Exhibit 99.2
PUBLIC SERVICE COMPANY
OF NEW HAMPSHIRE
AND
WACHOVIA BANK, NATIONAL ASSOCIATION
Successor to FIRST UNION NATIONAL BANK
Formerly Known as FIRST FIDELITY BANK, NATIONAL ASSOCIATION,
NEW JERSEY
Successor to BANK OF NEW ENGLAND, NATIONAL ASSOCIATION
(Formerly Known as NEW ENGLAND MERCHANTS NATIONAL BANK)
and to
NEW BANK OF NEW ENGLAND, NATIONAL ASSOCIATION, TRUSTEE
THIRTEENTH SUPPLEMENTAL INDENTURE
Dated as of July 1, 2004
TO ISSUE SERIES L
FIRST MORTGAGE BONDS
$50,000,000 First Mortgage Bonds (Series L due 2014)
TABLE OF CONTENTS
Page
Date and Parties
Recitals 1
Granting Clauses 6
Exceptions 8
Habendum 8
Declaration in Trust 8
ARTICLE 1 - Series L Bonds 8
1.01. Designation; Amount 8
1.02. Form of Series L Bonds; Global Security; Depository
for Global Securities 9
1.03. Provisions of Series L Bonds; Interest Accrual 9
1.04. Transfer and Exchange of Series L Bonds 10
1.05. Redemption of the Series L Bonds 10
1.06 Effect of Event of Default 12
1.07 Payment Date Not a Business Day 12
ARTICLE 2 - MISCELLANEOUS
2.01. Recitals 12
2.02. Benefits of Thirteenth Supplemental Indenture 12
2.03. Effect of Thirteenth Supplemental Indenture 13
2.04. Termination 13
2.05. Trust Indenture Act 13
2.06. Counterparts 13
2.07. Notices 13
2.08. Definitions 14
Testimonium
Signatures
Schedule A - Form of Series L Bonds
Schedule B - Description of Certain Properties Acquired Since
December 1, 2001.
Acknowledgments
Endorsement
THIS THIRTEENTH SUPPLEMENTAL INDENTURE dated as of July 1,
2004, between PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(hereinafter with its successors and assigns generally called the
Company), a corporation duly organized and existing under the
laws of the State of New Hampshire, having its principal place of
business at 780 North Commercial Street in Manchester, New
Hampshire 03101, and WACHOVIA BANK, NATIONAL ASSOCIATION,
successor by merger to First Union National Bank, formerly known
as First Fidelity Bank, National Association, New Jersey,
successor in trust to Bank of New England, National Association
(formerly known as New England Merchants National Bank) and to
New Bank of New England, National Association, said Wachovia
Bank, National Association (hereinafter with its successors in
trust generally called the Trustee), being a national banking
association duly organized and existing under the laws of the
United States of America, having a corporate trust office at 21
South Street, Third Floor, Morristown, New Jersey 07960, and duly
authorized to execute the trusts hereof.
WHEREAS, the Company heretofore duly executed and delivered
to Bank of New England, National Association (formerly known as
New England Merchants National Bank), as predecessor trustee, its
General and Refunding Mortgage Indenture (hereinafter, as amended
by the Tenth Supplemental Indenture dated as of May 1, 1991,
generally referred to as the "Original Indenture" and sometimes
referred to, with each and every prior indenture supplemental
thereto and each and every other instrument, including this
Thirteenth Supplemental Indenture, which the Company, pursuant to
the provisions thereof, may execute with the Trustee and which is
therein stated to be supplemental to the Original Indenture, as
the "Indenture"), dated as of August 15, 1978, but actually
executed on September 20, 1978, and recorded, among other places,
in Hillsborough County, New Hampshire, Registry of Deeds, Book
2640, Page 334, in York County, Maine, Registry of Deeds, Book
2417, Page 01, in Concord, Vermont, Land Records, Book 44, Page
129A, and in the Office of the Secretary of the State of
Connecticut in Volume 56, Page G of Railroad Mortgages (together
with certificates with respect thereto recorded in the Town
Clerk's offices of Waterford and Berlin, Connecticut), to which
this instrument is supplemental, and in modification and
confirmation thereof has executed and delivered to (i) Bank of
New England, National Association (formerly known as New England
Merchants National Bank) as predecessor trustee nine duly
recorded indentures supplemental thereto, and (ii) to First
Fidelity Bank, National Association, New Jersey, a Tenth
Supplemental Indenture dated as of May 1, 1991 (hereinafter
generally referred to as the Tenth Supplemental Indenture); and
(iii) to First Union National Bank, an Eleventh Supplemental
Indenture dated as of April 1, 1998, and (iv) to First Union
National Bank, a Twelfth Supplemental Indenture dated as of
December 1, 2001 thereto duly recorded, whereby substantially all
the properties of the Company used by it in its business, whether
then owned or thereafter acquired, with certain reservations,
exceptions and exclusions fully set forth in the Original
Indenture were given, granted, bargained, sold, transferred,
assigned, pledged, mortgaged and conveyed to the Trustee, its
successors and assigns, in trust upon the terms and conditions
set forth therein to secure its General and Refunding Mortgage
Bonds, and, subsequently as described herein, its First Mortgage
Bonds, issued and to be issued thereunder, and for other purposes
more particularly specified therein; and
WHEREAS, on January 6, 1991, Bank of New England, National
Association was declared insolvent, and New Bank of New England,
National Association, pursuant to a purchase and assumption
agreement dated as of January 6, 1991 between it and the Federal
Deposit Insurance Corporation as receiver of Bank of New England,
National Association, acquired and succeeded to all of the right,
title, interest, authority and appointment of Bank of New
England, National Association, as Trustee under the Indenture,
which succession and appointment were ratified and confirmed by
the Board of Directors of the Company on February 21, 1991, all
as more particularly recited in the Agreement as to Resignation
of Trustee and Appointment of Successor Trustee (the "Resignation
and Appointment Agreement"), by and among the Company, New Bank
of New England, National Association, and First Fidelity Bank,
National Association, New Jersey, recorded with the Tenth
Supplemental Indenture; and
WHEREAS, pursuant to the Resignation and Appointment
Agreement, New Bank of New England, National Association resigned
as successor trustee and First Fidelity Bank, National
Association, New Jersey succeeded to the trusts created by the
Indenture; and
WHEREAS, First Fidelity Bank, National Association, New
Jersey was succeeded by First Union National Bank; and
WHEREAS, pursuant to The Third Amended Joint Plan of
Reorganization (the "Plan"), dated December 28, 1989 (Case No. 88-
00043), as confirmed by order of the United States Bankruptcy
Court for the District of New Hampshire dated April 20, 1990, all
bonds outstanding under the First Mortgage Indenture dated as of
January 1, 1943, as from time to time amended and supplemented,
between the Company and Old Colony Trust Company, as trustee (to
which each of The First National Bank of Boston and Maryland
National Bank has been successor trustee) have been paid in full
and said First Mortgage Indenture has been released and is of no
further force or effect, all bonds outstanding under the Third
Mortgage Indenture dated as of February 15, 1986, as from time to
time amended and supplemented, between the Company and First
Fidelity Bank, National Association, New Jersey, as trustee, have
been paid in full and said Third Mortgage Indenture has been
released and is of no further force or effect, and all bonds
issued prior to the date of execution of the Tenth Supplemental
