Exhibit 4.3.1.2
PUBLIC SERVICE COMPANY
OF NEW HAMPSHIRE
AND
FIRST UNION NATIONAL BANK
Formerly Known as FIRST FIDELITY BANK, NATIONAL ASSOCIATION,
NEW JERSEY
Successor to BANK OF NEW ENGLAND, NATIONAL ASSOCIATION
(Formerly Known as NEW ENGLAND MERCHANTS NATIONAL BANK)
and to
NEW BANK OF NEW ENGLAND, NATIONAL ASSOCIATION, TRUSTEE
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of December 1, 2001
TO ISSUE SERIES I, J and K
FIRST MORTGAGE BONDS
$89,250,000 First Mortgage Bonds (Series I due 2021)
$89,250,000 First Mortgage Bonds (Series J due 2021)
$108,985,000 5.45% First Mortgage Bonds (Series K due 2021)
THE SERIES I AND J FIRST MORTGAGE BONDS
CREATED BY THIS SUPPLEMENTAL INDENTURE
CONTAIN PROVISIONS FOR CHANGES IN THE INTEREST RATE THEREON
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THIS TWELFTH SUPPLEMENTAL INDENTURE dated as of December 1, 2001, between PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE (hereinafter with its successors and assigns
generally called the Company), a corporation duly organized and existing under
the laws of the State of New Hampshire, having its principal place of business
at 0000 Xxx Xxxxxx xx Xxxxxxxxxx, Xxx Xxxxxxxxx 00000, and FIRST UNION NATIONAL
BANK, formerly known as First Fidelity Bank, National Association, New Jersey,
successor in trust to Bank of New England, National Association (formerly known
as New England Merchants National Bank) and to New Bank of New England, National
Association (hereinafter with its successors in trust generally called the
Trustee), a national banking association duly organized and existing under the
laws of the United States of America, having its corporate trust office at 00
Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, and duly authorized to
execute the trusts hereof.
WHEREAS, the Company heretofore duly executed and delivered to Bank of New
England, National Association (formerly known as New England Merchants National
Bank), as predecessor trustee, its General and Refunding Mortgage Indenture
(hereinafter, as amended by the Tenth Supplemental Indenture dated as of May 1,
1991, generally referred to as the "Original Indenture" and sometimes referred
to, with each and every prior indenture supplemental thereto and each and every
other instrument, including this Twelfth Supplemental Indenture, which the
Company, pursuant to the provisions thereof, may execute with the Trustee and
which is therein stated to be supplemental to the Original Indenture, as the
"Indenture"), dated as of August 15, 1978, but actually executed on September
20, 1978, and recorded, among other places, in Hillsborough County, New
Hampshire, Registry of Deeds, Book 2640, Page 334, in York County, Maine,
Registry of Deeds, Book 2417, Page 01, in Concord, Vermont, Land Records, Book
44, Page 129A, and in the Office of the Secretary of the State of Connecticut in
Volume 56, Page G of Railroad Mortgages (together with certificates with respect
thereto recorded in the Town Clerk's offices of Waterford and Berlin,
Connecticut), to which this instrument is supplemental, and in modification and
confirmation thereof has executed and delivered (i) to Bank of New England,
National Association (formerly known as New England Merchants National Bank) as
predecessor trustee nine duly recorded indentures supplemental thereto, (ii) to
First Fidelity Bank, National Association, New Jersey, as trustee, a Tenth
Supplemental Indenture dated as of May 1, 1991 (hereinafter generally referred
to as the Tenth Supplemental Indenture) and (iii) to First Union National Bank,
as trustee, an Eleventh Supplemental Indenture dated as of April 1, 1998
(hereinafter generally referred to as the Eleventh Supplemental Indenture)
thereto duly recorded, whereby substantially all the properties of the Company
used by it in its business, whether then owned or thereafter acquired, with
certain reservations, exceptions and exclusions fully set forth in the Original
Indenture were given, granted, bargained, sold, transferred, assigned, pledged,
mortgaged and conveyed to the Trustee, its successors and assigns, in trust upon
the terms and conditions set forth therein to secure its General and Refunding
Mortgage Bonds issued and to be issued thereunder, and for other purposes more
particularly specified therein; and
WHEREAS, on January 6, 1991, Bank of New England, National Association was
