Exhibit 4.2
NSTAR
Votes of the Board of Trustees
at the January 27, 2000 Meeting
VOTED: That, pursuant to votes adopted by this
Trust on December 16, 1999, NSTAR ("the
Company" or "the Trust") is hereby
authorized to issue and sell $300,000,000
aggregate principal amount of unsecured
debentures (the "Debentures") to be issued
under and in accordance with the provisions
of Article Three of the Indenture dated
January 12, 2000 between the Company and
Bank One Trust Company, N.A., as Trustee
(the "Indenture Trustee"), as amended and
supplemented as of the date hereof (the
"Indenture").
VOTED: That the Debentures be established as a
series of securities in accordance with and
pursuant to the Indenture and that the
Chairman, the President, the Senior Vice
President and Chief Financial Officer or the
Vice President, Comptroller and Chief
Accounting Officer be, and each acting
singly is, hereby authorized, in the name
and on behalf of the Company, to fix the
terms of the offer and sale of the
Debentures, including, but not limited to,
the interest payment dates, price to the
underwriters and the public and redemption
provisions, if any, subject to the following
limitations:
Maturity Date not to exceed ten years
from the date of issue
Effective Interest Rate: an all in
effective rate
to the Company
not to exceed
8.5%
VOTED: That the form of the Debentures presented to
the Trustees at this meeting is hereby
established, adopted and approved with such
changes, insertions and omissions as are
required or permitted by the Indenture and
these votes, and that such form shall be
filed with the minutes of this meeting; and
that the Chairman, the President, the Senior
Vice President and Chief Financial Officer or
the Vice President, Comptroller and Chief
Accounting Officer be, and each of them
acting singly is, hereby authorized to
complete the form of Debentures as provided
for in these votes, the completion of such
Debentures to be conclusive evidence that the
same has been approved by the Company.
VOTED: That the form of Purchase Agreement presented
to the Trustees at this meeting relating to
the Debentures is hereby approved and that
the Chairman, the President, the Senior Vice
President and Chief Financial Officer or the
Vice President, Comptroller and Chief
Accounting Officer be, and each acting singly
is, hereby authorized, in the name and on
behalf of the Company, to execute and deliver
a Purchase Agreement with one or more
investment bankers, including Goldman, Sachs
& Co., relating to the Debentures with such
changes, insertions and omissions as the
officer or officers executing the same may
approve, such execution and delivery to be
conclusive evidence of the authorization and
approval thereof by the Trustees of the
Trust.
VOTED: That Bank One Trust Company, N.A., the
Indenture Trustee, is hereby also designated
as the transfer agent, registrar and paying
agent for the Debentures (the "Agent") and
that the Indenture Trustee and the Agent
shall be entitled to the estate, powers,
rights, authorities, benefits, privileges and
immunities set forth in the Indenture; and
that such resolutions, if any, as are
customarily requested by the Indenture
Trustee and the Agent with respect to its
authority are hereby adopted and shall be
filed with the minutes of this meeting.
VOTED: That the Chairman, the President, the Senior
Vice President and Chief Financial Officer or
the Vice President, Comptroller and Chief
Accounting Officer be, and each of them is,
hereby authorized to file with the Indenture
Trustee a certificate setting forth the form
and terms of the Debentures as established by
and pursuant to these votes and the written
order for the certification and delivery to
the purchasers at the time and in the manner
specified in the Purchase Agreement for the
Debentures; and that the officers of the
Company be, and each of them acting singly
is, hereby authorized to take such further
action and execute such certificates,
instruments and other documents as in the
judgment of such officers or officer will
comply with the provisions of the Indenture
and the Purchase Agreement and to issue and
deliver the Debentures in accordance
therewith.
VOTED: That the Chairman, the President, the Senior
Vice President and Chief Financial Officer or
the Vice President, Comptroller and Chief
Accounting Officer of the Company are, and
each acting singly is, hereby authorized to
execute and deliver such other documents and
take such further actions in the name of the
Company as the officers or officer so acting
shall deem advisable to implement the
foregoing votes, such execution and delivery
or the taking of any action to be conclusive
evidence of its authorization by the Company.
This is to certify that the above and forgoing is a true and
correct copy of votes adopted by the Board of Trustees of NSTAR
at a meeting duly convened and held on the 27th day of January,
2000, at which meeting a majority of the Board was present and
voting, and that said votes have not been annulled, revoked or
amended in any way but are in full force and effect.
/s/ Michael P. Sullivan
Secretary/Clerk