Indenture and outstanding under the Indenture have been paid in
full; and
WHEREAS, the actions contemplated by the Resignation and
Appointment Agreement and the Tenth Supplemental Indenture have
been authorized and directed by Order of the United States
Bankruptcy Court for the District of New Hampshire dated January
18, 1991 in Case No. 88-00043, which Order authorized certain
transactions and procedures necessary to consummate the Plan and
approved certain modifications of the Plan related thereto; and
WHEREAS, all applicable requirements of the Plan and said
Order have been complied with; and
WHEREAS, pursuant to the Tenth Supplemental Indenture the
Company effected the amendments to the Indenture specified in the
Tenth Supplemental Indenture, including amendments to reflect the
release and discharge of the Company's First Mortgage Indenture
dated as of January 1, 1943, as supplemented and amended, and to
reflect that, as a result, the Indenture is now a First Mortgage
Indenture, the bonds issued and to be issued under the Indenture
will be First Mortgage Bonds of the Company, and the Original
Indenture as it may heretofore and hereafter be supplemented and
amended shall henceforth be known and referred to as the
Company's First Mortgage Indenture dated as of August 15, 1978;
and
WHEREAS, the Company by appropriate and sufficient corporate
action in conformity with the terms of the Indenture duly caused
to be issued seven new series of bonds under the Indenture
designated First Mortgage Bonds, Series A through G, said Series
A through Series G Bonds being in an aggregate principal amount
of $858,985,000 and consisting of fully registered bonds
containing the terms and provisions duly fixed and determined by
the Board of Directors of the Company and expressed in Schedule B
to the Tenth Supplemental Indenture; and
WHEREAS, on May 15, 1996, $172,500,000 aggregate principal
amount of the Company's 8 7/8% First Mortgage Bonds, Series A,
matured and were paid and canceled; and
WHEREAS, as of April 1, 1998 the Company by appropriate and
sufficient corporate action in conformity with the terms of the
Indenture duly caused to be issued a new series of bonds under
the Indenture designated as First Mortgage Bonds, Series H, said
Series H Bonds being in an aggregate principal amount of
$75,000,000 and containing the terms and provisions duly fixed
and determined by the Board of Directors of the Company and
expressed in Schedule A to the Eleventh Supplemental Indenture;
and
WHEREAS, on May 15, 1998, $170,000,000 aggregate principal
amount of the Company's 9.17% First Mortgage Bonds, Series, B,
matured and were paid and canceled; and
WHEREAS, on April 22, 1999, the Revolving Credit Agreement
dated as of April 23, 1998 (the "Credit Agreement") terminated,
the Credit Borrowings thereunder were indefeasibly paid in full
in accordance with the terms thereof and the obligations of the
several Lenders to make advances to the Company under the Credit
Agreement were terminated; the bonds of Series H were deemed paid
and all obligations of the Company to pay the principal of,
premium, if any, and interest on the bonds of Series H was
satisfied and discharged; and the $75,000,000 aggregated
principal amount of the Company's First Mortgage Bonds, Series H,
were canceled; and
WHEREAS, as of March 30, 2001 the Company sold its interest
in the Millstone III Nuclear Generating Station, located in
Waterford, Connecticut, and with the sale of said property, no
longer owns any property located in Connecticut which is subject
to the lien of the Indenture, and is no longer subject to the
jurisdiction of the Connecticut Department of Public Utility
Control; and
WHEREAS, pursuant to the Series A, B and C Loan and Trust
Agreements dated October 1, 2001 (herein called the "Series A, B
and C PCRB Agreements"), by and among the Business Finance
Authority of the State of New Hampshire (herein called "the
Authority"), the Company and the State Street Bank and Trust
Company, as trustee (herein called the "Series A, B and C PCRB
Trustee"), the Authority issued $89,250,000 in principal amount
of its Pollution Control Revenue Bonds (Public Service Company of
New Hampshire Project - 2001 Tax Exempt Series A)(herein called
the "Series A PCR Bonds") and loaned the proceeds from the sale
of the Series A PCR Bonds to the Company. Proceeds of the loan
were used to refund (i) the Authority's $66,000,000 aggregate
principal amount 7.65% Pollution Control Revenue Bonds (Public
Service Company of New Hampshire Project - 1991 Tax-Exempt Series
A)(the "1991 Series A Bonds"), and (ii) a portion of the
Authority's $112,500,000 aggregate principal amount 7.65%
Pollution Control Revenue Bonds (Public Service Company of New
Hampshire Project - 1991 Tax-Exempt Series C)(the "1991 Series C
Bonds").The proceeds of the 1991 Series A and C Bonds were used
to finance and refinance a portion of the Company's share of
expenditures, including financing costs, relating to the
construction of certain pollution control, sewage and/or solid
waste disposal facilities required for the operation of the
Seabrook nuclear-fueled, steam electric generating plant, Unit 1,
located in Seabrook, New Hampshire, in which the Company owned
and undivided 35.6% interest. The Authority also issued
$89,250,000 in principal amount of its Pollution Control Revenue
Bonds (Public Service Company of New Hampshire Project - 2001 Tax
Exempt Series B)(herein called the "Series B PCR Bonds") and
loaned the proceeds from the sale of the Series B PCR Bonds to
the Company. Proceeds of the loan were used to refund a portion
of the 1991 Series C Bonds. The proceeds of the 1991 Series C
Bonds were used to finance and refinance a portion of the
Company's share of expenditures, including financing costs,
relating to the construction of certain pollution control, sewage
and/or solid waste disposal facilities required for the operation
of the Seabrook nuclear-fueled, steam electric generating plant,
located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest. The Authority also issued $108,985,000
in principal amount of its Pollution Control Revenue Bonds
(Public Service Company of New Hampshire Project - 2001 Tax
Exempt Series C)(herein called the "Series C PCR Bonds") and
loaned the proceeds from the sale of the Series C PCR Bonds to
the Company. Proceeds of the loan were used to refund a portion
of the 1991 Series C Bonds. The proceeds of the 1991 Series C
Bonds were used to finance and refinance a portion of the
Company's share of expenditures, including financing costs,
relating to the construction of certain pollution control, sewage
and/or solid waste disposal facilities required for the operation
of the Seabrook nuclear-fueled, steam electric generating plant,
located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest. Proceeds of the loan were used to
refund the Authority's $108,985,000 aggregate principal amount
7.50% Pollution Control Revenue Bonds (Public Service Company of
New Hampshire Project - 1991 Tax Exempt Series B)(herein called
the "1991 Series B Bonds"). The proceeds of the 1991 Series C
Bonds were used to finance and refinance a portion of the
Company's share of expenditures, including financing costs,
relating to the construction of certain pollution control, sewage
and/or solid waste disposal facilities required for the operation
of the Seabrook nuclear-fueled, steam electric generating plant,
located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest.
