Exhibit 4.19
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SUPPLEMENTAL INDENTURE
Dated as of May 1, 1997
To
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
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THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee
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1997 Series A Bonds, Due November 21, 1999
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THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of May 1, 1997
TABLE OF CONTENTS
Page
Parties.........................................................................................................................2
Recitals........................................................................................................................2
Granting Clause.................................................................................................................4
Habendum........................................................................................................................5
Grant in Trust..................................................................................................................5
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 1997 SERIES A
SECTION 1.01. Designation; Amount.............................................................................................5
SECTION 1.02. Form of Bonds of 1997 Series A..................................................................................6
SECTION 1.03. Provisions of Bonds of 1997 Series A; Interest Accrual; Effect of Payment on Credit Borrowings..................6
SECTION 1.04. Transfer and Exchange of Bonds of 1997 Series A; Agent as Registered Holder: Restriction on Transfer of Bonds of
1997 Series A...................................................................................................7
SECTION 1.05. Conditions under which 1997 Series A Bond Not Entitled to Benefits of Mortgage..................................8
SECTION 1.06. Sinking and Improvement Fund....................................................................................8
ARTICLE 2.
REPAYMENT OF BONDS OF 1997 SERIES A
SECTION 2.01. Repayment Upon Repayment of Credit Borrowings...................................................................8
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1997 Series A...................................................9
SECTION 3.02. Effect of Table of Contents and Headings........................................................................9
SECTION 3.03. Counterparts....................................................................................................9
SECTION 3.04. Payment Due on Holidays.........................................................................................9
TESTIMONIUM....................................................................................................................10
SIGNATURES.....................................................................................................................10
ACKNOWLEDGMENTS................................................................................................................11
SCHEDULE A - Form of Bond of 1997 Series A Form of Trustee's Certificate
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SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1997,
between THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and
existing under the laws of the State of Connecticut (hereinafter called the
"Company"), and BANKERS TRUST COMPANY, a corporation organized and existing
under the laws of the State of New York (hereinafter called the "Trustee").
WHEREAS, the Company 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-five 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 and January 1,
1997 (said Indenture of Mortgage and Deed of Trust (i) as heretofore amended,
being hereinafter generally called the "Mortgage Indenture," and (ii) together
with said Supplemental Indentures thereto, being hereinafter generally called
the "Mortgage"), all of which have been duly recorded as required by law, for
the purpose of securing its First and Refunding Mortgage Bonds (of which
$1,484,000,000 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, pursuant to the Credit Agreement dated as of November 21,
1996 (the "Original Agreement") among Northeast Utilities ("NU"), the Company
and Western Massachusetts Electric Company ("WMECO"), the Lenders and Co-Agents
named therein (collectively, the "Lenders") and Citibank, N.A. as administrative
agent as amended and restated by a First Amendment and Waiver dated as of
May 30, 1997 (the Original Agreement, as so amended and restated, herein called
the "Credit Agreement"), the Company has the right, upon meeting the conditions
thereof, to obtain up to $313,750,000 of Advances (as that term and all other
capitalized terms used but not otherwise defined in this Supplemental Indenture
are defined in the Credit Agreement) under the Credit Agreement; and
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WHEREAS, in consideration of the line of credit being provided by the
Banks under the Credit Agreement and pursuant to the provisions thereof, the
Company has agreed to issue $225,000,000 principal amount of its First and
Refunding Mortgage Bonds, 1997 Series A (hereinafter generally referred to as
the "1997 Series A Bonds" or the "bonds of 1997 Series A") to evidence and
secure the Company's obligation under the Credit Agreement to repay Advances as
provided in the Credit Agreement, to provide security for the borrowings by the
Company under the Credit Agreement and to secure the Company's obligation to pay
the Facility Fee under Section 2.02(b) of the Credit Agreement; provided however
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that such obligation shall not exceed $410,000 (the "Facility Fee Obligation");
and
WHEREAS, pursuant to the terms of the Credit Agreement the entire
