ARTICLE II
THE TRUSTEE
Section 2.01. Trustee. The Trustee shall be entitled to, may exercise,
and shall be protected by, where and to the full extent that the same are
applicable, all the rights, powers, privileges, immunities and exemptions
provided in the Indenture, as if the provisions concerning the same were
incorporated herein at length. The remedies and provisions of the Indenture
applicable in case of any default by the Company thereunder are hereby
adopted and made applicable in case of any default with respect to the
properties included herein and, without limitation of the generality of the
foregoing, there are hereby conferred upon the Trustee the same powers of
sale and other powers over the properties described herein as are expressed
to be conferred by the Indenture.
ARTICLE III
DEFEASANCE
Section 3.01. Defeasance. This Eighty-Third Supplemental Indenture
shall become void when the Indenture shall be void.
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Effect of Recitals. The recitals in this Eighty-Third
Supplemental Indenture shall be taken as recitals by the Company alone, and
shall not be considered as made by or as imposing any obligation or liability
upon the Trustee, nor shall the Trustee be held responsible for the legality
or validity of this Eighty-Third Supplemental Indenture, and the Trustee
makes no covenants or representations, and shall not be responsible, as to or
for the effect, authorization, execution, delivery, or recording of this
Supplemental Indenture, except as expressly set forth in the Original
Indenture. The Trustee shall not be taken impliedly to waive by this Eighty-
Third Supplemental Indenture any right it would otherwise have as provided in
the Original Indenture, this Eighty-Third Supplemental Indenture shall
hereafter form a part of the Indenture.
Section 4.02. Counterparts. This Eighty-Third Supplemental Indenture
may be simultaneously executed in any number of counterparts, each of which
shall be deemed an original; and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument, which shall for all purposes be sufficiently evidenced by any
such original counterpart.
Section 4.03. Benefits of Supplemental Indenture and 1998 Series A
Bonds. Nothing in this Supplemental Indenture, or in the bonds of 1998
Series A, expressed or implied, is intended or shall be construed to give to
any person or corporation other than WMECO, the Trustee and the holders of
the bonds and interest obligations secured by the Indenture 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 for the sole and exclusive benefit of WMECO, the
Trustee and the holders of the bonds and interest obligations secured by the
Indenture and this Supplemental Indenture.
Section 4.04. 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.
IN WITNESS WHEREOF, said Western Massachusetts Electric Company has caused
this instrument to be executed in its corporate name by its President or one
of its Vice Presidents and by its Treasurer or an Assistant Treasurer,
thereunto duly authorized, and its corporate seal to be hereto affixed and
attested by its Clerk or an Assistant Clerk, and said State Street Bank and
Trust Company has caused this instrument to be executed in its corporate name
by one of its Vice Presidents or Assistant Vice Presidents, thereunto duly
authorized, and its corporate seal to be hereto affixed, all as of the day
and year first above written.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By/s/John B. Keane
Vice President and Treasurer
and by/s/David R. McHale
Assistant Treasurer
Attest:/s/O. Kay Comendul
Clerk or Assistant Clerk
Signed, sealed and delivered by
Western Massachusetts Electric
Company in our presence:
/s/Tracy A. DeCredico
/s/Marion C. Bloomquist
STATE OF CONNECTICUT
COUNTY OF HARTFORD BERLIN
On this 4 th day of May in the year 1998 before me personally came John B.
Keane and David R. McHale, to me personally known, who being by me duly sworn
did depose and say that they are respectively a Vice President and an
Assistant Treasurer of Western Massachusetts Electric Company, one of the
corporations described in and which executed the foregoing instrument; that
they know the seal of said corporation; that the seal affixed to said
instrument opposite the execution was affixed thereto pursuant to the
authority of its Board of Directors; that they signed their names thereto by
like authority; and they acknowledged said instrument to be their free act
and deed in their said respective capacities and the free act and deed of
Western Massachusetts Electric Company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,
at Berlin, in said State, the day and year first above written.