WHEREAS, the Series A, B and C PCR Bonds were special
obligations of the Authority, payable solely out of the revenues
and other receipts, funds and moneys derived by the Authority
under the Series A, B and C PCRB Agreements and from any amounts
otherwise available under the Series A, B and C PCRB Agreements
for the payment of the Series A, B and C PCR Bonds, and such
revenues and other receipts, funds moneys and amounts are,
pursuant to the Series A, B and C PCRB Agreements, assigned and
pledged by the Authority to the Series A, B and C PCRB Trustee
as security for the Series A, B and C PCR Bonds and include loan
payments required to be made by the Company to the Series A, B
and C PCRB Trustee for the account of the Authority pursuant to
the Series A, B and C PCRB Agreements in amounts equal to the
amounts payable with respect to the Series A, B and C PCR Bonds;
and
WHEREAS, in consideration of the loan being provided by the
Authority under, and pursuant to the provisions of, the Series A,
B and C PCRB Agreements, the Company issued: (a) $89,250,000
principal amount of its First Mortgage Bonds, Series I
(hereinafter generally referred to as the "Series I Bonds" or the
"bonds of Series I") to evidence and secure the Company's
obligation under the Series A PCRB Agreement to make loan
payments as aforesaid and to provide security for the Series A
PCR Bonds; (b) $89,250,000 principal amount of its First Mortgage
Bonds, Series J (hereinafter generally referred to as the "Series
J Bonds" or the "bonds of Series J") to evidence and secure the
Company's obligation under the Series B PCRB Agreement to make
loan payments as aforesaid and to provide security for the Series
B PCR Bonds; and (c) $108,985,000 principal amount of its First
Mortgage Bonds, Series K (hereinafter generally referred to as
the "Series K Bonds" or the "bonds of Series K") to evidence and
secure the Company's obligation under the Series C PCRB Agreement
to make loan payments as aforesaid and to provide security for
the Series C PCR Bonds; and
WHEREAS, the execution and delivery of the Twelfth
Supplemental Indenture and the issue of not exceeding Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in
aggregate principal amount of bonds of Series I, Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in
aggregate principal amount of bonds of Series J and One Hundred
Eight Million Nine Hundred Eighty Five Thousand Dollars in
aggregate principal amount of bonds of Series K, and other
necessary actions were duly authorized by the Executive Committee
of the Board of Directors of the Company; and
WHEREAS, as a result of a merger, First Union National Bank
changed its name to Wachovia Bank, National Association and
remains as Trustee under the Indenture; and
WHEREAS, the Company has purchased, constructed or otherwise
acquired certain additional property not heretofore specifically
described in the Indenture but which is and is intended to be
subject to the lien thereof, and proposes specifically to subject
such additional property to the lien of the Indenture at this
time; and
WHEREAS, the execution and delivery of this Thirteenth
Supplemental Indenture and the issue of not exceeding Fifty
Million Dollars ($50,000,000) in aggregate principal amount of
bonds of Series L, and other necessary actions have been duly
authorized by the Board of Directors of the Company; and
WHEREAS, the Company proposes to execute and deliver this
Thirteenth Supplemental Indenture to provide for the issue of the
bonds of Series L and confirm the lien of the Indenture on the
property referred to below, all as permitted by Section 15.1 of
the Original Indenture; and
WHEREAS, all acts and things necessary to make the initial
issue of the Series L Bonds, when executed by the Company and
authenticated by the Trustee and delivered as in the Original
Indenture provided, the legal, valid and binding obligations of
the Company according to their terms and to make this Thirteenth
Supplemental Indenture a legal, valid and binding instrument for
the security of the bonds, in accordance with its and their
terms, have been done and performed, and the execution and
delivery of this Thirteenth Supplemental Indenture has in all
respects been duly authorized;
NOW, THEREFORE, in consideration of the premises, and of the
acceptance of said Series L First Mortgage Bonds by the holder
thereof, and of the sum of $1.00 duly paid by the Trustee to the
Company, and of other good and valuable considerations, the
receipt whereof is hereby acknowledged, and in confirmation of
and supplementing the Original Indenture as previously
supplemented by said twelve preceding supplemental indentures,
and in performance of and compliance with the provisions thereof,
said Public Service Company of New Hampshire, by these presents,
does give, grant, bargain, sell, transfer, assign, pledge,
mortgage and convey unto Wachovia Bank, National Association, as
Trustee, as provided in the Original Indenture, as previously
supplemented and amended and as supplemented by this Thirteenth
Supplemental Indenture, and its successor or successors in the
trust thereby and hereby created, and its and their assigns, (a)
all and singular the property, and rights and interests in
property, described in the Original Indenture and the twelve
preceding supplemental indentures (said supplemental indentures,
in each case as amended by the Tenth Supplemental Indenture,
hereinafter referred to as the Preceding Supplemental
Indentures), and thereby conveyed, pledged, assigned, transferred
and mortgaged, or intended so to be (said descriptions in said
Original Indenture and the Preceding Supplemental Indentures
being hereby made a part hereof to the same extent as if set
forth herein at length), whether then or now owned or thereafter
or hereafter acquired, except such of said properties or
interests therein as may have been released or sold or disposed
of in whole or in part as permitted by the provisions of the
Original Indenture, and (b) also, but without in any way limiting
the generality of the foregoing, all the right, title and
interest of the Company, now owned or hereafter acquired, in and
to the rights, titles, interests and properties described or
referred to in Schedule B hereto attached and hereby made a part
hereof as fully as if set forth herein at length, in all cases
not specifically reserved, excepted and excluded; the foregoing
property, and rights and interests in property, being located in
the following listed municipalities in New Hampshire and
unincorporated areas in Coos County, New Hampshire, as well as in
various municipalities in the States of Maine, Vermont and
elsewhere:
BELKNAP COUNTY - Alton, Barnstead, Belmont, Center Harbor,
Gilford, Gilmanton, Laconia, Meredith, New Hampton, Sanbornton,
Tilton;
CARROLL COUNTY - Albany, Brookfield, Chatham, Conway, Eaton,
Effingham, Freedom, Madison, Moultonboro, Ossipee, Sandwich,
Tamworth, Tuftonboro, Wakefield, Wolfeboro;
CHESHIRE COUNTY - Alstead, Chesterfield, Dublin,
Fitzwilliam, Gilsum, Harrisville, Hinsdale, Jaffrey, Keene,
Marlborough, Marlow, Nelson, Richmond, Rindge, Roxbury, Stoddard,
Sullivan, Surry, Swanzey, Troy, Westmoreland, Winchester;
COOS COUNTY - Bean's Grant, Berlin, Cambridge, Carroll,
Chandler's Purchase, Clarksville, Colebrook, Columbia, Crawford's