$225,000,000 principal amount of the 1997 Series A Bonds shall be made available
to the Agent as potential collateral for the aggregate unpaid principal amount
of Advances to the Company outstanding from time to time under the Credit
Agreement, plus the Facility Fee Obligation, together with accrued and unpaid
interest thereon then payable by the Company thereunder (collectively, as of any
time for determining same, the "Credit Borrowings"), it being understood that
the actual indebtedness evidenced by the 1997 Series A Bonds as of any time
shall be limited to the Credit Borrowings as determined at such time, that at no
time shall any claim be made for principal and interest on the 1997 Series A
Bonds in excess of the Credit Borrowings as determined at such time, and that,
to the extent that the outstanding principal amount of the 1997 Series A Bonds
exceeds such amount, neither the Lenders nor the Agent shall have any right
under, or right to exercise any right granted to the holders of such excess 1997
Series A Bonds under, the Mortgage; and
WHEREAS, in consideration of the Advances to be provided by the
Lenders under the Credit Agreement, and pursuant to the provisions of the Credit
Agreement, the Company has agreed to issue, and by appropriate and sufficient
corporate action in conformity with the provisions of the Mortgage has duly
determined to create, to evidence and secure the Company's obligation under the
Credit Agreement to make loan payments as aforesaid and to provide security for
the Credit Borrowings, a further series of bonds under the Mortgage, the 1997
Series A Bonds, to consist of fully registered bonds containing terms and
provisions duly fixed and determined by the Board of Directors of the Company
and expressed in this Supplemental Indenture, including terms and provisions
with respect to maturity, interest payment, interest rate and repayment as
provided herein Bonds, such fully registered bonds and the Trustee's certificate
of its authentication thereof to be substantially in the forms thereof
respectively set forth in Schedule A appended hereto and made a part hereof;
WHEREAS, the execution and delivery of this Supplemental Indenture
and the issue of not exceeding Two Hundred Twenty-Five Million Dollars
($225,000,000) in aggregate principal
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amount of bonds of 1997 Series A and other necessary actions have been duly
authorized by the Board of Directors of the Company;
WHEREAS, the Company proposes to execute and deliver this
Supplemental Indenture to provide for the issue of the bonds of 1997 Series A
and to confirm the lien of the Mortgage on the property referred to below, all
as permitted by Section 14.01 of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to constitute this
Supplemental Indenture a valid, binding and legal instrument and to make the
bonds of 1997 Series A when executed by the Company and authenticated by the
Trustee valid, binding and legal obligations of the Company have been authorized
and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF
TRUST WITNESSETH:
That in order to secure the payment of the principal of and interest
on all bonds issued and to be issued under the Mortgage, according to their
tenor and effect, and according to the terms of the Mortgage and this
Supplemental Indenture, and to secure the performance of the covenants and
obligations in said bonds and in the Mortgage and this Supplemental Indenture
respectively contained, and for the better assuring and confirming unto the
Trustee, its successor or successors and its or their assigns, upon the trusts
and for the purposes expressed in the Mortgage and this Supplemental Indenture,
all and singular the hereditaments, premises, estates and property of the
Company thereby conveyed or assigned or intended so to be, or which the Company
may thereafter have become bound to convey or assign to the Trustee, as security
for said bonds (except such hereditaments, premises, estates and property as
shall have been disposed of or released or withdrawn from the lien of the
Mortgage and this Supplemental Indenture, in accordance with the provisions
thereof and subject to alterations, modifications and changes in said
hereditaments, premises, estates and property as permitted under the provisions
thereof), the Company, for and in consideration of the premises and the sum of
One Dollar ($1.00) to it in hand paid by the Trustee, the receipt whereof is
hereby acknowledged, and of other valuable considerations, has granted,
bargained, sold, assigned, mortgaged, pledged, transferred, set over, aliened,
enfeoffed, released, conveyed and confirmed, and by these presents does grant,
bargain, sell, assign, mortgage, pledge, transfer, set over, alien, enfeoff,
release, convey and confirm unto said Bankers Trust Company, as Trustee, and its
successor or successors in the trust created by the Mortgage and this
Supplemental Indenture, and its and their assigns, all of said hereditaments,
premises, estates and property (except and subject as aforesaid), as fully as
though described at length herein. Together with all plants, buildings,
structures, improvements and machinery located upon said real estate or any
portion thereof, and all rights, privileges and easements of every kind and
nature appurtenant thereto, and all and singular the tenements, hereditaments
and appurtenances belonging to the real estate or any part
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thereof described or referred to therein or intended so to be, or in any wise
appertaining thereto, and the reversions, remainders, rents, issues and profits
thereof, and also all the estate, right, title, interest, property, possession,
claim and demand whatsoever, as well in law as in equity, of the Company, of, in
and to the same and any and every part thereof, with the appurtenances; except
and subject as aforesaid.
