Exhibit 4.2.17
SUPPLEMENTAL INDENTURE
Dated as of May 1, 1998
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
1998 Series A Bonds, Due June 1, 1999
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of May 1, 1998
TABLE OF CONTENTS
Parties
Recitals
Granting Clause
Habendum
Grant in Trust
ARTICLE 1. FORM AND PROVISIONS OF BONDS OF 1998 SERIES A
SECTION 1.01. Designation; Amount
SECTION 1.02. Form of Bonds of 1998 Series A
SECTION 1.03. Provisions of Bonds of 1998 Series A; Interest Accrual
SECTION 1.04. Transfer and Exchange of Bonds of 1998 Series A;
Collateral Agent as
Registered Holder: Restriction on Transfer of Bonds of 1998 Series A
SECTION 1.05. Conditions under which 1998 Series A Bond Not Entitled to
Benefits of Mortgage
SECTION 1.06. No Redemption
ARTICLE 2. REPAYMENT OF BONDS OF 1998 SERIES A
SECTION 2.01. Repayment upon reduction of aggregate commitment under the
Facility
ARTICLE 3. MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1998
Series A
SECTION 3.02. Effect of Table of Contents and Headings
SECTION 3.03. Counterparts
SECTION 3.04. Payment Due on Holidays
TESTIMONIUM
SIGNATURES
ACKNOWLEDGMENTS
SCHEDULE A - Form of Bond of 1998 Series A; Form of Trustee's Certificate
SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1998, between THE
CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing
under the laws of the State of Connecticut (hereinafter called "CL&P"), and
BANKERS TRUST COMPANY, a corporation organized and existing under the laws of
the State of New York (hereinafter called the "Trustee").
WHEREAS, CL&P 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-eight 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, June 1, 1994, October 1, 1994, June 1, 1996,
January 1, 1997, May 1, 1997, June 1, 1997 and June 1, 1997 (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
$1,726,000,000 aggregate principal amount are outstanding at the date of this
Supplemental Indenture) in 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, in order to provide a single, comprehensive, efficient framework for
the financing of nuclear fuel for Millstone 1 and Millstone 2, as well as
CL&P's and Western Massachusetts Electric Company's ("WMECO" and, together
with CL&P, the "Companies") approximately 65.172% ownership interest in the
nuclear fuel for Millstone 3, the Companies entered into arrangements with
Bankers Trust Company, not in its individual capacity but solely as trustee
(the "NBFT Trustee") of the Niantic Bay Fuel Trust (the "Trust") which was
specially created for the purpose of such financing pursuant to a Trust
Agreement dated as of January 4, 1982, as amended and restated as of February
11, 1992 (the "Trust Agreement"), 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 (the "Trustor"), and CL&P, WMECO and The Hartford
Electric Light Company (which merged with and into CL&P on June 30, 1982), as
beneficiaries;
WHEREAS, pursuant to a Nuclear Fuel Lease Agreement (the "Lease Agreement")
dated as of January 4, 1982, as amended and restated as of February 11, 1992,
between CL&P and WMECO, The Hartford Electric Light Company, and the NBFT
Trustee, the Companies have assigned to the NBFT Trustee all of their right,
title, and interest in and to all or part of certain nuclear fuel contracts
and nuclear fuel and the NBFT Trustee, in turn, has agreed to either
reimburse the Companies for payments made to contractors under the assigned
nuclear fuel contracts or to make such payments directly to the contractors;
WHEREAS, as part of the nuclear fuel financing arrangements for the Millstone
Units, the NBFT Trustee entered into a revolving credit facility (the
"Facility") with a syndicate of banks which, pursuant to its terms, was
scheduled to expire on February 19, 1998 and, in connection therewith, a
credit agreement dated as of February 11, 1992, as amended pursuant to a
First Amendment dated as of April 30, 1993 and a Second Amendment dated as of
May 12, 1995, with each of the financial institutions party thereto, and The
First National Bank of Chicago (the "Bank Agent"), as agent for such
financial institutions (as so named and as it may have been otherwise
supplemented, amended or modified through the date hereof the "Current Credit
Agreement" and together with any replacement therefor, the "Credit
Agreement");
WHEREAS, in order to induce the banks to extend the Facility through July 31,
1998, the Companies were required to agree to provide additional collateral,
equal to 50 percent of the banks' commitment under the Facility, by May 1,
1998 in the form of first mortgage bonds, as set forth in a Third Amendment
and Waiver to Credit Agreement dated as of February 19, 1998 (the
"Amendment");
WHEREAS, to satisfy the requirement under the Amendment and to meet a
contractual requirement that the holders of the Trust's Intermediate Term
Notes (the "IT Notes") are entitled to equal treatment with the banks, CL&P