Purchase, Dalton, Dummer, Errol, Gorham, Green's Grant,
Jefferson, Lancaster, Martin's Location, Milan, Millsfield,
Northumberland, Pinkham's Grant, Pittsburg, Randolph, Shelburne,
Stark, Stewartstown, Stratford, Success, Thompson & Meserve's
Purchase, Wentworth's Location, Whitefield;
GRAFTON COUNTY - Alexandria, Ashland, Bath, Bethlehem,
Bridgewater, Bristol, Campton, Easton, Enfield, Franconia,
Grafton, Haverhill, Hebron, Holderness, Landaff, Lincoln, Lisbon,
Littleton, Lyman, Lyme, Orange, Orford, Piermont, Plymouth,
Rumney, Sugar Hill, Thornton, Woodstock;
HILLSBOROUGH COUNTY - Amherst, Antrim, Bedford, Bennington,
Brookline, Deering, Francestown, Goffstown, Greenfield,
Greenville, Hancock, Hillsborough, Hollis, Hudson, Litchfield,
Lyndeborough, Manchester, Mason, Merrimack, Milford, Mont Vernon,
Nashua, New Boston, New Ipswich, Pelham, Peterborough, Sharon,
Temple, Weare, Wilton, Windsor;
MERRIMACK COUNTY - Allenstown, Andover, Boscawen, Bow,
Bradford, Canterbury, Chichester, Concord, Danbury, Dunbarton,
Epsom, Franklin, Henniker, Hill, Hooksett, Hopkinton, Loudon,
Newbury, New London, Northfield, Pembroke, Pittsfield, Salisbury,
Sutton, Warner, Webster, Wilmot;
ROCKINGHAM COUNTY - Auburn, Atkinson, Brentwood, Candia,
Chester, Danville, Deerfield, Derry, East Kingston, Epping,
Exeter, Fremont, Greenland, Hampstead, Hampton, Hampton Falls,
Kensington, Kingston, Londonderry, New Castle, Newfields,
Newington, Newmarket, Newton, North Hampton, Northwood,
Nottingham, Portsmouth, Raymond, Rye, Sandown, Seabrook, South
Hampton, Stratham, Windham;
STRAFFORD COUNTY - Barrington, Dover, Durham, Farmington,
Lee, Madbury, Middleton, Milton, New Durham, Rochester,
Rollinsford, Somersworth, Strafford;
SULLIVAN COUNTY - Charlestown, Claremont, Cornish, Croydon,
Goshen, Grantham, Lempster, Newport, Plainfield, Springfield,
Sunapee, Unity, Washington;
SUBJECT, HOWEVER, as to all of the foregoing, to the
specific rights, privileges, liens, encumbrances, restrictions,
conditions, limitations, covenants, interests, reservations,
exceptions and otherwise as provided in the Original Indenture
and the Preceding Supplemental Indentures, and in the
descriptions in the schedules thereto and hereto and in the deeds
or grants in said schedules referred to;
BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING (as the
same are reserved, excepted and excluded from the lien of the
Original Indenture and the Preceding Supplemental Indentures from
this instrument and the grant, conveyance, mortgage, transfer and
assignment herein contained, all right, title and interest of the
Company, now owned or hereafter acquired, in and to the
properties and rights specified in subclauses (a) to (m), both
inclusive, of the paragraph beginning "BUT SPECIFICALLY
RESERVING, EXCEPTING AND EXCLUDING..." which paragraph is part of
the granting clauses of the Original Indenture;
TO HAVE AND TO HOLD all said plant, premises, property,
franchises and rights hereby conveyed, assigned, pledged or
mortgaged, or intended so to be, unto the Trustee, its successor
or successors in trust, and to its and their assigns forever;
BUT IN TRUST, NEVERTHELESS, with power of sale, for the
equal pro rata benefit, security and protection of the owners of
the bonds without any preference, priority or distinction
whatever of any one bond over any other bond by reason of
priority in the issue, sale or negotiation thereof, or otherwise;
PROVIDED, HOWEVER, and these presents are upon the
condition, that if the Company shall pay or cause to be paid or
make appropriate provision for the payment unto the holders of
the bonds of the principal, premium, if any, and interest to
become due thereon at the times and in the manner stipulated
therein, and shall keep, perform and observe all and singular the
covenants, agreements and provisions in the Indenture expressed
to be kept, performed and observed by or on the part of the
Company, then the Indenture and the estate and rights thereby and
hereby granted shall, pursuant and subject to the provisions of
Article 16 of the Original Indenture, cease, determine and be
void, but otherwise shall be and remain in full force and effect.
AND 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
SERIES L BONDS
SECTION 1.01. Designation; Amount. The bonds of Series L
shall be designated "First Mortgage Bonds, Series L" and shall
not exceed Fifty Million Dollars ($50,000,000) in aggregate
principal amount at any one time outstanding. The Trustee shall
authenticate and deliver up to $50,000,000 aggregate principal
amount of Series L Bonds at any time upon application by the
Company and compliance with the applicable provisions of the
Original Indenture.
SECTION 1.02. Form of Series L Bonds; Global Security;
Depository for Global Securities. The Series L Bonds shall be
issued only in fully registered form without coupons in
denominations of One Thousand Dollars ($1,000.00) and multiples
thereof.
The Series L Bonds shall be initially represented by one or
more global securities (the "Global Securities"). Each Global
Security will be deposited with, or on behalf of, The Depository
Trust Company, as depositary ("DTC"), and registered in the name
of Cede & Co., a nominee of DTC.
The Company may at any time and in its sole discretion
determine not to have any Series L Bonds in the form of Global
Securities and, in such event, will issue certificated Series L
Bonds in definitive form in exchange for the Global Securities.
In any such instance, an owner of a beneficial interest in the
Global Securities will be entitled to physical delivery in
definitive form of certificated bonds represented by the Global
Securities equal in principal amount to such beneficial interest
and to have such certificated bonds registered in its name.
The Series L Bonds shall be in substantially the form set
forth in Schedule A attached hereto. The terms of the Series L
Bonds contained in such form are hereby incorporated herein by
reference as though fully set forth in this place and are made a
part of this Thirteenth Supplemental Indenture.
SECTION 1.03. Provisions of Series L Bonds; Interest
Accrual. The Series L Bonds shall mature on July 15, 2014, and
shall bear interest at the rate of 5.25% per year, payable
semiannually in arrears on January 15 and July 15 of each year
(an "Interest Payment Date"), beginning on January 15, 2005, and
on the maturity date, until the Company's obligation in respect
of the principal thereof shall be discharged, and at the rate of
5.25% per annum on any overdue principal and premium and on any
overdue installment of interest. The Series L Bonds shall be
dated the date of authentication thereof by the Trustee and shall
bear interest on the principal amount from, and including, the
date of original issuance to, and excluding, the first Interest
Payment Date and then from, and including, the immediately
preceding Interest Payment Date to which interest has been paid
or duly provided for to, but excluding, the next Interest Payment
Date or the maturity date, as the case may be. Interest on the
Series L Bonds for any period other than a complete interest
payment period will be computed on the basis of 360 day year of
twelve 30 day months for the actual number of days elapsed.