TO HAVE AND TO HOLD all and singular the property, rights and
privileges hereby granted or mentioned or intended so to be, together with all
and singular the reversions, remainders, rents, revenues, income, issues and
profits, privileges and appurtenances, now or hereafter belonging or in any way
appertaining thereto, unto the Trustee and its successor or successors in the
trust created by the Mortgage and this Supplemental Indenture, and its and their
assigns, forever, and with like effect as if the above described property,
rights and privileges had been specifically described at length in the Mortgage
and this Supplemental Indenture.
Subject, however, to permitted liens, as defined in the Mortgage
Indenture.
IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and
this Supplemental Indenture for those who shall hold the bonds and coupons
issued and to be issued thereunder, or any of them, without preference, priority
or distinction as to lien of any of said bonds and coupons over any others
thereof by reason of priority in the time of the issue or negotiation thereof,
or otherwise howsoever, subject, however, to the provisions in reference to
extended, transferred or pledged coupons and claims for interest set forth in
the Mortgage and this Supplemental Indenture (and subject to any sinking fund
that may heretofore have been or hereafter be created for the benefit of any
particular series).
And it is hereby covenanted that all such bonds of 1997 Series A are
to be issued, authenticated and delivered, and that the mortgaged premises are
to be held by the Trustee, upon and subject to the trusts, covenants, provisions
and conditions and for the uses and purposes set forth in the Mortgage and this
Supplemental Indenture and upon and subject to the further covenants, provisions
and conditions and for the uses and purposes hereinafter set forth, as follows,
to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 1997 SERIES A
SECTION 1.01. Designation; Amount. The bonds of 1997 Series A shall
be designated "First and Refunding Mortgage Bonds, 1997 Series A" and, subject
to Section 2.08 of the Mortgage Indenture, shall not exceed Two Hundred
Twenty-Five Million Dollars ($225,000,000) in aggregate principal amount at any
one time outstanding. The initial issue of
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the bonds of 1997 Series A may be effected upon compliance with the applicable
provisions of the Mortgage Indenture.
SECTION 1.02. Form of Bonds of 1997 Series A. The bonds of 1997
Series A shall be issued only in fully registered form without coupons in
denominations of One Thousand Dollars ($1,000) and multiples thereof.
The bonds of 1997 Series A and the certificate of the Trustee upon
said bonds shall be substantially in the forms thereof respectively set forth in
Schedule A appended hereto.
SECTION 1.03. Provisions of Bonds of 1997 Series A; Interest Accrual;
Effect of Payment on Credit Borrowings. The bonds of 1997 Series A shall mature
on November 21, 1999 and, subject to the provisions of the Credit Agreement,
shall bear interest, payable on the dates on which interest payments are payable
by the Company to the Lenders from time to time under the Credit Agreement (each
such date on which interest is so payable by the Company to the Lenders under
the Credit Agreement being an interest payment date applicable to the bonds of
1997 Series A), until the Company's obligation in respect of the principal
thereof shall be discharged, in amounts equal to the interest payments payable
by the Company to the Lenders pursuant to the Credit Agreement on such interest
payment dates applicable to the bonds of 1997 Series A; provided, however, that
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in no event shall the interest rate payable on the 1997 Series A Bonds exceed
11%; and 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 1997 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, pursuant to the Credit Agreement, the Company's right to obtain Advances
thereunder shall be terminated and all or any portion of the principal of the
Credit Borrowings shall become or be declared immediately due and payable by the
Company, a like principal amount of the bonds of 1997 Series A, together with
all accrued interest thereon, shall without notice or demand of any kind, become
immediately due and payable. In addition, the bonds of 1997 Series A shall be
repayable in whole or in part according to the terms and provisions provided
herein in Article 2.
