EXHIBIT NO. 4.4
BRIDGEPORT ELECTRIC COMPANY
TO
THE FIRST NATIONAL BANK OF BOSTON,
TRUSTEE
----------------------------
THIRD SUPPLEMENTAL MORTGAGE INDENTURE
Dated as of March 31, 1988
TO
FIRST MORTGAGE INDENTURE AND DEED OF TRUST
Dated as of December 1, 1984
THIS THIRD SUPPLEMENTAL MORTGAGE INDENTURE, dated as of
March 31, 1988, made and entered into by and between BRIDGEPORT
ELECTRIC COMPANY, a Delaware corporation, with its principal
office in New Haven, Connecticut (hereinafter with its successors
and assigns called the Company), and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, with its principal office
in Boston, Massachusetts (hereinafter with its successors called
the Trustee), witnesseth that:
WHEREAS, the Company heretofore duly executed and delivered
to the Trustee a certain First Mortgage Indenture and Deed of
Trust dated as of December 1, 1984, a First Supplemental Mortgage
Indenture dated as of February 15, 1987 and a Second Supplemental
Mortgage Indenture dated as of January 14, 1988 (said First
Mortgage Indenture and Deed of Trust being hereinafter referred
to as the Mortgage Indenture, and together with all indentures
expressly stated to be supplemental thereto, including said First
and Second Supplemental Mortgage Indentures and this Third
Supplemental Mortgage Indenture, being hereinafter generally
referred to as the Indenture, as provided in Section 1.20 of the
Mortgage Indenture) for the purpose of borrowing money for its
corporate purposes and issuing its bonds therefor from time to
time in one or more series and to secure the same, which Mortgage
Indenture and First and Second Supplemental Mortgage Indentures
are recorded, respectively, in the office of the Secretary of the
State of Connecticut in Volume 60, Page K, Volume 61, Page 186,
and Volume 61, Page 320, Railroad Mortgages, and in the Land
Records of the Towns of Bridgeport and New Haven, Connecticut,
and are also on file in the offices of the Trustee and the
Company and to which indentures reference is hereby expressly
made; and
WHEREAS, the Company has heretofore issued under the
Indenture $200,000,000 principal amount of the Company's 18%
First Mortgage Bonds, Series A, due November 30, 1994,
$54,000,000 principal amount of the Company's 9.44% First
Mortgage Bonds, Series B, due February 15, 1999 and $180,000,000
of 10.32% First Mortgage Bonds, Series C, due January 15, 1995,
of which only the $54,000,000 of Series B Bonds and the
$180,000,000 of Series C bonds are now outstanding; and
WHEREAS, the Company purposes to amend Article 4 of the
Mortgage Indenture, with the consent of the holders of not less
than 66 2/3% of the outstanding Bonds, to change the limits in
the issue of additional series of Bonds; and
WHEREAS the execution and delivery of this Third
Supplemental Mortgage Indenture is authorized by section 14.02 of
the Mortgage Indenture and has been duly authorized by the Board
of Directors of the Company; and
WHEREAS all acts and things necessary to constitute this
Third Supplemental Mortgage Indenture a valid, legal and binding
instrument enforceable in accordance with its terms have been in
all respects duly authorized and done.
NOW, THEREFORE, it is hereby covenanted, declared and
agreed, upon the trusts and for the purposes aforesaid, as set
forth in the following covenants, agreements, conditions and
provisions, viz.:
ARTICLE 1
AMENDMENT OF THE INDENTURE
1.01 Amendment of Section 4.02. Section 4.02 of the Mortgage
Indenture is hereby amended to read in its entirety as follows:
4.02. Additional Bonds. Bonds of one or more series
having a final maturity date not earlier than the final
maturity date of the Series A Bonds may be authenticated and
delivered from time to time pursuant to this section so long
as the aggregate principal amount of Bonds outstanding,
including the Bonds then being authenticated and delivered
pursuant to this section, but excluding (i) any Bonds
outstanding which have been authenticated and delivered
pursuant to section 4.03 and (ii) any Bonds which have been
authenticated and delivered pursuant to section 4.05 on the
basis of retired Bonds which were previously authenticated
and delivered pursuant to section 4.03, shall not exceed
$375,000,000, but only upon and in compliance with the
provisions of section 4.01 and the furnishing of the
following documents to the Trustee:
(a) a Lease Amendment which (i) amends the Lease
to increase the rental payments to a level sufficient
to assure that the payments will, after deducting all
other amounts required to be paid therefrom, at least
equal the scheduled payments of principal, premium, if
any, and interest on all outstanding Bonds and Junior
Debt, but (ii) does not amend or modify the Lease in
any other respect;
(b) a supplemental indenture or other instrument,
duly executed by the Company, subjecting the Company's
interest in the Lease Amendment to the lien of this
Indenture;
(c) an Opinion of Counsel, dated not earlier than
the date of the application for authentication and
delivery of the Bonds, setting forth:
(1) that he has examined the Lease Amendment
and that it is in compliance with the requirements
of section 4.02(a);
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(2) that the Lease Amendment has been duly
authorized, executed and delivered by the Company
and United and is the valid and legally binding
obligation of each;
(3) that the Lease Amendment has been duly
authorized or approved or exempted from any
requirements for such authorization or approval,
by any and all governmental authorities whose
authorization, approval or exemption is requisite
to the enforceability of the Lease Amendment, and
specifying by what, if any, officially
authenticated certificates or other documents such
authorization, approval or exemption is or may be
evidenced, or that no authorization, approval or
exemption of any governmental authority is
requisite to the enforceability of the Lease
Amendment;
(4) that the Company's interest in the Lease
Amendment has been subjected to the lien of this
Indenture and is subject to no lien ranking prior
to or on an equality with the lien of this
Indenture; and
(5) that the Lease, as amended by the Lease
Amendment, continues in full force and effect;
(d) the officially authenticated certificates or
other documents evidencing the action by governmental
authorities, if any, specified in such Opinion of
Counsel, or certified copies thereof, or other evidence
satisfactory to the Trustee that such authorization,
approval or exemption, if any, has been granted; and
(e) an Accountant's Certificate, dated not later
than the date of the application for authentication and
delivery of the Bonds, demonstrating that the rentals
provided by the Lease Amendment will be sufficient to
meet the requirements of section 4.02(a).