The Series L Bonds shall be payable both as to principal and
interest at the corporate trust office of the Trustee at Wachovia
Bank, National Association in Charlotte, North Carolina or the
corporate trust office of its successors, 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 Series L Bonds shall be payable without
presentation, and only to or upon the holders thereof of record
at the applicable record date. The Series L Bonds shall be
callable for redemption in whole or in part according to the
terms and provisions provided herein in Section 1.05.
The Company has initially designated DTC as the depository
for the Series L Bonds. For as long as the Series L Bonds or any
portion thereof are in the form of a Global Security, and
notwithstanding the previous paragraph, all payments of interest,
principal and other amounts in respect of the Series L Bonds
shall be made to the depository or its nominee in accordance with
its applicable policies and procedures, in the coin or currency
specified above. So long as the Series L Bonds are in the form
of a Global Security, neither the Company nor the Trustee shall
have any responsibility with respect to the policies and
procedures of DTC, or any successor depository, or for any
notices or other communications among the depository, its direct
and indirect participants or beneficial owners of the Series L
Bonds.
SECTION 1.04. Transfer and Exchange of Series L Bonds.
So long as the Series L Bonds are in the form of Global
Securities, the Series L Bonds may not be transferred except as a
whole (1) by DTC to a nominee of DTC or (2) by a nominee of DTC
to DTC or another nominee of DTC or (3) by DTC or any such
nominee to a successor of DTC or a nominee of such successor. If
(1) DTC is at any time unwilling or unable to continue as
depositary and a successor depositary is not appointed by us
within ninety days or (2) there shall have occurred and be
continuing after any applicable grace periods an Event of Default
under the Indenture with respect to the Series L Bonds, the
Company will issue certificated Series L Bonds in definitive
registered form in exchange for the Global Securities.
The Company may at any time and in its sole discretion
determine not to have any Series L Bonds in registered form
represented by one or more Global Securities and, in such event,
will issue certificated bonds in definitive form in exchange for
the Global Securities representing the Series L Bonds. In any
such instance, an owner of a beneficial interest in the Global
Securities will be entitled to physical delivery in definitive
form of certificated bonds represented by the Global Securities
equal in principal amount to such beneficial interest and to have
such certificated bonds registered in its name.
In the event certificated bonds are issued in exchange for
the Global Securities, the Series L Bonds may be surrendered for
registration of transfer as provided in Section 2.8 of the
Original Indenture as at the corporate trust office of the
Trustee at Wachovia Bank, National Association in Charlotte,
North Carolina or the corporate trust offices of its successors,
and may be surrendered at said office for exchange for a like
aggregate principal amount of Series L Bonds of other authorized
denominations. Notwithstanding the provisions of Section 2.7 of
the Original Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any
registration of transfer of Series L Bonds or for the exchange of
any Series L Bonds for such bonds of other authorized
denominations.
SECTION 1.05. Redemption of the Series L Bonds. The Series
L Bonds are subject to redemption, in whole or in part, at the
option of the Company at any time. If the Company elects to
redeem the Series L Bonds, it will do so at a redemption price
equal to the greater of (x) one hundred percent (100%) of the
principal amount of the Series L Bonds being redeemed, plus
accrued interest thereon to the redemption date, or (y) as
determined by the Quotation Agent, the sum of the present value
of the remaining scheduled payments of principal and interest on
the Series L Bonds to be redeemed (not including any portion of
payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis at the
Adjusted Treasury Rate plus fifteen (15) basis points, plus
accrued interest to the redemption date. The Company shall
notify the Trustee in writing, not less than forty-five (45)
days, or such shorter period as shall be acceptable to the
Trustee, of any such election to redeem. Such notice shall
include the amount of Series L Bonds to be redeemed, the
redemption date and the redemption price.
The redemption price will be calculated assuming a 360-day
year consisting of twelve 30-day months.
"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Series L Bonds that would
be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of
the Series L Bonds.
"Comparable Treasury Price" means, with respect to any
redemption date: (i) the average of the Reference Treasury
Dealer Quotations for that redemption date, after excluding the
highest and lowest of the Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so received.
"Quotation Agent" means the Reference Treasury Dealer
appointed by us.
"Reference Treasury Dealer" means a primary U.S. Government
securities dealer in New York City selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption
date.
Notice of any redemption will be provided at least 30 days
but not more than 60 days before the redemption date to each
holder of the Series L Bonds to be redeemed.
Absent a default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
Series L Bonds or portions of the Series L Bonds called for
redemption.
If less than all of the Series L Bonds are to be redeemed,
the Trustee will select the Series L Bonds to be redeemed by a
method that the Trustee deems fair and appropriate and which may
provide for the selection for the redemption of portions (equal
to $1,000 or any multiple thereof) of the principal amount of the
Series L Bonds larger than $1,000. Notice of redemption will be
mailed, first-class mail postage prepaid, to each holder of
Series L Bonds to be redeemed at the holder's address in the
register for the securities. If any Series L Bonds are to be
redeemed in part only, the notice of redemption that relates to
that Series L Bond will state the portion of the principal amount
of that Series L Bond to be redeemed. In that case, new Series L
Bonds in aggregate principal amount equal to the unredeemed
portion of such Series L Bond will be issued to the holder after
cancellation of the original Series L Bond. Series L Bonds or
portions of Series L Bonds to be redeemed become due on the
redemption date, and interest will cease to accrue on those
Series L Bonds or portions of Series L Bonds on the redemption
date.
The Series L Bonds are not subject to any sinking fund.
Except as provided in this Section 1.05, the Series L Bonds
are not subject to redemption under any provisions of the
Indenture.
SECTION 1.06. Effect of Event of Default. If an Event of
Default shall have occurred and be continuing, the principal of
the Series L Bonds may be declared due and payable in the manner
and with the effect provided in the Indenture.
SECTION 1.07. Payment Date Not a Business Day. If any
redemption or maturity date for principal, premium or interest
with respect to the Series L Bonds shall be (i) a Sunday or a
legal holiday, or (ii) a day on which banking institutions are
authorized pursuant to law to close and on which the corporate
trust offices in North Carolina or New Jersey of the Trustee are
not open for business, then the payment thereof may be made on
the next succeeding day not a day specified in (i) or (ii) with
the same force and effect as if made on the specified payment
date and not interest shall accrue for the period after the
specified payment date.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 2.01. Recitals. The recitals in this Thirteenth
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
Thirteenth 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 Thirteenth Supplemental Indenture, except as
expressly set forth in the Original Indenture. The Trustee shall
not be taken impliedly to waive by this Thirteenth Supplemental
Indenture any right it would otherwise have.
SECTION 2.02. Benefits of Thirteenth Supplemental
Indenture. Nothing in this Thirteenth Supplemental Indenture,
expressed or implied, is intended or shall be construed to confer
upon, or give to, any person, firm or corporation, other than the
parties hereto and the holders of the bonds, any right, remedy or
claim under or by reason of the Indenture or any covenant,
condition or stipulation thereof; and the covenants, stipulations
and agreements in the Indenture contained are and shall be for
the sole and exclusive benefit of the parties hereto, their
successors and assigns, and holders of the bonds.