/s/Susan L. Cifaldi
Notary Public for the
State of Connecticut
My commission expires May 31, 1999
(NOTARIAL SEAL)
STATE STREET BANK AND TRUST COMPANY, Trustee
By:/s/ Ruth A. Smith
Authorized Officer
Signed, sealed and delivered by (CORPORATE SEAL)
State Street Bank and Trust
Company in our presence:
/s/James E. Schultz
/s/Rene Regland
COMMONWEALTH OF MASSACHUSETTS
BOSTON
COUNTY OF SUFFOLK
On this 5 th day of May in the year 1998 before me personally came Ruth
A. Smith to me personally known, who being by me duly sworn did depose and
say that she is a Vice President of State Street Bank and Trust Company, one
of the corporations described in and which executed the foregoing instrument;
that she knows the seal of said corporation; that the seal affixed to said
instrument opposite the execution was affixed thereto pursuant to the
authority of its Board of Directors; that she signed his name thereto by like
authority; and he acknowledged said instrument to be his free act and deed in
she said capacity and the free act and deed of State Street Bank and Trust
Company.
IN WITNESS WHEREOF, I have hereunto set my hand and my official seal, at
Boston in said Commonwealth, the day and year first above written.
/s/James M. Coolidge
Notary Public for the
Commonwealth of Massachusetts
My commission expires: June 19, 2003
(NOTARIAL SEAL)
Schedule A
(FORM OF BOND)
No. R-1 $17,300,000
WESTERN MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, 1998 Series A, due June 1, 1999
FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a
corporation of the Commonwealth of Massachusetts (hereinafter called the
Company) hereby promises to pay to THE FIRST NATIONAL BANK OF CHICAGO, or
registered assigns, in each case as Pledgee and Collateral Agent for the
benefit of the Secured Parties (as such term is defined in the Security
Agreement referred to on the reverse hereof), the principal sum of
$17,300,000 or, if less, 19% of the aggregate Secured Obligations (as defined
in the Security Agreement referred to on the reverse hereof) outstanding on
June 1, 1999 or any date on or before June 1, 1999 on which the principal
hereof becomes due and payable. The Company further agrees to pay interest
on said sum at the Lease Rate (as such term and all other capitalized terms
used but not otherwise defined herein are defined in the Indenture referred
to on the reverse hereof) as applicable from time to time, but such interest
shall accrue only upon and following the occurrence and during the
continuance of an Accelerating Event; provided, however, that in no event
shall the interest rate payable on the 1998 Series A Bonds exceed 6.89% per
annum. After a responsible officer of the Trustee shall have received
written notice from the Collateral Agent of the occurrence of an Accelerating
Event specifying in reasonable detail the events giving rise to the
Accelerating Event and the date of its occurrence, interest hereon shall be
due and payable on demand; provided, however, that upon the occurrence of an
Accelerating Event which is an Insolvency Event, interest shall be
immediately due and payable on demand whether or not the Trustee has received
notice of the occurrence of such Accelerating Event. Interest shall accrue
from and including the date of occurrence of an Accelerating Event and shall
continue to accrue during the continuance of an Accelerating Event. Interest
hereon shall cease to accrue following the discontinuance of the Accelerating
Event as evidenced by written notice from an officer of the Collateral Agent
to a responsible officer of the Trustee, and any interest hereon that has
accrued but has not yet become due and payable at the time such notice is
given shall be extinguished and shall not be required to be paid at any time
thereafter. The bonds of 1998 Series A 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 1998 Series A,
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. If any
amounts due under the Credit Agreement or any IT Note Agreement (as defined
in the Lease Agreement) shall become, or any bank acting as agent on behalf
of the financial institutions party to the Credit Agreement or the holder or
holders of any IT Notes shall so declare amounts due under such Credit
Agreement or IT Note Agreement, as the case may be, to be forthwith due and
payable pursuant to the terms of such Credit Agreement or IT Note Agreement,
as the case may be, the entire principal of the bonds of 1998 Series A,
together with interest accrued but unpaid thereon, shall without notice or
demand of any kind, become immediately due and payable.
