Exhibit 4.2.18
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
Amending First Supplemental Indenture Dated as of May 1, 1998
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of May 1, 1998
TABLE OF CONTENTS
PARTIES
RECITALS
ARTICLE 1 AMENDMENT OF MORTGAGE
SECTION 1.01. Amendment of Section 2.01 of First May 1, 1998 Supplemental
Indenture
SECTION 1.02. Amendment of Schedule A to First May 1, 1998 Supplemental
Indenture
ARTICLE 2 MISCELLANEOUS
SECTION 2.01. Benefits of Supplemental Indenture.
SECTION 2.02. Effect of Table of Contents and Headings.
SECTION 2.03. Counterparts.
TESTIMONIUM
SIGNATURES
ACKNOWLEDGEMENTS
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-nine 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, June 1, 1997 and May 1, 1998
(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, CL&P executed and delivered a Supplemental Indenture dated as of May
1, 1998 (the "First May 1, 1998 Supplemental Indenture") to provide for the
issue of the bonds of 1998 Series A;
WHEREAS, CL&P proposes to execute and deliver this Supplemental Indenture to
amend Section 2.01 of, and Schedule A to, the First May 1, 1998 Supplemental
Indenture to correct a typographical error appearing in such Section 2.01 of,
and Schedule A to, the First May 1, 1998 Supplemental Indenture, all as
permitted by Section 14.01(e) of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this Supplemental
Indenture a valid, binding and legal instrument have been authorized and
performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST
WITNESSETH:
ARTICLE 1.
AMENDMENT OF MORTGAGE
SECTION 1.01. Amendment of Section 2.01 of First May 1, 1998 Supplemental
Indenture. The Mortgage shall be, and hereby is, amended to correct a
typographical error by deleting Section 2.01 of the First May 1, 1998
Supplemental Indenture in its entirety and substituting in lieu thereof the
following:
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 the amount by which the principal amount of the then
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds 81% 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 CL&P 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 First May 1, 1998 Supplemental
Indenture. The Mortgage shall be, and hereby is, amended to correct a
typographical error by deleting Schedule A to the First May 1, 1998
Supplemental Indenture in its entirety and substituting in lieu thereof
Schedule A appended hereto.
ARTICLE 2.
MISCELLANEOUS
SECTION 2.01. Benefits of Supplemental Indenture. Nothing in this
Supplemental Indenture, 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, 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.
SECTION 2.02. 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 2.03. 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 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:
/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 4th day of May, 1998, before me, Susan L. Cifaldi, 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/ Susan L. Cifaldi
Carole J. Kobrzycki, Notary Public
My Commission Expires: May 31, 1999
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 4th day of May, 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 dated as of May 1, 1998 establishing the terms and conditions of
bonds of this Series (the "Supplemental Indenture"), the 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 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 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 , 1998.
THE CONNECTICUT LIGHT AND POWER COMPANY
By
Name:
Title: President
Attest:
Name:
Title: 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 seventy 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, May 1, 1998 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, the
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 81% 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 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, as amended by
the 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 series, as amended by the 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 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.