Subject to the provisions of the Credit Agreement and subject to the
Company's right to repay Advances and thereafter obtain new Advances, in each
case collateralized by 1997 Series A Bonds, thereunder, anything in the
Mortgage, this Supplemental Indenture or any bond of 1997 Series A to the
contrary notwithstanding, the bonds of 1997 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 1997 Series A shall be
satisfied and discharged, when and to the extent, that the Credit Borrowings
shall have been indefeasibly paid in full in
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accordance with the terms thereof and the obligations of the several Lenders to
make Advances to the Company under the Credit Agreement shall have been
terminated, it being understood that the actual indebtedness evidenced by the
1997 Series A Bonds as of any time shall be limited to the Credit Borrowings as
determined at such time, that at no time shall any claim be made for principal
and interest on the 1997 Series A Bonds in excess of the Credit Borrowings as
determined at such time, and that, to the extent that the outstanding principal
amount of the 1997 Series A Bonds exceeds such amount, neither the Lenders nor
the Agent shall have any right under, or right to exercise any right granted to
the holders of such excess 1997 Series A Bonds under, the Mortgage. Unless the
Trustee shall have received written notice to the contrary from the Company or
the Collateral Agent, the Trustee shall be entitled to assume that the Company
has made all payments required under the Credit Agreement.
Each bond of 1997 Series A shall be dated as of May 30, 1997 and
shall bear interest on the principal amount thereof as provided herein and in
the Credit Agreement.
Subject to the provisions of the Credit Agreement, the person in
whose name any bond of 1997 Series A is registered at the close of business on
any record date (as hereinafter defined) with respect to any interest payment
date shall be entitled to receive the interest payable on such interest payment
date notwithstanding the cancellation of such bond upon any registration of
transfer or exchange thereof subsequent to the record date and prior to such
interest payment date, except that if and to the extent the Company shall
default in the payment of the interest due on such interest payment date, then
such defaulted interest shall be paid to the person in whose name such bond is
registered on a subsequent record date for the payment of defaulted interest if
one shall have been established as hereinafter provided and otherwise on the
date of payment of such defaulted interest. A subsequent record date may be
established by the Company by notice mailed to the owners of the bonds of 1997
Series A not less than ten (10) days preceding such record date, which record
date shall not be more than thirty (30) days prior to the subsequent interest
payment date. The term "record date" as used in this Section with respect to any
regular interest payment date shall mean the day next preceding such interest
payment date, or if such day shall not be a Business Day, the next preceding day
which shall be a Business Day.
SECTION 1.04. Transfer and Exchange of Bonds of 1997 Series A; Agent
as Registered Holder: Restriction on Transfer of Bonds of 1997 Series A. The
bonds of 1997 Series A may be surrendered for registration of transfer as
provided in Section 2.06 of the Mortgage Indenture at the office or agency of
the Company in the Borough of Manhattan, New York, New York, and may be
surrendered at said office for exchange for a like aggregate principal amount of
bonds of 1997 Series A of other authorized denominations. Notwithstanding the
provisions of Section 2.06 of the Mortgage Indenture, no charge, except for
taxes or other governmental charges, shall be made by the Company for any
registration of
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transfer of bonds of 1997 Series A or for the exchange of any bonds of 1997
Series A for such bonds of other authorized denominations.
The bonds of 1997 Series A shall be issued to and registered in the
name of CITIBANK, N.A., as Collateral Agent for the benefit of the several
Lenders and, anything in the Mortgage, this Supplemental Indenture or any bond
of 1997 Series A to the contrary notwithstanding, the bonds of 1997 Series A
shall not be sold, assigned, pledged or transferred, except to effect the
transfer to any successor Collateral Agent under the Credit Agreement.
SECTION 1.05. Conditions under which 1997 Series A Bond Not Entitled
to Benefits of Mortgage. As provided in the Credit Agreement, anything in the
Mortgage, this Supplemental Indenture or any bond of 1997 Series A to the
contrary notwithstanding, (i) the actual indebtedness evidenced by the 1997
Series A Bonds as of any time shall be limited to the Credit Borrowings as
determined at such time; (ii) at no time shall any claim be made for principal
and interest on the 1997 Series A Bonds in excess of the Credit Borrowings as
determined at such time; and (iii) to the extent that the outstanding principal
amount of the 1997 Series A Bonds exceeds such amount, neither the Lenders nor
the Agent shall have any right under, or right to exercise any right granted to
the holders of such excess 1997 Series A Bonds under, the Mortgage.