Anything in the Indenture referred to on the reverse hereof, the eighty-
second supplemental indenture establishing the terms and conditions of bonds
of this Series (the "Supplemental Indenture"), the eighty-third supplemental
indenture amending the Supplemental Indenture or any bond of 1998 Series A to
the contrary notwithstanding, the bonds of 1998 Series A shall be deemed
paid, and all obligations of the Company to pay at the times provided herein
the principal of, premium, if any, and interest on the bonds of 1998 Series A
shall be satisfied and discharged, if and to the extent, that (A) the Current
Credit Agreement is terminated in its entirety and all obligations thereunder
shall have been paid in full and the Company shall not have given notice to
the Trustee that such 1998 Series A Bonds shall remain outstanding, (B) each
of the financial institutions party to the Credit Agreement has agreed in
writing that the 1998 Series A Bonds shall be deemed paid, or (C) on June 1,
1999, no Event of Default (as defined in the Security Agreement) shall have
occurred and be continuing; it being understood that the actual indebtedness
evidenced by the 1998 Series A Bonds as of any time shall be limited to 19%
of the amount of the Secured Obligations (as defined in the Security
Agreement) as determined at such time, that at no time shall any claim be
made for principal and interest on the 1998 Series A Bonds in excess of 19%
of such Secured Obligations as determined at such time, and that, to the
extent that the outstanding principal amount of the 1998 Series A Bonds
exceeds such amount, neither the Secured Parties nor the Collateral Agent
shall have any right under, or right to exercise any right granted to the
holders of such excess 1998 Series A Bonds under, the Indenture. The Trustee
shall be entitled to rely on written notice from the Collateral Agent that no
Event of Default has occurred and is continuing under such Security
Agreement. By its acceptance of this Bond, the Collateral Agent agrees upon
request of the Company to provide such notice to the Trustee so long as no
Event of Default has occurred and is continuing.
Each installment of interest hereon 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 day next preceding such interest payment
date, or if such date shall not be a Business Day (as defined on the reverse
hereof), the next preceding day which is a Business Day.
Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, 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 State Street
Bank and Trust Company (hereinafter with its successors as defined in the
Indenture, generally called the Trustee), or by such a successor.
IN WITNESS WHEREOF, Western Massachusetts Electric Company has caused
this Bond to be executed in its name and on its behalf by its President or a
Vice President and its Treasurer or an Assistant Treasurer thereunto duly
authorized, and its corporate seal to be impressed or imprinted hereon.
Dated as of , 1998.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By:
By:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the First Mortgage Bonds, 1998 Series A, due June 1,
1999, described and provided for in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
By:
Authorized Signatory
[FORM OF BOND]
[REVERSE]
WESTERN MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, 1998 Series A
The Bond is one of a series of Bonds in fully registered form known as
the "First Mortgage Bonds, 1998 Series A, due June 1, 1999" of the Company,
limited to seventeen million three hundred thousand dollars ($17,300,000) in
aggregate principal amount (except as provided by the terms of Section 2.13
of the Original Indenture mentioned below), and issued under and secured by a
First Mortgage Indenture and Deed of Trust between the Company and Old Colony
Trust Company (now State Street Bank and Trust Company, successor Trustee) as
Trustee, dated as of August 1, 1954 (herein as amended by a First
Supplemental Indenture dated as of October 1, 1954, called the Original
Indenture, the Original Indenture with all indentures supplemental thereto,
including specifically the Eighty-Second Supplemental Indenture dated as of
May 1, 1998 and the Eighty-Third Supplemental Indenture dated as of May 1,
1998, being herein generally called the Indenture) and said Eighty-Second and
Eighty-Third Supplemental Indentures, executed counterparts of each of which
are on file at the principal corporate trust office of the Trustee, to which
Indenture reference is hereby made for a description of the nature and extent
of the security, the rights thereunder of the bearers or registered owners of
Bonds issued and to be issued thereunder, the rights, duties, and immunities
thereunder of the Trustee, the rights and obligations thereunder of the
Company, and the terms and conditions upon which said Bonds, and other and
further Bonds of other series, are issued and are to be issued; but neither
the foregoing reference to the Indenture nor any provision of this Bond or of
the Indenture establishing the terms and conditions of the bonds of this
Series shall affect or impair the obligation of the Company, which is
absolute, unconditional and unalterable, to pay 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 Indenture, upon the happening of an event of default as in the
Indenture provided or if any amounts due under the Credit Agreement (as such
term is defined in the Security Agreement) or any IT Note Agreement (as such
term is defined in the Security Agreement referred to below) shall become, or
the Bank Agent or the holder or holders of any IT Note shall so declare
amounts due under such Credit Agreement or such IT Note Agreement, to be
forthwith due and payable pursuant to the terms of such Credit Agreement or
IT Note Agreement, as the case may be.