declared insolvent, and New Bank of New England, National Association, pursuant
to a purchase and assumption agreement dated as of January 6, 1991 between it
and the Federal Deposit Insurance Corporation as receiver of Bank of New
England, National Association, acquired and succeeded to all of the right,
title, interest, authority and appointment of Bank of New England, National
Association, as Trustee under the Indenture, which succession and appointment
were ratified and confirmed by the Board of Directors of the Company on February
21, 1991, all as more particularly recited in the Agreement as to Resignation of
Trustee and Appointment of Successor Trustee (the "Resignation and Appointment
Agreement"), by and among the Company, New Bank
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of New England, National Association, and First Fidelity Bank, National
Association, New Jersey, recorded with the Tenth Supplemental Indenture; and
WHEREAS, pursuant to the Resignation and Appointment Agreement, New Bank of New
England, National Association resigned as successor trustee and First Fidelity
Bank, National Association, New Jersey succeeded to the trusts created by the
Indenture; and
WHEREAS, First Fidelity Bank, National Association, New Jersey changed its name
to First Union National Bank and remains as Trustee under the Indenture; and
WHEREAS, pursuant to The Third Amended Joint Plan of Reorganization (the
"Plan"), dated December 28, 1989 (Case No. 88- 00043), as confirmed by order of
the United States Bankruptcy Court for the District of New Hampshire dated April
20, 1990, all bonds outstanding under the First Mortgage Indenture dated as of
January 1, 1943, as from time to time amended and supplemented, between the
Company and Old Colony Trust Company, as trustee (to which each of The First
National Bank of Boston and Maryland National Bank has been successor trustee)
have been paid in full and said First Mortgage Indenture has been released and
is of no further force or effect, all bonds outstanding under the Third Mortgage
Indenture dated as of February 15, 1986, as from time to time amended and
supplemented, between the Company and First Fidelity Bank, National Association,
New Jersey, as trustee, have been paid in full and said Third Mortgage Indenture
has been released and is of no further force or effect, and all bonds issued
prior to the date of execution of the Tenth Supplemental Indenture and
outstanding under the Indenture have been paid in full; and
WHEREAS, the actions contemplated by the Resignation and Appointment Agreement
and the Tenth Supplemental Indenture have been authorized and directed by Order
of the United States Bankruptcy Court for the District of New Hampshire dated
January 18, 1991 in Case No. 88-00043, which Order authorized certain
transactions and procedures necessary to consummate the Plan and approved
certain modifications of the Plan related thereto; and
WHEREAS, all applicable requirements of the Plan and said Order have been
complied with; and
WHEREAS, pursuant to the Tenth Supplemental Indenture the Company effected the
amendments to the Indenture specified in the Tenth Supplemental Indenture,
including amendments to reflect the release and discharge of the Company's First
Mortgage Indenture dated as of January 1, 1943, as supplemented and amended, and
to reflect that, as a result, the Indenture is now a First Mortgage Indenture,
the bonds issued and to be issued under the Indenture will be First Mortgage
Bonds of the Company, and the Original Indenture as it may heretofore and
hereafter be supplemented and amended shall henceforth be known and referred to
as the
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Company's First Mortgage Indenture dated as of August 15, 1978; and
WHEREAS, the Company by appropriate and sufficient corporate action in
conformity with the terms of the Indenture duly caused to be issued seven new
series of bonds under the Indenture designated First Mortgage Bonds, Series A
through G, said Series A through Series G Bonds being in an aggregate principal
amount of $858,985,000 and consisting of fully registered bonds containing the
terms and provisions duly fixed and determined by the Board of Directors of the
Company and expressed in Schedule B to the Tenth Supplemental Indenture; and
WHEREAS, on May 15, 1996, $172,500,000 aggregate principal amount of the