agreed, by appropriate and sufficient corporate action in conformity with the
provisions of the Mortgage to create a further series of bonds under the
Mortgage, First and Refunding Mortgage Bonds, 1998 Series A (hereinafter
generally referred to as the "1998 Series A Bonds" or the "bonds of 1998
Series A"), limited in principal amount to $72,900,000 to be issued to secure
CL&P's obligations under the Lease Agreement and to be assigned by the NBFT
Trustee to The First National Bank of Chicago as Collateral Agent and Pledgee
(the "Collateral Agent") under a certain Security Agreement and Assignment of
Contracts dated as of January 4, 1982, as amended and restated February 11,
1992, (the "Security Agreement") between the NBFT Trustee and the Collateral
Agent for the ratable benefit of the Secured Parties referred to therein (the
"Secured Parties"). The 1998 Series A Bonds shall consist of fully
registered bonds containing terms and provisions duly fixed and determined by
the Board of Directors of CL&P and expressed in this Supplemental Indenture,
including terms and provisions with respect to maturity, interest payment,
interest rate and repayment as provided herein. 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;
WHEREAS, the execution and delivery of this Supplemental Indenture and the
issue of not exceeding Seventy-Two Million Nine Hundred Thousand Dollars
($72,900,000) in aggregate principal amount of bonds of 1998 Series A and
other necessary actions have been duly authorized by the Board of Directors
of CL&P;
WHEREAS, CL&P proposes to execute and deliver this Supplemental Indenture to
provide for the issue of the bonds of 1998 Series A 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 1998
Series A when executed by CL&P and authenticated by the Trustee valid,
binding and legal obligations of CL&P 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 hereditaments, premises, estates and property of CL&P thereby
conveyed or assigned or intended so to be, or which CL&P may thereafter have
become bound to convey or assign to the Trustee, as security for said bonds
(except such hereditaments, 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 hereditaments, premises,
estates and property as permitted under the provisions thereof), CL&P, 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 consideration, 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 trust created by the Mortgage and this Supplemental
Indenture, and its and their assigns, all of said hereditaments, premises,
estates and property (except and subject as aforesaid), as fully as though
described at length herein. 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, hereditaments and
appurtenances belonging to the real estate or any part thereof described or
referred to therein 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 CL&P, 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 1998 Series A 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 1998 SERIES A
SECTION 1.01. Designation; Amount. The bonds of 1998 Series A shall be
designated "First and Refunding Mortgage Bonds, 1998 Series A" and, subject
to Section 2.08 of the Mortgage Indenture, shall not exceed Seventy-Two
Million Nine Hundred Thousand Dollars ($72,900,000) in aggregate principal
amount at any one time outstanding. The initial issue of the bonds of 1998
Series A may be effected upon compliance with the applicable provisions of
the Mortgage Indenture.
SECTION 1.02. Form of Bonds of 1998 Series A. The bonds of 1998 Series A
shall be issued only in fully registered form without coupons in
denominations of One Thousand Dollars ($1,000) and multiples thereof.
The bonds of 1998 Series A 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 1998 Series A; Interest Accrual. The
bonds of 1998 Series A shall mature on June 1, 1999 and shall bear interest
at the Lease Rate (as defined below), 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 (as defined below); provided,
however, that in no event shall the interest rate payable on the 1998 Series
A Bonds exceed 11% per annum; and shall be payable both as to principal and
interest at the office or agency of CL&P 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. 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 on the
outstanding 1998 Series A Bonds 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 such Accelerating Event. Interest on the outstanding 1998
Series A Bonds shall cease to accrue following the discontinuance of any such
Accelerating Event as evidenced by a written notice from an officer of the
Collateral Agent to a responsible officer of the Trustee, and any interest on
the outstanding 1998 Series A Bonds 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.
Except as specified in the preceding paragraph, no interest shall accrue or
be payable on the 1998 Series A Bonds.
