Exhibit 4.3
NSTAR
Votes of the Board of Trustees
at the September 28, 2000 Meeting
VOTED: That, pursuant to votes of the Trustees
adopted on December 16, 1999 and January
27, 2000, the Company is hereby authorized
to issue and sell an additional
$200,000,000 aggregate principal amount of
the Company's 8% Notes due February 15,
2010 (the "Additional Notes") 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 Additional Notes be issued as part
of the Company's series of 8% Notes due
February 15, 2010, of which $300,000,000
aggregate principal amount of such Notes
were issued on February 15, 2000 (the
"Original Notes"), in accordance with and
pursuant to the Indenture; the Additional
Notes shall have the same terms and
conditions, including maturity and interest
rate, as the Original Notes, and each of
the Chairman, the President, the Senior
Vice President, Treasurer and Chief
Financial Officer, the Vice President,
Controller and Chief Accounting Officer,
and the Assistant Treasurer is hereby
authorized, in the name and on behalf of
the Company, to fix the other terms of the
offer and sale of the Additional Notes,
including, but not limited to, the price to
the underwriters and the public offering
price; subject to the following
limitations:
Effective Interest Rate: an all in effective
rate to the Company
not to exceed 8.5%
VOTED: That the form of the Additional Notes shall
be the same form as the Original Notes
which were presented to and approved by the
Trustees on January 27, 2000; and each of
the Chairman, the President, the Senior
Vice President, Treasurer and Chief
Financial Officer, the Vice President,
Controller and Chief Accounting Officer,
and the Assistant Treasurer is hereby
authorized to make such changes, insertions
and omissions as are required or permitted
by the Indenture and to complete the form
of Additional Notes, the completion of such
Additional Notes to be conclusive evidence
that the same has been approved by the
Company.
VOTED: That each of the Chairman, the President,
the Senior Vice President, Treasurer and
Chief Financial Officer, the Vice
President, Controller and Chief Accounting
Officer, and the Assistant Treasurer is
hereby authorized, in the name and on
behalf of the Company, to execute and
deliver a Purchase Agreement in a form
approved by such officer or officers with
one or more investment bankers, including
Goldman, Sachs & Co., relating to the
Additional Notes, 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 Company.
VOTED: That the designation of Bank One Trust
Company, N.A. as the transfer agent,
registrar and paying agent for the Original
Notes is hereby extended to the Additional
Notes; and that the Indenture Trustee and
such transfer agent, registrar and paying
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 each such transfer
agent, registrar and paying agent with
respect to its authority are hereby adopted
and shall be filed with the minutes of this
meeting.
VOTED: That each of the Chairman, the President,
the Senior Vice President, Treasurer and
Chief Financial Officer, the Vice
President, Controller and Chief Accounting
Officer, and the Assistant Treasurer is
hereby authorized to file with the
Indenture Trustee such certificates, orders
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 execute, order
the authentication of, issue and deliver
the Additional Notes in accordance
therewith.
VOTED: That each of the Chairman, the President,
the Senior Vice President, Treasurer and
Chief Financial Officer, the Vice
President, Controller and Chief Accounting
Officer, and the Assistant Treasurer 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 foregoing 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 28th day of September,
2000, at which meeting the entire board of Trustees was present
and voting, and that such votes have not been annulled, revoked
or amended in any way, but are in full force and effect.
/s/ Michael P. Sullivan
Secretary/Clerk