Company's 8 7/8% First Mortgage Bonds, Series A, matured and were paid and
canceled; and
WHEREAS, as of April 1, 1998 the Company by appropriate and sufficient corporate
action in conformity with the terms of the Indenture duly caused to be issued a
new series of bonds under the Indenture designated First Mortgage Bonds, Series
H, said Series H Bonds being in an aggregate principal amount of $75,000,000 and
containing the terms and provisions duly fixed and determined by the Board of
Directors of the Company and expressed in Schedule A to the Eleventh
Supplemental Indenture; and
WHEREAS, on May 15, 1998, $170,000,000 aggregate principal amount of the
Company's 9.17% First Mortgage Bonds, Series B, matured and were paid and
canceled; and
WHEREAS, on April 22, 1999, the Revolving Credit Agreement dated as of April 23,
1998 (the "Credit Agreement") terminated, the Credit Borrowings thereunder were
indefeasibly paid in full in accordance with the terms thereof and the
obligations of the several Lenders to make Advances to the Company under the
Credit Agreement were terminated; the bonds of Series H were deemed paid and all
obligations of the Company to pay the principal of, premium, if any, and
interest on the bonds of Series H was satisfied and discharged; and the
$75,000,000 aggregate principal amount of the Company's First Mortgage Bonds,
Series H, were canceled; and
WHEREAS, as of March 30, 2001 the Company sold its interest in the Millstone II
Nuclear Generating Station, located in Waterford, Connecticut, and with the sale
of said property, no longer owns any property located in Connecticut which is
subject to the lien of the Indenture, and is no longer subject to the
jurisdiction of the Connecticut Department of Public Utility Control; and
WHEREAS, the Company has purchased, constructed or otherwise acquired certain
additional property not heretofore specifically described in the Indenture but
which is and is intended to be
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subject to the lien thereof, and proposes specifically to subject such
additional property to the lien of the Indenture at this time; and
WHEREAS, pursuant to a Series A Loan and Trust Agreement dated as of October 1,
2001 (herein called the "Series A PCRB Agreement"), by and among the Business
Finance Authority of the State of New Hampshire (herein called the "Authority"),
the Company and State Street Bank and Trust Company, as trustee (herein called
the "Series A PCRB Trustee"), the Authority is, concurrently herewith, issuing
$89,250,000 in principal amount of its Pollution Control Revenue Bonds (Public
Service Company of New Hampshire Project - 2001 Tax-Exempt Series A) (herein
called the "Series A PCR Bonds") and loaning the proceeds from the sale of the
Series A PCR Bonds to the Company. Proceeds of the loan will be used to refund
(i) the Authority's $66,000,000 aggregate principal amount 7.65% Pollution
Control Revenue Bonds (Public Service Company of New Hampshire Project - 1991
Tax-Exempt Series A) (the "1991 Series A Bonds"), and (ii) a portion of the
Authority's $112,500,000 aggregate principal amount 7.65% Pollution Control
Revenue Bonds (Public Service Company of New Hampshire Project - 1991 Tax-Exempt
Series C) (the "1991 Series C Bonds"). The proceeds of the 1991 Series A Bonds
and the 1991 Series C Bonds were used to finance and refinance a portion of the
Company's share of expenditures, including financing costs, relating to the
construction of certain pollution control, sewage and/or solid waste disposal
facilities required for the operation of the Seabrook nuclear-fueled, steam
electric generating plant, Unit 1, located in Seabrook, New Hampshire, in which
the Company owned an undivided 35.6% interest; and
WHEREAS, the Series A PCR Bonds are special obligations of the Authority,
payable solely out of the revenues and other receipts, funds and moneys derived
by the Authority under the Series A PCRB Agreement and from any amounts
otherwise available under the Series A PCRB Agreement for the payment of the
Series A PCR Bonds, and such revenues and other receipts, funds, moneys and
amounts are, pursuant to the Series A PCRB Agreement, assigned and pledged by
the Authority to the Series A PCRB Trustee as security for the Series A PCR
Bonds and include loan payments required to be made by the Company to the Series
A PCRB Trustee for the account of the Authority pursuant to the Series A PCRB