An "Accelerating Event" shall be deemed to have occurred on any date on which
an Event of Default (as defined in the Security Agreement) shall have
occurred and be continuing.
An "Insolvency Event" shall be deemed to have occurred on any date an Event
of Default described in Section 7.1.1 or 7.1.2 of the Current Credit
Agreement, or an Event of Default of the same nature described in any Credit
Agreement or any IT Note Agreement, (as defined in the Lease Agreement),
shall have occurred and be continuing.
The term "Lease Rate" shall mean for any day that rate sufficient to generate
interest due on the outstanding 1998 Series A Bonds for such day in an
aggregate amount equal to that portion of the Daily Lease Charge (as defined
in the Lease Agreement) for such day which is the obligation of CL&P under
the Lease Agreement, but in no event shall such rate exceed 11% per annum.
From time to time following the occurrence of an Accelerating Event, CL&P at
the request of the Collateral Agent shall certify to the Collateral Agent,
the Trustee and the NBFT Trustee the applicable Lease Rate for each day of
the period covered by such certificate.
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 Mortgage, this 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 CL&P 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 CL&P 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 81%
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 81% 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 Mortgage. 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 the Security Agreement.
Each bond of 1998 Series A shall be dated as of May 1, 1998 and shall bear
interest on the principal amount thereof as provided herein.
The person in whose name any bond of 1998 Series A 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 CL&P 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 CL&P by notice
mailed to the owners of the bonds of 1998 Series A not less than ten (10)
days preceding such record date, which record date shall not be more than
five (5) days prior to the subsequent interest payment date. The term
"record date" as used in this Section with respect to any regular interest
payment date shall mean the day next preceding such interest payment date, or
if such day shall not be a Business Day, the next preceding day which shall
be a Business Day.
SECTION 1.04. Transfer and Exchange of Bonds of 1998 Series A; Agent as
Registered Holder: Restriction on Transfer of Bonds of 1998 Series A. The
bonds of 1998 Series A may be surrendered for registration of transfer as
provided in Section 2.06 of the Mortgage Indenture at the office or agency of
CL&P 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
1998 Series A 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 CL&P for any
registration of transfer of bonds of 1998 Series A or for the exchange of any
bonds of 1998 Series A for such bonds of other authorized denominations.
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 under the
Security Agreement for the ratable benefit of the Secured Parties named in
the Security Agreement and, anything in the Mortgage, this 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.
SECTION 1.05. Conditions under which 1998 Series A Bond Not Entitled to
Benefits of Mortgage. Anything in the Mortgage, this Supplemental Indenture
or any bond of 1998 Series A to the contrary notwithstanding, (i) the actual
indebtedness evidenced by the 1998 Series A Bonds as of any time shall be
limited to 81% of the amount of the Secured Obligations (as defined in the
Security Agreement) as determined at such time; (ii) at no time shall any
claim be made for principal and interest on the 1998 Series A Bonds in excess
of 81% of the amount of such Secured Obligations as determined at such time;
and (iii) to the extent that the outstanding principal amount of the 1998
Series A Bonds exceeds such amount, neither the Collateral Agent nor the
Secured Parties (as defined in the Security Agreement) shall have any right
under, or right to exercise any right granted to the holders of such excess
1998 Series A Bonds under, the Mortgage.
SECTION 1.06. No Redemption. The bonds of 1998 Series A shall not be
redeemable.
ARTICLE 2.
REPAYMENT OF BONDS OF 1998 SERIES A.
SECTION 2.01. 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 81% of the amount by which the principal amount of the then
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds 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 CL&P hereunder and thereunder
with respect to such principal amount of 1998 Series A Bonds shall be deemed
satisfied and discharged.
ARTICLE 3.
MISCELLANEOUS.
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1998 Series A.
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 CL&P, 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 for the sole and exclusive benefit of CL&P, 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.
SECTION 3.04. Payment Due on Holidays. 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 this 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 this Supplemental Indenture.
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 an Assistant Secretary, and Bankers Trust
Company has caused these presents to be executed by an Assistant Vice
President and its corporate seal to be hereunto affixed, duly attested by an
Assistant Treasurer, as of the day and year first above written.
