Exhibit 4.21
SIXTY-EIGHTH
SUPPLEMENTAL INDENTURE
Dated as of June 1, 1997
TO
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
___________
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee
___________
7-3/4% 1997 Series C Bonds, Due June 1, 2002
THE CONNECTICUT LIGHT AND POWER COMPANY
Sixty-Eighth Supplemental Indenture, Dated as of June 1, 1997
Table of Contents
Page
----
Parties......................................................................1
Recitals.....................................................................1
Granting Clauses.............................................................2
Habendum.....................................................................3
Grant in Trust...............................................................3
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 1997 SERIES C
SECTION 1.01. Designation; Amount...........................................4
SECTION 1.02. Form of Bonds of 1997 Series C................................4
SECTION 1.03. Provisions of Bonds of 1997 Series C; Interest Accrual........4
SECTION 1.04. Transfer and Exchange of Bonds of 1997 Series C...............5
ARTICLE 2.
REDEMPTION OF BONDS OF 1997 Series C....................5
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1997 Series C.6
SECTION 3.02. Effect of Table of Contents and Headings......................6
SECTION 3.03. Counterparts..................................................6
TESTIMONIUM..................................................................7
SIGNATURES...................................................................7
ACKNOWLEDGMENTS..............................................................7
SCHEDULE A - Form of Bond of 1997 Series C, Form of Trustee's Certificate
[SCHEDULE B - Property Subject to the Lien of the Mortgage]
SIXTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the first day of June,
1997, between THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized
and existing under the laws of the State of Connecticut (hereinafter called
"Company"), and BANKERS TRUST COMPANY, a corporation organized and existing
under the laws of the State of New York (hereinafter called "Trustee"), with its
principal corporate trust office at Four Albany Street, New York, NY 10006.
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-seven Supplemental Indentures thereto dated respectively as
of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932,
July 1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1,
1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October
1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958,
February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967,
January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1,
1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February
1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980,
October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984,
October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1,
1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December
1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1,
1993, December 1, 1993, February 1, 1994, February 1, 1994, June 1, 1994,
October 1, 1994, June 1, 1996, January 1, 1997, May 1, 1997 and June 1, 1997
(said Indenture of Mortgage and Deed of Trust (i) as heretofore amended, being
hereinafter generally called the "Mortgage Indenture," and (ii) together with
said Supplemental Indentures thereto, being hereinafter generally called the
"Mortgage"), all of which have been duly recorded as required by law, for the
purpose of securing its First and Refunding Mortgage Bonds (of which
$1,746,000,000 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, the Company by appropriate and sufficient corporate action in
conformity with the provisions of the Mortgage has duly determined to create a
further series of bonds under the Mortgage to be designated "First and Refunding
Mortgage 7-3/4% Bonds, 1997 Series C" (hereinafter generally referred to as the
"bonds of 1997 Series C"), 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, 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; and
WHEREAS, the execution and delivery of this Supplemental Indenture and the
issue of not in excess of [Two Hundred Million Dollars ($200,000,000) in
aggregate principal amount of bonds of 1997 Series C and other necessary actions
have been duly authorized by the Board of Directors of the Company; and
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WHEREAS, the Company has purchased, constructed or otherwise acquired
certain additional property not specifically described in the Mortgage 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 Mortgage at this time;
and
WHEREAS, the Company proposes to execute and deliver this Supplemental
Indenture to provide for the issue of the bonds of 1997 Series C 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 C, 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 trusts 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, including, without limitation of the
foregoing, the property, rights and privileges of the Company described or
referred to in Schedule B hereto.
Together with all plants, buildings, structures, improvements and machinery
located upon said real estate or any portion thereof, and all rights, privileges
and easements of every kind and nature appurtenant thereto, and all and singular
the tenements, hereditaments and appurtenances belonging to the real estate or
any part thereof described or referred to in Schedule B or intended so to be, or
in any wise appertaining thereto, and the reversions, remainders, rents, issues
and profits thereof, and also all
3
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 C 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 C
SECTION 1.01. Designation; Amount. The bonds of 1997 Series C shall be
designated "First and Refunding Mortgage 7-3/4% Bonds, 1997 Series C" and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed [Two Hundred
Million Dollars ($200,000,000)] in aggregate principal amount at any one time
outstanding. The initial issue of the bonds of 1997 Series C may be effected
upon compliance with the applicable provisions of the Mortgage Indenture.