SECTION 2.03. Effect of Thirteenth Supplemental Indenture.
This Thirteenth Supplemental Indenture is executed, shall be
construed as and is expressly stated to be an indenture
supplemental to the Original Indenture and shall form a part of
the Indenture; and the Original Indenture, as supplemented and
amended by this Thirteenth Supplemental Indenture, is hereby
confirmed and adopted by the Company as its obligation. All
terms used in this Thirteenth Supplemental Indenture shall be
taken to have the meaning specified in the Original Indenture,
except in cases where the context clearly indicates otherwise.
SECTION 2.04. Termination. This Thirteenth Supplemental
Indenture shall become void when the Indenture shall be void.
SECTION 2.05. Trust Indenture Act. If and to the extent
that any provision of this Thirteenth Supplemental Indenture
limits, qualifies or conflicts with any of the applicable
provisions of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, as amended, such required provision shall
control.
SECTION 2.06. Counterparts. This Thirteenth 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 2.07. Notices. Any notice to the Trustee under any
provision of this Thirteenth Supplemental Indenture shall be
sufficiently given if served personally upon a responsible
officer of the Trustee or mailed by registered or certified mail,
postage prepaid, addressed to the Trustee at its corporate trust
office, which is Wachovia Bank, National Association, 21 South
Street, Third Floor, Morristown, New Jersey 07960 as of the date
hereof. The Trustee shall notify the Company from time to time
of any change in the address of its corporate trust office.
SECTION 2.08. Definitions. The use of the terms and
expressions herein is in accordance with the definitions, uses
and construction contained in the Original Indenture and the form
of Series L Bond attached hereto as Schedule A.
IN WITNESS WHEREOF, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
has caused this instrument to be executed and its corporate seal
to be hereto affixed, by its officers, thereunto duly authorized,
and WACHOVIA BANK, NATIONAL ASSOCIATION has caused this
instrument to be executed and its corporate seal to be hereto
affixed by its officers thereunto duly authorized, all as of the
day and year first above written but actually executed on July
16, 2004.
PUBLIC SERVICE COMPANY
OF NEW HAMPSHIRE
By: /s/ David R. McHale
Name: David R. McHale
Title: Vice President and Treasurer
CORPORATE SEAL
Attest:
/s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Assistant Treasurer - Finance
Signed, sealed and delivered by
Public Service Company of New
Hampshire in the presence of us:
/s/ Katrina M. Manley
/s/ Patricia C. Cosgel
Witnesses
THE STATE OF CONNECTICUT )
COUNTY OF HARTFORD ) ss. Berlin
Then personally appeared before me David R. McHale,
Vice President and Treasurer, and Randy A. Shoop, Assistant
Treasurer - Finance, of Public Service Company of New Hampshire,
a New Hampshire corporation, and severally acknowledged the
foregoing instrument to be their free act and deed in their said
capacities and the free act and deed of said corporation.
Witness my hand and notarial seal this 16th day of
July, 2004, at Berlin Connecticut.
Name: /s/ Heidi K. Greenlaw
Notary Public in and for the State of Connecticut
My Commission Expires: HEIDI K. GREENLAW
NOTARY PUBLIC, State of Connecticut
My Commission Expires: June 30, 2004
(Notarial Seal)
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee as aforesaid
By: /s/ Stephanie Roche
Name: Stephanie Roche
Title: Vice President
CORPORATE SEAL
Attest:
/s/ Christopher A. Golabek
Name: Christopher A. Golabek
Title: Vice President
Signed, sealed and delivered by
Wachovia Bank, National Association
in the presence of us:
/s/ Linda Schneider
/s/ Rick Barnes
Witnesses
THE STATE OF NEW JERSEY )
COUNTY OF MORRIS ) ss. Morristown
Then personally appeared before me Stephanie Roche,
Vice President, of Wachovia Bank, National Association, a
national banking association, and acknowledged the foregoing
instrument to be their free act and deed in their said capacities
and the free act and deed of said corporation.
Witness my hand and notarial seal this 16th day of
July, 2004, at Morristown, New Jersey.
Name: Jacqueline Pierre-Pierre
Notary Public in and for the State of New Jersey
My Commission Expires: JACQUELINE PIERRE-PIERRE
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Mar. 22, 2005
(Notarial Seal)
Exhibit 99.3
SCHEDULE A
(FORM OF FACE OF SERIES L BONDS)
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND HEREIN, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY
AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY
A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE
OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
Unless this Global Security is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to Public Service Company of New Hampshire
or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or
to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
FIRST MORTGAGE BOND, SERIES L
PRINCIPAL DUE July 15, 2014
CUSIP No. 744482 BG 4
No. 1 $50,000,000
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE,
a corporation organized and existing under the laws of the State
of New Hampshire (hereinafter called the "Company", which term
includes any successor corporation under the Indenture), hereby
promises to pay to Cede &Co., or registered assigns, subject to
the conditions set forth herein, the principal sum of Fifty
Million ($50,000,000), on the fifteenth day of July, 2014, and to
pay interest on said sum, on January 15 and July 15 in each year,
commencing on January 15, 2005, at the rate of 5.25% per annum,
until the Company's obligation with respect to said principal sum
shall be paid or made available for payment, and at the rate of
5.25% per annum on any overdue principal and premium and on any
overdue installment of interest.
This bond shall bear interest as aforesaid from, and
including, the date of original issuance to, and excluding, the
first Interest Payment Date and then from, and including, the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for to, but excluding, the next
Interest Payment Date or the maturity date, as the case may be.
The amount of interest payable for any period other than a
complete interest payment period will be computed on the basis of
a 360-day year consisting of twelve thirty day months for the
actual number of days elapsed. In any case where any Interest
Payment Date, maturity or redemption date is not a Business Day,
then payment of principal and interest, if any, or principal and
premium, if any, payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of any such delay), in each case with
the same force and effect as if made on such date. A "Business
Day" shall mean any day, except a (i) Sunday or a legal holiday,
or (ii) a day on which banking institutions are authorized
pursuant to law to close, and on which the corporate trust
offices in North Carolina or New Jersey of the Trustee are not
open for business.
Payment of the principal of and any interest on this Series
L Bond will be made at the corporate trust office of the Trustee
at Wachovia Bank, National Association in Charlotte, North
Carolina or the corporate trust office of its successors, in such
coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private
debts. The interest on this Series L Bond shall be payable
without presentation, and only to or upon the person in whose
name the Series L Bonds are registered at the close of business
on the Business Day prior to each Interest Payment Date.
The Company has initially designated DTC as the depositary
for the Series L Bond in the form of Global Securities. For as
long as the Series L Bonds or any portion hereof is issued the
form of Global Securities, and notwithstanding the previous
paragraph, all payments of interest, principal and other amounts
in respect of the Series L Bonds shall be made to the Depositary
or its nominee in accordance with its applicable policies and
procedures, in the coin or currency specified above.