THE CONNECTICUT LIGHT AND
POWER COMPANY
Attest:
By: /s/ O. Kay Comendul By: /s/ John B. Keane
Name: O. Kay Comendul Name: John B. Keane
Title: Assistant Secretary Title: Vice President and Treasurer
(SEAL)
Signed, sealed and delivered in the presence of:
/s/ Tracy A. DeCredico
Tracy A. DeCredico
/s/ Marion Bloomquist
Marion Bloomquist
STATE OF CONNECTICUT)
) ss: BERLIN
COUNTY OF HARTFORD )
On this 27th day of April, 1998, before me, Carole J. Kobrzycki, the
undersigned officer, personally appeared John B. Keane and O. Kay Comendul,
who acknowledged themselves to be Vice President and Treasurer and Assistant
Secretary, respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, a
corporation, and that they, as such Vice President and Treasurer 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 Treasurer and Assistant
Secretary, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Carole J. Kobrzycki
Carole J. Kobrzycki
Notary Public
My Commission Expires: January 31, 2003
BANKERS TRUST COMPANY
Attest:
/s/ Jason C. Theriault By: /s/ Vincent Chorney
Name: Jason C. Theriault Name: Vincent Chorney
Title: Assistant Treasurer Title: Assistant Vice President
(SEAL)
Signed, sealed and delivered in the presence of:
/s/ David Beane
David Beane
/s/ Sonia Egge
Sonia Egge
STATE OF NEW YORK )
) ss: NEW YORK
COUNTY OF NEW YORK )
On this 27th day of April, 1998, before me, Sharon V. Alston, the undersigned
officer, personally appeared Vincent Chorney and Jason C. Theriault, who
acknowledged themselves to be an Assistant Vice President and an Assistant
Treasurer, respectively, of BANKERS TRUST COMPANY, a corporation, and that
they, as such Assistant 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
Assistant 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
My Commission Expires: May 7, 1998
SCHEDULE A
(FORM OF BONDS OF 1998 SERIES A)
THIS BOND IS TRANSFERABLE ONLY AS PROVIDED HEREIN
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE BOND, 1998 Series A
PRINCIPAL DUE JUNE 1, 1999
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 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 or, if less, 81% 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 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
Mortgage 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
11% 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 such 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 Note 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 Mortgage referred to on the reverse hereof, the supplemental
indenture establishing the terms and conditions of bonds of this Series (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 81%
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 81% 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 Mortgage. 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 day 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 Bankers Trust Company
(hereinafter with its successors as defined in the Mortgage, 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 Vice
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 Assistant Secretary.
Dated as of , 1998.
THE CONNECTICUT LIGHT AND POWER COMPANY
By
Name:
Title: Vice President
Attest:
Name:
Title: Assistant 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
Name:
Title: Authorized Officer
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BOND, 1998 Series A
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 Seventy-Two Million Nine Hundred Thousand Dollars
($72,900,000), consisting only of registered bonds without coupons and
designated "First and Refunding Mortgage Bonds, 1998 Series A," 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 of Trust dated as of May 1,
1921, and by sixty-nine 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, October 1, 1994, June 1, 1996, January
1, 1997, May 1, 1997, June 1, 1997, June 1, 1997 and May 1, 1998 (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 (other than
the last sentence of the next paragraph and Section 1.03 of the Supplemental
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 at the maturity 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 or if any amounts due under the Credit
Agreement or any IT Note Agreement (as such term is defined in the Security
Agreement referred to below) 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 Note shall so declare amounts due under such
Credit Agreement or such 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.
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 81% of the Secured
Obligations (as defined in the Security Agreement hereinbelow referred to) 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 81% 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 Mortgage.
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 a 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, Western Massachusetts Electric Company ("WMECO") and The
Hartford Electric Light Company (which merged with and into the Company 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 Mortgage, 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 Note 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 81% of the amount by which the principal amount of the then
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds 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 CL&P 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 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.
The 1998 Series A Bonds shall not be redeemable.
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.
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 series, 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
series.
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
THIS SCHEDULE IS A TABLE OF ALL THE EASEMENTS GRANTED BY THE CONNECTICUT
LIGHT AND POWER COMPANY SINCE THE PREVIOUS SUPPLEMENTAL INDENTURE WAS
EXECUTED - IT IS NOT INCLUDED AS PART OF THIS FILING.