SECTION 1.02. Form of Bonds of 1997 Series C. The bonds of 1997 Series C
shall be issued only in fully registered form without coupons in denominations
of One Hundred Thousand Dollars ($100,000) or integral multiples of $1,000 in
excess thereof; provided, however, that, if any registered holder holds less
than $100,000 in aggregate principal amount of the bonds of 1997 Series C as
result of
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a partial redemption by the Company in accordance with Article 2 hereof, a bond
of 1997 Series C in the amount of such holder's aggregate holdings shall be
issued.
The bonds of 1997 Series C 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 C; Interest Accrual. The
bonds of 1997 Series C shall mature on June 1, 2002 and shall bear interest,
payable semiannually on the first days of June and December of each year,
commencing December 1, 1997, at the rate of 7-3/4% per annum, until the
Company's obligation in respect of the principal thereof shall be discharged;
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 C, 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. The bonds
of 1997 Series C shall be callable for redemption in whole or in part according
to the terms and provisions herein in Article 2.
Each bond of 1997 Series C shall be dated as of June 1, 1997 and shall bear
interest on the principal amount thereof from the interest payment date next
preceding the date of authentication thereof by the Trustee to which interest
has been paid on the bonds of 1997 Series C, or if the date of authentication
thereof is prior to November 16, 1997, then from June 1, 1997, or if the date of
authentication thereof be an interest payment date to which interest is being
paid or a date between the record date for any such interest payment date and
such interest payment date, then from such interest payment date.
The person in whose name any bond of 1997 Series C 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
bonds of 1997 Series C 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 (i.e., June 1 or December
1) shall mean the May 15 or November 15, as the case may be, next preceding such
interest payment date, or if such May 15 or November 15 shall be a legal holiday
or a day on which banking institutions in the Borough of Manhattan, New York,
New York are authorized by law to close, the next preceding day which shall not
be a legal holiday or a day on which such institutions are so authorized to
close.
5
SECTION 1.04. Transfer and Exchange of Bonds of 1997 Series C. The bonds
of 1997 Series C 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 C 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
transfer of bonds of 1997 Series C or for the exchange of any bonds of 1997
Series C for such bonds of other authorized denominations.
ARTICLE 2.
REDEMPTION OF BONDS OF 1997 SERIES C.
The bonds of 1997 Series C shall be redeemable, as a whole at any time or
in part from time to time, in accordance with the provisions of the Mortgage and
upon not less than thirty (30) days and not more than 60 days prior notice given
by mail as provided in the Mortgage (which notice may state that it is subject
to the receipt of the redemption moneys by the Trustee on or before the date
fixed for redemption and which notice shall be of no effect unless such moneys
are so received on or before such date), at the option of the Company, at a
redemption price equal to the greater of (i) 100% of the principal amount of the
bonds being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon, discounted to the date of
redemption on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Yield, plus in each case accrued interest to the
date of redemption (the "Redemption Date").
"Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual 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
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to the
remaining term of the bonds of 1997 Series C that would be utilized, 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 bonds of 1997 Series C. "Independent Investment Banker" means Morgan
Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing to be selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the
6
average of the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all such Quotations. "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 such Reference
Treasury Dealer at 5:00 p.m. on the third business day preceding such Redemption
Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and another Primary Treasury Dealer (as
defined herein) at the option of the Company, provided, however, that if any of
the foregoing shall cease to be a primary U.S. Government securities dealer in
New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.
ARTICLE 3.
MISCELLANEOUS.
SECTION 3.01. Benefits of Supplemental Indenture and Bonds of 1997 Series
C. Nothing in this Supplemental Indenture, or in the bonds of 1997 Series C,
expressed or implied, is intended to 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 description 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.