1.02. Deletion of Section 4.04. Section 4.04 of the Mortgage
Indenture is hereby deleted and shall be of no further force or
effect.
1.03. Amendment of Section 7.02(d). Subparagraph (d) of
Section 7.02 of the Mortgage Indenture, as heretofore amended, is
hereby further amended to read in its entirety as follows:
"(d) in the case of the series of 10.32% First
Mortgage Bonds, Series C, due January 15, 1995, the Trustee shall
apportion to each holder a percentage of the aggregate principal
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amount to be redeemed equal to its percentage of the outstanding
Bonds of such series, provided that after any of the Bonds of
such series have been sold in an offering with respect to which a
registration statement filed under the Securities Act of 1933 was
in effect, then the apportionment provided for in this paragraph
shall not be applicable (and the provisions of paragraph (b)
shall instead be applicable) to the Bonds of the series covered
by such registration statement and any Bonds issued in place of
such Bonds, but the apportionment provided for in this paragraph
(d) shall continue to be applicable to the balance of the Bonds
of the series whether or not held by original owners of the
series."
ARTICLE 2
MISCELLANEOUS PROVISIONS
2.01. Defined Terms. The usage in this Third Supplemental
Mortgage Indenture of terms which are defined in the Mortgage
Indenture is in accordance with the definitions thereof in the
Mortgage Indenture, except where the context clearly otherwise
requires.
2.02. Third Supplemental Mortgage Indenture for Benefit of
Parties and Bondholders Solely. All the covenants and provisions
of this Third Supplemental Mortgage Indenture are and shall be
held to be for the sole and exclusive benefit of the parties
hereto and the holders of the Bonds outstanding under the
Indenture and no others shall have any legal, equitable or other
right, remedy or claim under or by reason of this Third
Supplemental Mortgage Indenture or any covenant, condition or
provision contained herein.
2.03. Rights and Duties under Indenture Not Waived or
Limited By Supplement. Nothing in this Third Supplemental
Mortgage Indenture, expressed or implied, is intended or shall be
construed to waive any right the Trustee might otherwise have
under the Indenture; and nothing herein shall affect or limit the
obligation of the Company to execute and deliver to the Trustee
any instrument of further assurance, or other instrument, which
elsewhere in the Indenture is required to be made to or with the
Trustee.
2.04. Trust Indenture Act to Control. If any provision of
this Third Supplemental Mortgage Indenture limits, qualifies or
conflicts with another provision included in the Indenture which
is required to be included in the Indenture by any of Sections
310-317, inclusive, of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
2.05. Effect of Supplemental Indenture. This Third
Supplemental Mortgage Indenture is executed, shall be construed
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as and is expressly stated to be an indenture supplemental to the
Mortgage Indenture, and shall form a part of the Indenture, and
the Mortgage Indenture, as supplemented and amended by this Third
Supplemental Mortgage Indenture, is hereby confirmed and adopted
by the Company as its obligation.
2.06. Counterparts. This Third Supplemental Mortgage
Indenture may be executed in any number of counterparts, each of
which shall be deemed an original; and such counterparts shall
constitute but one and the same instrument, which shall for all
purposes be sufficiently evidenced by any such original
counterpart.
2.07. Cover, Headings, etc. The cover of this Third
Supplemental Mortgage Indenture and all article and descriptive
headings, and the table of contents and marginal headings and
notes, if any, are inserted for convenience only, and shall not
affect any construction or interpretation hereof.
2.08. Governing Law. This Third Supplemental Mortgage
Indenture shall be deemed to be a contract made under the law of
the State of Connecticut, and for all purposes shall be governed
and construed in accordance with the law of said State.
IN WITNESS WHEREOF, Bridgeport Electric Company has caused
this Third Supplemental Mortgage Indenture to be executed on its
behalf by its President or one of its Vice Presidents and by its
Treasurer or its Assistant Treasurer and its corporate seal to be
hereto affixed and attested by its Secretary or an Assistant
Secretary; and The First National Bank of Boston has caused this
Third Supplemental Mortgage Indenture to be executed on its
behalf and its corporate seal to be affixed by one of its Senior
Account Managers; all as of the date and year above written, but
actually on July 21, 1988.
BRIDGEPORT ELECTRIC COMPANY
(Corporate Seal) By /s/ Robert L. Fiscus
-----------------------
Vice President
and by
/s/ Leon A. Morgan
-----------------------
Secretary-Treasurer
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Attest: /s/ William A. Elder
----------------------
Assistant Secretary
Signed, sealed and delivered on
behalf of BRIDGEPORT ELECTRIC
COMPANY in the presence of:
/s/ Camille C. Costelli
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/s/ Susan E. Allen
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As Witnesses
THE FIRST NATIONAL BANK OF
BOSTON, TRUSTEE
(Corporate Seal) By /s/ Robert J. Dunn
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Senior Account Manager
Signed, sealed and delivered on
behalf of THE FIRST NATIONAL BANK
OF BOSTON in the presence of:
/s/ Thomas F. Tresselt
----------------------
/s/ Donald K. Canby
----------------------
As Witnesses
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