SECTION 1.06. Sinking and Improvement Fund. Each holder of a bond of
1997 Series A, solely by virtue of its acquisition thereof, shall have and be
deemed to have consented, without the need for any further action or consent by
such holder, to any and all amendments to the Mortgage Indenture which are
intended to eliminate or modify in any manner the requirements of the sinking
and improvement fund as provided for in Section 6.14 thereof.
ARTICLE 2.
REPAYMENT OF BONDS OF 1997 SERIES A
SECTION 2.01. Repayment Upon Repayment of Credit Borrowings. In the
event that the Credit Agreement is (i) terminated in its entirety with respect
to the Company and the Credit Borrowings shall have been paid in full, all of
the then outstanding 1997 Series A Bonds shall be deemed paid and all
obligations of the Company thereunder and hereunder shall be deemed satisfied
and discharged, or (ii) amended to reduce the aggregate principal amount of
Advances which the Company may obtain thereunder (the Company's "Borrower
Sublimit"), bonds of the 1997 Series A, in a principal amount equal to the
amount by which the then outstanding 1997 Series A Bonds exceed the sum of the
Company's Borrower Sublimit plus the Facility Fee Obligation, shall be deemed
paid and all obligations of the Company hereunder and thereunder with respect to
such principal amount of 1997 Series A Bonds shall be deemed
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satisfied and discharged. Except as provided herein, the 1997 Series A Bonds
shall not be redeemable.
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1997
Series A. Nothing in this Supplemental Indenture, or in the bonds of 1997 Series
A, expressed or implied, is intended or shall be construed to give to any person
or corporation other than the Company, the Trustee and the holders of the bonds
and interest obligations secured by the Mortgage and this Supplemental
Indenture, any legal or equitable right, remedy or claim under or in respect of
this Supplemental Indenture or of any covenant, condition or provision herein
contained. All the covenants, conditions and provisions hereof are and shall be
for the sole and exclusive benefit of the Company, the Trustee and the holders
of the bonds and interest obligations secured by the Mortgage and this
Supplemental Indenture.
SECTION 3.02. Effect of Table of Contents and Headings. The table of
contents and the descriptive headings of the several Articles and Sections of
this Supplemental Indenture are inserted for convenience of reference only and
are not to be taken to be any part of this Supplemental Indenture or to control
or affect the meaning, construction or effect of the same.
SECTION 3.03. Counterparts. For the purpose of facilitating the
recording hereof, this Supplemental Indenture may be executed in any number of
counterparts, each of which shall be and shall be taken to be an original and
all collectively but one instrument.
SECTION 3.04. Payment Due on Holidays. If the date for making any
payment or the last date for performance of any act or the exercise of any
right, as provided in this Supplemental Indenture, is not a Business Day, such
payment may be made or act performed or right exercised on the next succeeding
Business Day unless otherwise provided herein, with the same force and effect as
if done on the nominal date provided in this Supplemental Indenture.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has
caused these presents to be executed by a Vice President and its corporate seal
to be hereunto affixed, duly attested by an Assistant Secretary, and Bankers
Trust Company has caused these presents to be executed by an Assistant Vice
President and its corporate seal to be hereunto affixed, duly attested by an
Assistant Treasurer, as of the day and year first above written.