Agreement in amounts equal to the amounts payable with respect to the Series A
PCR Bonds; and
WHEREAS, in consideration of the loan being provided by the Authority under, and
pursuant to the provisions of, the Series A PCRB Agreement, the Company has
agreed to issue $89,250,000 principal amount of its First Mortgage Bonds, Series
I (hereinafter generally referred to as the "Series I Bonds" or the "bonds of
Series I") to evidence and secure the Company's obligation under the Series A
PCRB Agreement to make loan payments as aforesaid and to provide security for
the Series A PCR Bonds; and
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WHEREAS, pursuant to a Series B Loan and Trust Agreement dated as of October 1,
2001 (herein called the "Series B PCRB Agreement"), by and among the Authority,
the Company and State Street Bank and Trust Company, as trustee (herein called
the "Series B PCRB Trustee"), the Authority is, concurrently herewith, issuing
$89,250,000 in principal amount of its Pollution Control Revenue Bonds (Public
Service Company of New Hampshire Project - 2001 Tax-Exempt Series B) (herein
called the "Series B PCR Bonds") and loaning the proceeds from the sale of the
Series B PCR Bonds to the Company. Proceeds of the loan will be used to refund a
portion of the 1991 Series C Bonds. The proceeds of the 1991 Series C Bonds were
used to finance and refinance a portion of the Company's share of expenditures,
including financing costs, relating to the construction of certain pollution
control, sewage and/or solid waste disposal facilities required for the
operation of the Seabrook nuclear-fueled, steam electric generating plant,
located in Seabrook, New Hampshire, in which the Company owned an undivided
35.6% interest; and
WHEREAS, the Series B PCR Bonds are special obligations of the Authority,
payable solely out of the revenues and other receipts, funds and moneys derived
by the Authority under the Series B PCRB Agreement and from any amounts
otherwise available under the Series B PCRB Agreement for the payment of the
Series B PCR Bonds, and such revenues and other receipts, funds, moneys and
amounts are, pursuant to the Series B PCRB Agreement, assigned and pledged by
the Authority to the Series B PCRB Trustee as security for the Series B PCR
Bonds and include loan payments required to be made by the Company to the Series
B PCRB Trustee for the account of the Authority pursuant to the Series B PCRB
Agreement in amounts equal to the amounts payable with respect to the Series B
PCR Bonds; and
WHEREAS, in consideration of the loan being provided by the Authority under, and
pursuant to the provisions of, the Series B PCRB Agreement, the Company has
agreed to issue $89,250,000 principal amount of its First Mortgage Bonds, Series
J (hereinafter generally referred to as the "Series J Bonds" or the "bonds of
Series J") to evidence and secure the Company's obligation under the Series B
PCRB Agreement to make loan payments as aforesaid and to provide security for
the Series B PCR Bonds; and
WHEREAS, pursuant to a Series C Loan and Trust Agreement dated as of October 1,
2001 (herein called the "Series C PCRB Agreement"), by and among the Authority,
the Company and State Street Bank and Trust Company, as trustee (herein called
the "Series C PCRB Trustee"), the Authority is, concurrently herewith, issuing
$108,985,000 in principal amount of its Pollution Control Revenue Bonds (Public
Service Company of New Hampshire Project - 2001 Tax-Exempt Series C) (herein
called the "Series C PCR Bonds") and loaning the proceeds from the sale of the
Series C PCR Bonds to the Company. Proceeds of the loan will be used to refund
the
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Authority's $108,985,000 aggregate principal amount 7.50% Pollution Control
Revenue Bonds (Public Service Company of New Hampshire Project - 1991 Tax-Exempt
Series B) (the "1991 Series B Bonds"). The proceeds of the 1991 Series B Bonds
were used to finance and refinance a portion of the Company's share of
expenditures, including financing costs, relating to the construction of certain
pollution control, sewage and/or solid waste disposal facilities required for
operation of the Seabrook nuclear-fueled, steam electric generating plant,
located in Seabrook, New Hampshire, in which the Company owned an undivided
35.6% interest; and