Reference is hereby made to the further provisions of this
Series L Bond set forth on the reverse hereof, including without
limitation provisions in regard to the redemption 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 Wachovia Bank, National Association (hereinafter with its
successors as defined in the Indenture (as defined on the reverse
hereof), generally called the Trustee), or by such a successor.
IN WITNESS WHEREOF, Public Service Company of New Hampshire
has caused this bond to be executed in its corporate name and on
its behalf by its Vice President and Treasurer 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 July ____, 2004
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By_____________________________
Name: David R. McHale
Title: Vice President and Treasurer
Attest:
________________________
Name: O. Kay Comendul
Title: Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
Wachovia Bank, National Association hereby certifies that
this bond is one of the bonds described in the within mentioned
Indenture.
WACHOVIA BANK, NATIONAL ASSOCIATION, TRUSTEE
By _______________________________
Name:
Title: Authorized Officer
[FORM OF REVERSE OF SERIES L BOND]
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
First Mortgage Bond, Series L, Due 2014
This Bond is one of a series of Bonds known as the "First
Mortgage Bonds, Series L" of the Company, limited to Fifty
Million Dollars ($50,000,000) in aggregate principal amount, and
issued under and pursuant to a First Mortgage Indenture between
the Company and Wachovia Bank, National Association as successor
by merger to First Union National Bank, formerly known as First
Fidelity Bank, National Association, New Jersey, successor to
Bank of New England, National Association (formerly known as New
England Merchants National Bank), and to New Bank of New England,
National Association, as Trustee, dated as of August 15, 1978, as
amended, and pursuant to which Wachovia Bank, National
Association is now Successor Trustee (said First Mortgage
Indenture (i) as amended by the Tenth Supplemental Indenture
thereto, being hereinafter generally called the "Original
Indenture," and (ii) together with all indentures expressly
stated to be supplemental thereto, and each and every other
instrument including the Thirteenth pursuant to which the Series
L Bonds are being issued, being hereinafter generally called the
"Indenture"), and together with all bonds of all series now
outstanding or hereafter issued under the Indenture being equally
and ratably secured (except as any sinking or other analogous
fund, established in accordance with the provisions of the
Indenture, may afford additional security for the bonds of any
particular series) by the Indenture, to which Indenture (executed
counterparts of which are on file at the corporate trust office
of the Trustee in Morristown, New Jersey) reference is hereby
made for a description of the nature and extent of the security,
the rights thereunder of the holders 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 Bonds of this
series, and 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 shall affect or
impair the obligation of the Company, which is absolute,
unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this Bond as herein
provided.
The Series L Bonds shall be initially issued in the form of
one or more global securities (the "Global Securities"). Each
Global Security will be deposited with, or on behalf of, The
Depository Trust Company, as depositary ("DTC"), and registered
in the name of Cede & Co., a nominee of DTC. The Company may at
any time and in its sole discretion determine not to have any
Series L Bonds in the form of Global Securities and, in such
event, will issue certificated Series L Bonds in definitive form
in exchange for the Global Securities. In any such instance, an
owner of a beneficial interest in the Global Securities will be
entitled to physical delivery in definitive form of certificated
bonds represented by the Global Securities equal in principal
amount to such beneficial interest and to have such certificated
bonds registered in its name. In the event certificated bonds in
definitive form are issued in exchange for the Global Securities
they are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.
The Series L Bonds, while in the form of Global Securities,
may not be transferred except as a whole (1) by DTC to a nominee
of DTC or (2) by a nominee of DTC to DTC or another nominee of
DTC or (3) by DTC or any such nominee to a successor of DTC or a
nominee of such successor. If (1) DTC is at any time unwilling
or unable to continue as depositary and a successor depositary is
not appointed by us within ninety days or (2) there shall have
occurred and be continuing after any applicable grace periods an
Event of Default under the Indenture with respect to the Series L
Bonds represented by such Global Security, the Company will issue
certificated bonds in definitive registered form in exchange for
the Global Securities representing the Series L Bonds.
The Company may at any time and in its sole discretion
determine not to have any Series L Bonds in registered form
represented by one or more Global Securities and, in such event,
will issue certificated bonds in definitive form in exchange for
the Global Securities representing the Series L Bonds. In any
such instance, an owner of a beneficial interest in the Global
Securities will be entitled to physical delivery in definitive
form of certificated bonds represented by the Global Securities
equal in principal amount to such beneficial interest and to have
such certificated bonds registered in its name.
In the event certificated bonds are issued in exchange for
the Global Securities, the Series L Bonds may be surrendered for
registration of transfer as provided in Section 2.8 of the
Original Indenture at the corporate trust office of the Trustee
at Wachovia Bank, National Association in Charlotte, North
Carolina or the corporate trust offices of its successors, and
may be surrendered at said office for exchange for a like
aggregate principal amount of Series L Bonds of other authorized
denominations. Notwithstanding the provisions of Section 2.7 of
the Original Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any
registration of transfer of Series L Bonds or for the exchange of
any Series L Bonds for such bonds of other authorized
denominations.
The Series L Bonds are subject to redemption, in whole or in
part, at the option of the Company at any time. If the Company
elects to redeem the Series L Bonds, it will do so at a
redemption price equal to the greater of (x) one hundred percent
(100%) of the principal amount of Series L Bonds being redeemed,
plus accrued interest thereon to the redemption date, or (y) as
determined by the Quotation Agent, the sum of the present value
of the remaining scheduled payments of principal and interest on
the Series L Bonds to be redeemed (not including any portion of
payments of interest accrued as of the redemption date)
discounted to the redemption date on a semi-annual basis at the
Adjusted Treasury Rate plus fifteen (15) basis points, plus
accrued interest to the redemption date. The Company shall
notify the Trustee in writing, not less than forty-five (45)
days, or such shorter period as shall be acceptable to the
Trustee, of any such election to redeem. Such notice shall
include the amount of Series L Bonds to be redeemed, the
redemption date and redemption price.
The redemption price will be calculated assuming a 360-day
year consisting of twelve 30-day months.
"Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per year equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable
Treasury Price for that redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Series L Bonds that would
be used, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of
the Series L Bonds.
"Comparable Treasury Price" means, with respect to any
redemption date: (i) the average of the Reference Treasury
Dealer Quotations for that redemption date, after excluding the
highest and lowest of the Reference Treasury Dealer Quotations,
or (ii) if the Trustee obtains fewer than three Reference
Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so received.
"Quotation Agent" means the Reference Treasury Dealer
appointed by us.
"Reference Treasury Dealer" means a primary U.S. Government
securities dealer in New York City selected by the Company.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third business day preceding that redemption
date.
Notice of any redemption will be provided at least 30 days
but not more than 60 days before the redemption date to each
holder of the Series L Bonds to be redeemed.
Absent a default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
Series L Bonds or portions of the Series L Bonds called for
redemption.