THE CONNECTICUT LIGHT AND
POWER COMPANY
Attest:
/s/ Theresa H. Allsop By: /s/ John B. Keane
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Theresa H. Allsop John B. Keane
Assistant Secretary Vice President and Treasurer
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Shelley Peters
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/s/ Tracy A. DeCredico
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STATE OF CONNECTICUT )
) ss: BERLIN
COUNTY OF HARTFORD )
On this 23rd day of May, 1997, before me, Deborah A. Tawrel, the
undersigned officer, personally appeared John B. Keane and Theresa H. Allsop,
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 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/ Deborah A. Tawrel
-----------------------------------
Deborah A. Tawrel
Notary Public
My commission expires: December 31, 2000
(NOTARIAL SEAL)
BANKERS TRUST COMPANY
Attest:
/s/ Scott Thiel /s/ James McDonough
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Name: Scott Thiel Name: James McDonough
Title: Assistant Vice President Title: Vice President
(SEAL) Signed, sealed and delivered in the
presence of:
/s/ Gina Evangelista
------------------------------------
/s/ Dale Murarsh
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STATE OF NEW YORK )
) ss: NEW YORK
COUNTY OF NEW YORK )
On this 27th day of May, 1997, before me, Sharon V. Alston, the
undersigned officer, personally appeared James McDonough and Scott Thiel, who
acknowledged themselves to be a Vice President and an Assistant Vice President,
respectively, of BANKERS TRUST COMPANY, a corporation, and that they, as such
Vice President and such Assistant Vice President, being authorized so to do,
executed the foregoing instrument for the purposes therein contained, by signing
the name of the corporation by themselves as Vice President and Assistant Vice
President, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Sharon V. Alston
------------------------------------
Name: Sharon V. Alston
Notary Public, State of New York
No. 31-4966275
Qualified in New York County
Commission Expires: May 7, 1998
(NOTARIAL SEAL)
SCHEDULE A
(FORM OF BONDS OF 1997 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, 1997 Series A
PRINCIPAL DUE NOVEMBER 21, 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 CITIBANK, N.A., or
registered assigns, in each case as Collateral Agent for the benefit of the
several Lenders (as such terms and all other capitalized terms used but not
otherwise defined herein are defined in the Credit Agreement referred to on the
reverse hereof), the principal sum of _______________ or, if less, the aggregate
Credit Borrowings (as herein defined) outstanding on November 21, 1999 or any
earlier date on or as of which the obligations of the several Lenders to make
Advances to the Company under the Credit Agreement shall be terminated and all
or any portion of the unpaid principal of Advances shall become or be declared
immediately due and payable. Credit Borrowings means the aggregate unpaid
principal amount of Advances to the Company outstanding under the Credit
Agreement plus the Facility Fee Obligation (as said term is defined in the
Supplemental Indenture establishing the terms and conditions of bonds of this
Series) together with accrued and unpaid interest thereon then payable by the
Company thereunder. The Company further agrees to pay interest on said sum on
the dates on which interest payments are payable by the Company to the Lenders
from time to time under the Credit Agreement (each such date on which interest
is so payable by the Company to the Lenders under the Credit Agreement being an
interest payment date applicable to the bonds of 1997 Series A), until the
Company's obligation in respect of the principal hereof shall be discharged, in
amounts equal to the interest payments payable by the Company to the Lenders
pursuant to the Credit Agreement on such interest payment dates applicable to
the bonds of 1997 Series A; provided, however, that in no event shall the
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interest rate payable on the 1997 Series A Bonds exceed 11%. The bonds of 1997
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
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and private debts. The interest on the bonds of 1997 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, pursuant to the Credit Agreement,
the Company's right to obtain Advances thereunder shall be terminated and all or
any portion of the principal of the Credit Borrowings shall become or be
declared immediately due and payable by the Company, a like principal amount of
the bonds of 1997 Series A, together with all accrued interest thereon, shall
without notice or demand of any kind, become immediately due and payable. In
addition, the bonds of 1997 Series A shall be repayable in whole or in part
according to the terms and provisions provided in Article 2 of the Supplemental
Indenture establishing the terms and conditions of bonds of this Series.
Subject to the provisions of the Credit Agreement anything in the
Mortgage, this Supplemental Indenture or any bond of 1997 Series A to the
contrary notwithstanding, the bonds of 1997 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 1997 Series A shall be
satisfied and discharged, when and to the extent that the Credit Borrowings
shall have been 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 shall have been terminated, it being understood that the
actual indebtedness evidenced by the 1997 Series A Bonds as of any time shall be
limited to the Credit Borrowings as determined at such time, that at no time
shall any claim be made for principal and interest on the 1997 Series A Bonds in
excess of the Credit Borrowings as determined at such time, and that, to the
extent that the outstanding principal amount of the 1997 Series A Bonds exceeds
such amount, neither the Lenders nor the Agent shall have any right under, or
right to exercise any right granted to the holders of such excess 1997 Series A
Bonds under, the Mortgage. Unless the Trustee shall have received written notice
to the contrary from the Company or the Collateral Agent, the Trustee shall be
entitled to assume that the Company has made all payments required under the
Credit Agreement.