WHEREAS, the Series C PCR Bonds are special obligations of the Authority,
payable solely out of the revenues and other receipts, funds and moneys derived
by the Authority under the Series C PCRB Agreement and from any amounts
otherwise available under the Series C PCRB Agreement for the payment of the
Series C PCR Bonds, and such revenues and other receipts, funds, moneys and
amounts are, pursuant to the Series C PCRB Agreement, assigned and pledged by
the Authority to the Series C PCRB Trustee as security for the Series C PCR
Bonds and include loan payments required to be made by the Company to the Series
C PCRB Trustee for the account of the Authority pursuant to the Series C PCRB
Agreement in amounts equal to the amounts payable with respect to the Series C
PCR Bonds; and
WHEREAS, in consideration of the loan being provided by the Authority under, and
pursuant to the provisions of, the Series C PCRB Agreement, the Company has
agreed to issue $108,985,000 principal amount of its First Mortgage Bonds,
Series K (hereinafter generally referred to as the "Series K Bonds" or the
"bonds of Series K") to evidence and secure the Company's obligation under the
Series C PCRB Agreement to make loan payments as aforesaid and to provide
security for the Series C PCR Bonds; and
WHEREAS, the execution and delivery of this Twelfth Supplemental Indenture and
the issue of not exceeding Eighty Nine Million Two Hundred Fifty Thousand
Dollars ($89,250,000) in aggregate principal amount of bonds of Series I, Eighty
Nine Million Two Hundred Fifty Thousand Dollars ($89,250,000) in aggregate
principal amount of bonds of Series J and One Hundred Eight Million Nine Hundred
Eighty Five Thousand Dollars ($108,985,000) in aggregate principal amount of
bonds of Series K, and other necessary actions have been duly authorized by the
Executive Committee of the Board of Directors of the Company;
WHEREAS, the Company proposes to execute and deliver this Twelfth Supplemental
Indenture to provide for the issue of the bonds of Series I, J and K and to
confirm the lien of the Indenture on the property referred to below, all as
permitted by Section 15.1 of the Original Indenture; and
WHEREAS, all acts and things necessary to make the initial issue
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of the Series I, J and K Bonds, when executed by the Company and authenticated
by the Trustee and delivered as in the Original Indenture provided, the legal,
valid and binding obligations of the Company according to their terms and to
make this Twelfth Supplemental Indenture a legal, valid and binding instrument
for the security of the bonds, in accordance with its and their terms, have been
done and performed, and the execution and delivery of this Twelfth Supplemental
Indenture has in all respects been duly authorized;
NOW, THEREFORE, in consideration of the premises, and of the acceptance of said
Series I, J and K First Mortgage Bonds by the holder thereof, and of the sum of
$1.00 duly paid by the Trustee to the Company, and of other good and valuable
considerations, the receipt whereof is hereby acknowledged, and in confirmation
of and supplementing the Original Indenture as previously supplemented by said
eleven preceding supplemental indentures, and in performance of and compliance
with the provisions thereof, said Public Service Company of New Hampshire, by
these presents, does give, grant, bargain, sell, transfer, assign, pledge,
mortgage and convey unto First Union National Bank, as Trustee, as provided in
the Original Indenture, as previously supplemented and amended and as
supplemented by this Twelfth Supplemental Indenture, and its successor or
successors in the trust thereby and hereby created, and its and their assigns,
(a) all and singular the property, and rights and interests in property,
described in the Original Indenture and the eleven preceding supplemental
indentures (said first nine supplemental indentures, as amended by the Tenth
Supplemental Indenture, together with the Tenth Supplemental Indenture and the
Eleventh Supplemental Indenture, hereinafter referred to as the Preceding
Supplemental Indentures), and thereby conveyed, pledged, assigned, transferred
and mortgaged, or intended so to be (said descriptions in said Original
Indenture and the Preceding Supplemental Indentures being hereby made a part
hereof to the same extent as if set forth herein at length), whether then or now