This Bond, together with all other Bonds of this series, if any, is
issued to evidence and secure the Company's obligations pursuant to the Lease
Agreement, it being understood that the actual indebtedness evidenced by the
1998 Series A Bonds as of any time shall be limited to 19% of the amount of
the Secured Obligations (as defined in the Security Agreement referred to
below) as determined at such time, that at no time shall any claim be made
for principal and interest on the 1998 Series A Bonds in excess of 19% of the
amount of the Secured Obligations as determined at such time, and that, to
the extent that the outstanding principal amount of the 1998 Series A Bonds
exceeds such amount, neither the Secured Parties nor the Collateral Agent
shall have any right under, or right to exercise any right granted to the
holders of such excess 1998 Series A Bonds under, the Indenture.
The bonds of 1998 Series A shall be issued to and registered in the name
of THE FIRST NATIONAL BANK OF CHICAGO, as Pledgee and Collateral Agent (the
"Collateral Agent") under the Security Agreement and Assignment of Contracts
dated as of January 4, 1982, as amended and restated February 11, 1992
between Bankers Trust Company, not in its individual capacity but solely as
trustee of the Niantic Bay Fuel Trust which was created pursuant to a Trust
Agreement dated as of January 4, 1982, as amended and restated as of February
11, 1992 among Bankers Trust Company, as trustee, State Street Bank and Trust
Company of Connecticut, National Association (which is the successor trustor
to the New Connecticut Bank and Trust Company, National Association, as
assignee of the Federal Deposit Insurance Corporation, as receiver of the
Connecticut Bank and Trust Company, National Association), as Trustor and the
Company, The Connecticut Light & Power Company ("CL&P") and The Hartford
Electric Light Company (which merged with and into CL&P on June 30, 1982), as
beneficiaries, and the Collateral Agent for the ratable benefit of the
Secured Parties referred to therein (the "Security Agreement"). Anything in
the Indenture, the Supplemental Indenture, the Eight-Third Supplemental
Indenture dated as of May 1, 1998 amending the Supplemental Indenture or any
bond of 1998 Series A to the contrary notwithstanding, the bonds of 1998
Series A shall not be sold, assigned, pledged or transferred, except to
effect the transfer to any successor Collateral Agent under the Security
Agreement. 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.
Upon written notice by the Collateral Agent to the Trustee (i) that the
Current Credit Agreement has been amended to reduce or cancel the Aggregate
Commitment (as defined in the Current Credit Agreement) of the banks
thereunder, and (ii) that upon the making of any repayment of outstanding
advances, if any, required pursuant to the terms of the Current Credit
Agreement as a result of such reduction or cancellation, the sum of the then
outstanding principal amount of the IT Notes and the greater of the Aggregate
Commitment under the Current Credit Agreement and the aggregate principal
amount of all loans outstanding under the Current Credit Agreement equals
less than $90,000,000, bonds of the 1998 Series A, in a principal amount
equal to the amount by which the principal amount of the then outstanding
1998 Series A Bonds held by the Collateral Agent exceeds 19% of the sum of
the then outstanding principal amount of the IT Notes and the greater of the
Aggregate Commitment under the Current Credit Agreement and the aggregate
principal amount of all loans outstanding under the Current Credit Agreement,
shall be deemed paid and all obligations of WMECO hereunder and thereunder
with respect to such principal amount of 1998 Series A Bonds shall be deemed
satisfied and discharged.
This Bond is exchangeable at the option of the registered owner hereof
at the office or agency of the Company in the Borough of Manhattan, New York,
New York, for an equal principal amount of fully registered bonds of this
series of other authorized denominations, in the manner and on the terms
provided in the Indenture.
The 1998 Series A Bonds shall not be redeemable.