Each installment of interest hereon (other than overdue interest)
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, including without limitation provisions in regard
to the call and 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.
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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 (as defined
on the reverse hereof), generally called the Trustee), or by such a successor.
IN WITNESS WHEREOF, The Connecticut Light and Power Company has
caused this bond to be executed in its corporate name and on its behalf by its
Vice President by his signature or a facsimile thereof, and its corporate seal
to be affixed or imprinted hereon and attested by the manual or facsimile
signature of its Assistant Secretary.
Dated as of ____________ __, 1997.
THE CONNECTICUT LIGHT AND POWER COMPANY
By
-------------------------------------
Name:
Title: Vice President
Attest:
---------------------------------------
Name:
Title: Assistant Secretary
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[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
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[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BOND, 1997 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 Two Hundred Twenty-Five Million Dollars ($225,000,000), consisting
only of registered bonds without coupons and designated "First and Refunding
Mortgage Bonds, 1997 Series A," all of which bonds are issued or are to be
issued under, and equally and ratably secured by, a certain Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, and by sixty-six
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 and May 1, 1997 (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 maturities 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
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the manner and at the time set forth in the Mortgage, upon the happening of an
event of default as in the Mortgage provided.
This bond, together with all other bonds of this series, if any, is
issued to evidence and secure the Company's obligations pursuant to a Credit
Agreement dated as of November 21, 1996 (the "Original Agreement") among
Northeast Utilities ("NU"), the Company and Western Massachusetts Electric
Company ("WMECO"), the Lenders and Co-Agents named therein (collectively, the
"Lenders") and Citibank, N.A. as administrative agent, as amended and restated
by a First Amendment and Waiver dated as of May 30, 1997 (the Original
Agreement, as so amended, herein called the "Credit Agreement"), it being
understood that the actual indebtedness evidenced by the 1997 Series A Bonds as
of any time shall be limited to the Credit Borrowings as determined at such
time, that at no time shall any claim be made for principal and interest on the
1997 Series A Bonds in excess of the Credit Borrowings as determined at such
time, and that, to the extent that the outstanding principal amount of the 1997
Series A Bonds exceeds such amount, neither the Lenders nor the Agent shall have
any right under, or right to exercise any right granted to the holders of such
excess 1997 Series A Bonds under, the Mortgage.
The bonds of 1997 Series A shall be issued to and registered in the
name of CITIBANK, N.A., as Collateral Agent for the benefit of the several
Lenders and, anything in the Mortgage, this Supplemental Indenture or any bond
of 1997 Series A to the contrary notwithstanding, the bonds of 1997 Series A
shall not be sold, assigned, pledged or transferred, except to effect the
transfer to any successor Collateral Agent under the Credit 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.
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.
In the event that the Credit Agreement is terminated and all Credit
Borrowings shall have been paid in full, all of the then outstanding 1997 Series
A Bonds shall be deemed paid and all obligations of the Company thereunder and
hereunder shall be deemed satisfied and discharged. Except as provided in the
Supplemental Indenture establishing the terms and conditions of bonds of this
Series, the 1997 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.
As set forth in the Supplemental Indenture establishing the terms and
conditions of the bonds of this Series, each holder of this bond, solely by
virtue of its acquisition thereof, shall have and be deemed to have consented,
without the need for any further action or consent by such holder, to any and
all amendments to the Mortgage which are intended to eliminate or modify in any
manner the requirements of the sinking and improvement fund as set forth in
Section 6.14 of the Mortgage.
If the date for making any payment or the last date for performance
of any act or the exercise of any right, as provided in the Supplemental
Indenture establishing the terms and series of the bonds of this series, is not
a Business Day, such payment may be made or act performed or right exercised on
the next succeeding Business Day unless otherwise provided herein, with the same
force and effect as if done on the nominal date provided in the Supplemental
Indenture establishing the terms and series of the bonds of this series.
No recourse shall be had for the payment of the principal of or the
interest on this bond, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, to any incorporator or any past, present or future
stockholder, officer or director of the Company, either directly or indirectly,
by virtue of any statute or by enforcement of any assessment or otherwise, and
any and all liability of the said incorporators, stockholders, officers or
directors of the Company in respect to this bond is hereby expressly waived and
released by every holder hereof.