owned or thereafter or hereafter acquired, except such of said properties or
interests therein as may have been released or sold or disposed of in whole or
in part as permitted by the provisions of the Original Indenture, and (b) also,
but without in any way limiting the generality of the foregoing, all the right,
title and interest of the Company, now owned or hereafter acquired, in and to
the rights, titles, interests and properties described or referred to in
Schedule D hereto attached and hereby made a part hereof as fully as if set
forth herein at length, in all cases not specifically reserved, excepted and
excluded; the foregoing property, and rights and interests in property, being
located in the following listed municipalities in New Hampshire and
unincorporated areas in Coos County, New Hampshire, as well as in various
municipalities in the States of Maine, Vermont and elsewhere:
XXXXXXX COUNTY - Alton, Barnstead, Belmont, Center Harbor, Gilford, Gilmanton,
Laconia, Meredith, New Xxxxxxx, Sanbornton,
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Tilton;
XXXXXXX COUNTY - Albany, Brookfield, Chatham, Conway, Eaton, Effingham, Freedom,
Madison, Moultonboro, Ossipee, Sandwich, Tamworth, Tuftonboro, Wakefield,
Wolfeboro;
CHESHIRE COUNTY - Alstead, Chesterfield, Dublin, Fitzwilliam, Gilsum,
Harrisville, Hinsdale, Jaffrey, Keene, Marlborough, Marlow, Nelson, Richmond,
Rindge, Roxbury, Stoddard, Sullivan, Surry, Xxxxxxx, Xxxx, Xxxxxxxxxxxx,
Winchester;
COOS COUNTY - Xxxx'x Xxxxx, Berlin, Cambridge, Xxxxxxx, Xxxxxxxx'x Purchase,
Clarksville, Colebrook, Columbia, Xxxxxxxx'x Purchase, Xxxxxx, Xxxxxx, Xxxxx,
Xxxxxx, Xxxxx'x Xxxxx, Jefferson, Lancaster, Xxxxxx'x Location, Milan,
Millsfield, Northumberland, Xxxxxxx'x Xxxxx, Pittsburg, Xxxxxxxx, Shelburne,
Stark, Stewartstown, Stratford, Success, Xxxxxxxx & Xxxxxxx'x Purchase,
Wentworth's Location, Whitefield;
GRAFTON COUNTY - Alexandria, Ashland, Bath, Bethlehem, Bridgewater, Bristol,
Campton, Easton, Enfield, Franconia, Grafton, Hebron, Holderness, Landaff,
Lincoln, Lisbon, Littleton, Lyman, Orange, Plymouth, Rumney, Sugar Hill,
Thornton, Woodstock;
HILLSBOROUGH COUNTY - Amherst, Antrim, Bedford, Bennington, Brookline, Deering,
Francestown, Goffstown, Greenfield, Greenville, Xxxxxxx, Hillsborough, Hollis,
Hudson, Litchfield, Lyndeborough, Manchester, Xxxxx, Merrimack, Milford, Mont
Xxxxxx, Nashua, New Boston, New Ipswich, Pelham, Peterborough, Sharon, Temple,
Xxxxx, Xxxxxx, Windsor;
MERRIMACK COUNTY - Allenstown, Andover, Boscawen, Bow, Bradford, Canterbury,
Chichester, Concord, Danbury, Dunbarton, Epsom, Franklin, Henniker, Hill,
Hooksett, Hopkinton, Loudon, Newbury, New London, Northfield, Pembroke,
Pittsfield, Salisbury, Sutton, Warner, Webster, Wilmot;
ROCKINGHAM COUNTY - Auburn, Xxxxxxxx, Brentwood, Xxxxxx, Xxxxxxx, Danville,
Deerfield, Derry, East Kingston, Epping, Exeter, Fremont, Greenland, Hampstead,
Hampton, Hampton Falls, Kensington, Kingston, Londonderry, New Castle,
Newfields, Newington, Newmarket, Xxxxxx, North Hampton, Northwood, Nottingham,
Portsmouth, Raymond, Rye, Sandown, Seabrook, South Hampton, Stratham, Windham;
STRAFFORD COUNTY - Barrington, Dover, Durham, Farmington, Xxx, Madbury,
Xxxxxxxxx, Xxxxxx, New Xxxxxx, Rochester, Rollinsford, Somersworth, Strafford;
XXXXXXXX COUNTY - Claremont, Croydon, Goshen, Xxxxxxxx, Lempster, Newport,
Springfield, Sunapee, Unity, Washington;
SUBJECT, HOWEVER, as to all of the foregoing, to the specific rights,
privileges, liens, encumbrances, restrictions,
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conditions, limitations, covenants, interests, reservations, exceptions and
otherwise as provided in the Original Indenture and the Preceding Supplemental
Indentures, and in the descriptions in the schedules thereto and hereto and in
the deeds or grants in said schedules referred to;
BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING (as the same are reserved,
excepted and excluded from the lien of the Original Indenture and the Preceding
Supplemental Indentures) from this instrument and the grant, conveyance,
mortgage, transfer and assignment herein contained, all right, title and
interest of the Company, now owned or hereafter acquired, in and to the
properties and rights specified in subclauses (a) to (m), both inclusive, of the
paragraph beginning "BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING..."