If less than all of the Series L Bonds are to be redeemed,
the Trustee will select the Series L Bonds to be redeemed by a
method that the Trustee deems fair and appropriate and which may
provide for the selection for the redemption of portions (equal
to $1,000 or any multiple thereof) of the principal amount of the
Series L Bonds larger than $1,000. Notice of redemption will be
mailed, first-class mail postage prepaid, to each holder of
Series L Bonds to be redeemed at the holder's address in the
register for the securities. If any Series L Bonds are to be
redeemed in part only, the notice of redemption that relates to
that Series L Bond will state the portion of the principal amount
of that Series L Bond to be redeemed. In that case, new Series L
Bonds in aggregate principal amount equal to the unredeemed
portion of such Series L Bond will be issued to the holder after
cancellation of the original Series L Bond. Series L Bonds or
portions of Series L Bonds to be redeemed become due on the
redemption date, and interest will cease to accrue on those
Series L Bonds or portions of Series L Bonds on the redemption
date.
The Series L Bonds are not subject to any sinking fund.
If the Series L Bonds are called in whole or in part, and if
moneys have been duly deposited or otherwise made available to
the Trustee for redemption hereof, or of the part hereof so
called, as required in the Indenture, this Series L Bond or such
called part hereof, shall be due and payable on the date fixed
for redemption and thereafter this Series L Bond, or such called
part hereof, shall cease to bear interest on the date fixed for
redemption and shall cease to be entitled to the lien of the
Indenture, and, as respects the Company's liability hereon, this
Series L Bond, or such called part hereof, shall be deemed to
have been paid; but, if less than the whole principal amount
hereof shall be so called, the holder hereof shall be entitled,
in addition to the sums payable on account of the part called, to
receive, without expense to such holder, upon surrender hereof,
one or more Series L Bonds of this series for an aggregate
principal amount equal to that part of the principal amount
hereof not then called and paid.
If an Event of Default shall have occurred and be
continuing, the principal of the Series L Bonds may be declared
due and payable in the manner and with the effect provided in the
Indenture.
The Indenture contains provisions permitting the Company and
the Trustee to effect, by supplemental indenture, certain
modifications of the Indenture without any consent of the holders
of the bonds, and to effect certain other modifications of the
Indenture, and of the rights of the holders of the bonds, with
the consent of the holders of not less than a majority in
aggregate principal amount of all bonds issued under the
Indenture at the time outstanding, or in case one or more, but
less than all, of the series of said bonds then outstanding are
affected, with the consent of the holders of not less than a
majority in aggregate principal amount of said outstanding bonds
of each series affected.
No reference herein to the Indenture and no provision herein
or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the
principal of and any premium and interest, including overdue
interest, on this Series L Bond at the time, place and rate, and
in the coin or currency, herein prescribed.
This Series L Bonds shall be exchangeable for securities
registered in the names of holders other than DTC or its nominee
only as provided in this paragraph. This Series L Bond shall be
so exchangeable if (x) DTC notifies the Company that it is
unwilling or unable to continue as depository or at any time
ceases to be a clearing agency registered as such under the
Securities Exchange Act of 1934, (y) the Company executes and
delivers to the Trustee an Officers' Certificate providing that
this Series L Bond shall be so exchangeable or (z) there shall
have occurred and be continuing an Event of Default with respect
to the Series L Bonds. Certificated securities so issued in
exchange for the Global Security representing the Series L Bonds
shall be of the same series, have the same interest rate, if any,
and maturity and have the same terms as the Global Security
representing the Series L Bonds, in authorized denominations and
in the aggregate having the same principal amount as the Global
Security representing the Series L Bonds and registered in such
names as the depositary for such Global Security representing the
Series L Bonds shall direct.
Series L Bonds not represented by a Global Security are
transferable by the registered owner hereof upon surrender hereof
at the corporate trust office of the Trustee, together with a
written instrument of transfer in approved form, signed by the
owner or his duly authorized attorney, and a new Series L Bond or
Bonds for a like principal amount will be issued in exchange, all
as provided in the Indenture. Prior to due presentment for
registration of transfer of this such Bond, the Company and the
Trustee may deem and treat the registered owner hereof as the
absolute owner hereof, whether or not such Series L Bond shall 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.
Series L Bonds not represented by a Global Security are
exchangeable at the option of the registered holder hereof upon
surrender hereof, at the corporate trust office of the Trustee in
Charlotte, North Carolina or the corporate trust offices of its
successors, for an equal principal amount of bonds of this series
of other authorized denominations, in the manner and on the terms
provided in the Indenture.
Notwithstanding the provisions of Section 2.7 of the
Original Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any
registration of transfer of Series L Bonds or for the exchange of
any Series L Bonds for such bonds of other authorized
denominations.
Neither the failure to give any notice nor any defect in any
notice given to the holder of the Global Securities or Series L
Bonds not represented by a Global Security, will affect the
sufficiency of any notice given to any other holder.
No recourse shall be had for the payment of the principal of
or premium, if any, or interest on this Series L Bond, or for any
claim based hereon, or otherwise in respect hereof or of the
Indenture, to or against any incorporator or against any
stockholder, director or officer, past, present or future, as
such, of the Company or any affiliate of the Company, or of any
predecessor or successor company, either directly or through the
Company, or such predecessor or successor company or any trustee,
receiver or assignee or otherwise, under any constitution, or
statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators,
stockholders, directors or officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this
Series L Bond and as part of the consideration for the issuance
hereof and being likewise waived and released by the terms of the
Indenture.
[END OF FORM OF REVERSE OF SERIES L BOND]
SCHEDULE B
Description of Certain Properties
Acquired
Since December 1, 2001
The following deeds and conveyances, recorded in the
Registries of Deeds in the Counties in New Hampshire indicated,
contain descriptions of certain properties acquired in fee simple
by the Company since December 1, 2001.
Grantor Date Book/Page County/Town
Albert K. Carbonneau 12/06/2002 3903/174 Rockingham/Stratham
Estate of Ruth K. Bedell 12/19/2002 6793/539 Hillsborough/Hillsboro
Nickerson Business
Park LLC 12/27/2002 1829/896 Belknap/Tilton
Central Vermont
Public Service Corp. 12/19/2003 1423/629 Sullivan/Claremont
Connecticut Valley
Electric Company Inc. 12/19/2003 1423/620 Sullivan/Claremont
ENDORSEMENT
Wachovia Bank, National Association, Trustee, being the
mortgagee in the foregoing Supplemental Indenture, hereby
consents to the cutting of any timber standing upon any of the
lands covered by said Supplemental Indenture and to the sale of
any such timber so cut and of any personal property covered by
said Supplemental Indenture to the extent, but only to the
extent, that such sale is permitted under the provisions of the
Original Indenture as referred to in, and as amended by, the
Tenth Supplemental Indenture thereto dated as of May 1, 1991, the
Twelfth Supplemental Indenture dated as of December 1, 2001 and
the Thirteenth Supplemental Indenture dated as of July 1, 2004.
WACHOVIA BANK, NATIONAL ASSOCIATION
as Trustee as aforesaid
By /s/ Stephanie Roche
Name: Stephanie Roche
Title: Vice President
Signed, sealed and acknowledged
on behalf of Wachovia Bank, National Association
in the presence of us:
/s/ Paul O'Brien
/s/ Linda Schneider
Witnesses
CORPORATE SEAL