7
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 a Vice President and its
corporate seal to be hereunto affixed, duly attested by an Assistant Vice
President, as of the day and year first above written.
THE CONNECTICUT LIGHT AND POWER
COMPANY
Attest:
By:
- ------------------------------ -----------------------------------
Name: Name:
Title: Title:
(SEAL) Signed, sealed and delivered
in the presence of:
--------------------------------------
--------------------------------------
STATE OF CONNECTICUT )
) ss.: Berlin
COUNTY OF HARTFORD )
On this ___ day of ____ 1997, before me, _______________, the undersigned
officer, personally appeared ________________ and ____________, who
acknowledged themselves to be _____________ and ______________ and
______________________, respectively, of THE CONNECTICUT LIGHT AND POWER
COMPANY, a corporation, and that they, as such _______________ and such
_________________, being authorized so to do, executed the foregoing instrument
for the purpose therein contained, by signing the name of the corporation by
themselves as __________________ and _____________, and as their free act and
deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------------------
Notary Public
My commission expires on
-------------
(SEAL)
8
BANKERS TRUST COMPANY
Attest:
By:
- ------------------------- -----------------------------------
Name: Name:
Title: Title:
(SEAL) Signed, sealed and delivered
in the presence of:
--------------------------------------
--------------------------------------
STATE OF NEW YORK )
) ss.: New York
COUNTY OF NEW YORK )
On this ____ day of ____, 1997, before me, ______________, the undersigned
officer, personally appeared _____________ and _________________ who
acknowledged themselves to be a ________________ and an __________________,
respectively, of BANKERS TRUST COMPANY, a corporation, and that they, as such
___________________ and such ______________, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation by themselves as ______________ and _______________, and as
their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
--------------------------------------
Name:
Notary Public, State of New York
No.
------------
Qualified in New York County
Commission Expires
---------------
(SEAL)
A-1
SCHEDULE A
[FORM OF BOND OF 1997 SERIES C]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE 7-3/4% BOND, 1997 SERIES C
PRINCIPAL DUE JUNE 1, 2002
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 _______________________, or
registered assigns, the principal sum of _____________________ dollars, on the
first day of June, 2002 and to pay interest on said sum, semiannually on the
first days of June and December in each year, commencing December 1, 1997, until
the Company's obligation with respect to said principal sum shall be discharged,
at the rate of 7-3/4% per annum from the interest payment date next preceding
the date of authentication hereof to which interest has been paid on the bonds
of this series, or if the date of authentication hereof is prior to November 16,
1997, then from June 1, 1997, or if the date of authentication hereof is an
interest payment date to which interest is being paid or a date between the
record date for any such interest payment date and such interest payment date,
then from such interest payment date. Both principal and interest shall be
payable at the office or agency of the Company in the Borough of Manhattan, New
York, New York, 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.
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 May 15 or November 15,
as the case may be, next preceding the interest payment date, or, if such May 15
or November 15 shall be a legal holiday or a day on which banking institutions
in the Borough of Manhattan, New York, New York, are authorized by law to close,
the next preceding day which shall not be a legal holiday or a day on which such
institutions are so authorized to close.
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.
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 hereinafter referred
to, generally called the Trustee), or by such a successor.
A-2
IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused this
bond to be executed in its corporate name and on its behalf by its President by
his signature or a facsimile thereof, and its corporate seal to be affixed or
imprinted hereon and attested by the manual or facsimile signature of its
Secretary.
Dated as of _______, 1997.
THE CONNECTICUT LIGHT AND POWER
COMPANY
By:___________________________________
Name:
Title: President
Attest:
______________________________________
Name:
Title: Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
Bankers Trust Company hereby certifies that this bond is one of the bonds
described in the within mentioned Mortgage.