which paragraph is part of the granting clauses of the Original Indenture;
TO HAVE AND TO HOLD all said plant, premises, property, franchises and rights
hereby conveyed, assigned, pledged or mortgaged, or intended so to be, unto the
Trustee, its successor or successors in trust, and to its and their assigns
forever;
BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal pro rata benefit,
security and protection of the owners of the bonds without any preference,
priority or distinction whatever of any one bond over any other bond by reason
of priority in the issue, sale or negotiation thereof, or otherwise;
PROVIDED, HOWEVER, and these presents are upon the condition, that if the
Company shall pay or cause to be paid or make appropriate provision for the
payment unto the holders of the bonds of the principal, premium, if any, and
interest to become due thereon at the times and in the manner stipulated
therein, and shall keep, perform and observe all and singular the covenants,
agreements and provisions in the Indenture expressed to be kept, performed and
observed by or on the part of the Company, then the Indenture and the estate and
rights thereby and hereby granted shall, pursuant and subject to the provisions
of Article 16 of the Original Indenture, cease, determine and be void, but
otherwise shall be and remain in full force and effect.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, upon the trusts and for the
purposes aforesaid, as set forth in the following covenants, agreements,
conditions and provisions, viz.:
ARTICLE 1
SERIES I BONDS
SECTION 1.01. Designation; Amount. The bonds of Series I shall be
designated "First Mortgage Bonds, Series I" and shall not exceed Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in aggregate principal
amount at any one time outstanding. The Trustee shall authenticate and deliver
up to
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$89,250,000 aggregate principal amount of Series I Bonds at any time upon
application by the Company and compliance with the applicable provisions of the
Original Indenture.
SECTION 1.02. Form of Bonds of 2001 Series I. The bonds of Series I shall
be issued only in fully registered form without coupons in denominations of
$25,000 and multiples thereof. The Bonds of Series I 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 2001 Series I; Interest Accrual;
Effect of Payment on Series A PCR Bonds. The bonds of Series I shall mature on
May 1, 2021, and shall bear interest, payable on the interest payment dates
applicable from time to time to the Series A PCR Bonds (each such interest
payment date so applicable to the Series A PCR Bonds being an interest payment
date applicable to the bonds of Series I), until the Company's obligation in
respect of the principal thereof shall be discharged, in amounts equal to the
interest payments due on the Series A PCR Bonds on the interest payment dates
applicable to the bonds of Series I, and shall be payable both as to principal
and interest at the corporate trust office of the Trustee at 00 Xxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate trust office of its
successors, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts. The
interest on the Series I Bonds, 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 Series A PCRB Agreement, all or any portion of the principal
of the Series A PCR Bonds shall become or be declared immediately due and
payable, a like principal amount of the Series I Bonds, together with all
accrued interest thereon, shall, without notice or demand of any kind, become
immediately due and payable. In addition, the Series I Bonds shall be callable
for redemption in whole or in part according to the terms and provisions
provided herein in Section 1.05.