The Indenture contains provisions permitting the Company and the Trustee
with the consent of the bearers or registered owners of not less than seventy
percentum (70%) in principal amount of the Bonds at the time outstanding
(except Bonds held by or for the benefit of the Company), including, if more
than one Series of Bonds shall be at the time outstanding, not less than
seventy percentum (70%) in principal amount of the Bonds (except Bonds held
by or for the benefit of the Company) of each series affected differently
from those of other series, to effect by supplemental indenture modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the bearers and registered owners of the Bonds; but no such
modification or alteration shall be made which, without the written approval
or consent of the registered owner hereof, will extend the maturity hereof or
reduce the rate or extend the time for payment of interest hereon or change
the amount of the principal hereof or of any premium payable on the
redemption hereof, or which will reduce the percentage of the principal
amount of Bonds or the percentage of the principal amount of Bonds of any one
series required for the adoption of the modifications or alterations as
aforesaid, or authorize the creation by the Company, except as expressly
authorized by the Indenture, of any mortgage, pledge, or lien upon the
property subjected thereto ranking prior to or on an equality with the lien
thereof.
Each initial and successive holder of any bond of the 1998 Series A,
solely by virtue of its acquisition thereof, shall have and be deemed to have
given written consent, without the need for any further action or consent by
such holder, to the following amendment to the Original Indenture, and each
said holder hereby authorizes the Trustee, on behalf of the holder, to waive
any notice contemplated by the Indenture and to give written consent to such
amendment. The amendment modifies Section 3.04(h) of the Original Indenture
to read as follows:
(h) in the event that (i) the total annual interest requirements of
the Bonds then to be issued under this Section exceed the total annual
interest requirements of the Bonds in respect of the payment, retirement,
redemption, Cancellation or surrender to the Trustee for Cancellation of
which said Bonds are then to be issued and (ii) such Bonds in respect of the
payment, retirement, redemption, Cancellation or surrender to the Trustee for
Cancellation of which said Bonds are then to be issued are then Outstanding
and mature more than two years from the date of the Officers' Certificate
contemplated by paragraph (d) of this Section, an Earnings Certificate.
If a default as defined in the Indenture shall occur, the principal of
this Bond may become or be declared due and payable before maturity, in the
manner and with the effect provided in the Indenture; but any default and the
consequences thereof may be waived by certain percentages of the bearers or
registered owners of Bonds, all as provided in the Indenture.
If the date for making any payment or the last date for performance of
any act or the exercise of any right, as provided in the Supplemental
Indenture establishing the terms and series of the bonds of this 1998 Series
A, as amended by the Eighty-Third Supplemental Indenture dated as of May 1,
1998 amending the Supplemental Indenture, is not a Business Day, such payment
may be made or act performed or right exercised on the next succeeding
Business Day, unless otherwise provided herein, with the same force and
effect as if done on the nominal date provided in the Supplemental Indenture
establishing the terms and series of the bonds of this 1998 Series A, as
amended by the Eighty-Third Supplemental Indenture dated as of May 1, 1998
amending the Supplemental Indenture.
No recourse shall be had for the payment of the principal of or the
interest on this Bond, or for any claim based hereon or otherwise in respect
hereof, or of the Indenture against any incorporator, stockholder, director,
or officer, past, present, or future, as such, of the Company or of any
predecessor or successor corporation under any constitution, statute, or rule
of law, or by the enforcement of any assessment, penalty, or otherwise, all
such liability being waived and released by the holder hereof by the
acceptance of this Bond.
Schedule C
Detail of Filing and Recording of First Mortgage Indenture and Deed
Trust dated as of August 1, 1954 in Massachusetts.
Date
Page Recorded Doc. No. Book
Registry of Deeds
County of Berkshire
Middle District 8/18/54 22357 614 395
Northern District 8/18/54 2684 512 97
Southern District 8/18/54 None Assigned 310 379
County of Franklin 8/18/54 3501 1007 2
County of Hampshire 8/18/54 5070 1175 388
County of Hampden 8/15/54 20682 2331 1
Registry District of Land Court
County of Berkshire
Middle District 10/4/54 8407-A
Northern District 11/5/68 3115
County of Hampshire 8/18/54 822
County of Hampden 8/19/54 18800
Office of Town Clerk, 3/22/67 6917 None Assigned
West Springfield*
*Confirmatory Indenture 8/18/54 None Assigned 54 121
of Mortgage filed
Secretary of the 442315
Commonwealth
1For details as to the filing and recording of this instrument in
Massachusetts, see Schedule C.