BANKERS TRUST COMPANY, TRUSTEE
By:__________________________________
Name:
Title: Authorized Officer
A-3
[FORM OF BOND]
[REVERSE]
THE CONNECTICUT LIGHT AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE 7-3/4% BOND, 1997 SERIES C
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 Million Dollars ($200,000,000)], consisting only of
registered bonds without coupons and designated "First and Refunding Mortgage 7-
3/4% Bonds, 1997 Series C," 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 and Trust dated as of May 1, 1921, and by sixty-eight Supplemental
Indentures dated respectively as of May 1, 1921, February 1, 1924, July 1, 1926,
June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936,
October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September
1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952,
December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1,
1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1,
1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April
1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March
1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982,
July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1,
1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June
1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992,
October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994,
February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, January 1, 1997,
May 1, 1997, June 1, 1997 and June 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 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
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 is transferable by the registered holder hereof in person or by
attorney upon surrender hereof at the office or agency of the Company in the
Borough of Manhattan, New York, New York, together with a written instrument of
transfer in approved form, signed by the holder, and a new bond or bonds of this
series for a like principal amount in authorized denominations will be issued in
exchange, all as provided in the Mortgage. 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,
A-4
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.
Bonds of this series are to be issued initially under a book-entry only
system and, except as hereinafter provided, will be evidenced by a single Global
Security registered in the name of The Depository Trust Company, New York, New
York ("DTC") or its nominee, which shall be considered to be the holder of all
such bonds for all purposes of the Mortgage, including, without limitation,
payment by the Company of principal of and interest on such bonds and receipt of
notices and exercise of rights of holders of such bonds. The Global Security
shall be immobilized in the custody of DTC with the owners of book-entry
interests in the Global Security ("Book-Entry Interests") having no right to
receive bonds of this series in the form of physical securities or certificates.
Ownership of Book-Entry Interests shall be shown by book-entry on the system
maintained and operated by DTC, its participants (the "Participants") and
certain persons acting through the Participants. Transfers of ownership of
Book-Entry Interests are to be made only by DTC and the Participants by that
book-entry system, the Company and the Trustee having no responsibility therefor
so long as the Global Security is registered in the name of DTC or its nominee.
DTC is to maintain records of positions of Participants in bonds of this series
registered by the Global Security, and the Participants and persons acting
through Participants are to maintain records of the purchasers and owners of
Book-Entry Interests. If DTC or its nominee determines not to continue to act
as a depository for the bonds of this series in connection with a book-entry
only system, another depository, if available, may act instead and the Global
Security will be transferred into the name of such other depository or its
nominee, in which case the above provisions will continue to apply to the new
depository. If the book-entry system for bonds of this series is discontinued
for any reason, upon surrender and cancellation of the Global Security
registered in the name of the then depository or its nominee, new registered
bonds of this series will be issued in authorized denominations to the holders
of Book-Entry Interests in principal amounts coinciding with the amounts of
Book-Entry Interests shown on the book-entry system immediately prior to the
discontinuance thereof. Neither the Trustee nor the Company shall be
responsible for the accuracy of the interests shown on that system.
The bonds of this series are subject to redemption prior to maturity, as a
whole at any time or in part from time to time, in accordance with the
provisions of the Mortgage, upon not less than thirty (30) days and not more
than 60 days prior notice (which notice may be made subject to the deposit of
redemption moneys with the Trustee before the date fixed for redemption) given
by mail as provided in the Mortgage, at the option of the Company, at a
redemption price equal to the greater of (i) 100% of their principal amount and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield, plus in each case accrued interest to the date of redemption
(the "Redemption Date").
A-5
"Treasury Yield" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual 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
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to the
remaining term of the bonds of this series that would be utilized, 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 bonds of this series. "Independent Investment Banker" means Morgan
Stanley & Co. Incorporated or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing to be selected by the Company and appointed by the Trustee.
"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day (A) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Trustee obtains fewer than four Reference Treasury Dealer Quotations,
the average of all such Quotations. "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 such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.
"Reference Treasury Dealer" means each of Morgan Stanley & Co. Incorporated
and Salomon Brothers Inc. and another Primary Treasury Dealer (as defined
herein) at the option of the Company, provided, however, that if any of the
foregoing shall cease to be a primary U.S. Government securities dealer in New
York City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.
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.
A-6
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.
B-1
SCHEDULE B