Anything in the Indenture or any Series I Bond to the contrary
notwithstanding, the Series I Bonds shall be deemed paid, and all obligations of
the Company to pay at the times provided herein the principal of and premium, if
any, and interest on the Series I Bonds, or to deposit with the Trustee at the
times provided in the Indenture an amount of money sufficient therefor, shall be
satisfied and discharged, when and to the extent that the principal of and
premium, if any, and interest on the Series A PCR Bonds shall have been paid or
deemed paid as provided in the Series A PCRB Agreement. The Series A PCRB
Trustee shall promptly notify the Trustee by telephone, confirmed in
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writing, of any default in the payment of principal of and premium, if any, and
interest on the Series A PCR Bonds, and shall promptly notify the Trustee by
telephone, confirmed in writing, of any payment of principal of and premium, if
any, and interest (other than payment of regularly scheduled interest) on the
Series A PCR Bonds, or if the Series A PCR Bonds have been paid or deemed paid,
defeased, redeemed, retired, surrendered or canceled. The Trustee shall be
entitled to rely on any such notification received from the Series A PCRB
Trustee.
Each Series I Bond shall be dated the date of authentication thereof by
the Trustee, and shall bear interest on the principal amount thereof from the
interest payment date next preceding the date thereof to which interest has been
paid on the Bonds of said series, or if the date thereof is prior to the record
date (as hereinafter defined) with respect to the first interest payment date
then from the date of original issue of the Series I Bonds, or if the date
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 Series I 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 Series I 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 be a legal holiday
or a day on which banking institutions in Morristown, New Jersey 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.
SECTION 1.04. Transfer and Exchange of Bonds of Series I; Series A PCRB
Trustee as Registered Holder; Restriction on Transfer of Bonds of Series I. The
bonds of Series I may be surrendered for registration or transfer as provided in
Section 2.8 of the Original Indenture, but subject to the restriction set forth
in the immediately succeeding paragraph, at the corporate trust office of the
Trustee at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, XX or the corporate trust
office of its successors, and may be surrendered at said office for exchange for
a like
Page 12
aggregate principal amount of bonds of Series I of other authorized
denominations and upon surrender for exchange of one or more bonds of Series I,
the Company shall execute and the Trustee shall authenticate and there shall be
delivered in exchange therefor a like aggregate principal amount of bonds of
Series I of other authorized denominations. Notwithstanding the provisions of
Section 2.7 of the Original Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any registration or
transfer of bonds of Series I or for the exchange of any bonds of Series I for
such bonds of other authorized denominations.
The bonds of Series I shall be issued to and registered in the name of the
Series A PCRB Trustee and, anything in this Twelfth Supplemental Indenture or
any Series I Bond to the contrary notwithstanding, the bonds of Series I shall
not be sold, assigned, pledged or transferred, except to effect the transfer to
any successor trustee under the Series A PCRB Agreement.
SECTION 1.05. Redemption of the Series I Bonds. If the Series A PCR Bonds
are to be redeemed as a whole or in part on any date as provided in the Series A
PCRB Agreement, a like principal amount of the Series I Bonds shall be redeemed
on such date, at a redemption price equal to the redemption price at which the
Series A PCR Bonds are to be so redeemed, as set forth in the Series A PCRB
Agreement, stated as a percentage of principal amount of the Series I Bonds to
be so redeemed, together in every case with accrued and unpaid interest thereon
to the date fixed for redemption. The Series I Bonds shall be redeemed as
aforesaid in accordance with the provisions hereof and upon not more than
forty-five (45) nor less than thirty (30) days' prior notice given by mail as
provided in Article 6 of the Original Indenture; provided that the Company shall
be deemed to have satisfied such notice requirement if it shall have delivered
to the Series A PCRB Trustee, or received from the Series A PCRB Trustee, as
appropriate, at the time and in the manner specified in the Series A PCRB
Agreement, the notice required pursuant to the Series A PCRB Agreement to be
delivered in connection with the redemption of the Series A PCR Bonds. The
Company shall deliver a copy of such notice to the Trustee at the time of such
delivery to or receipt from the Series A PCRB Trustee.
Redemption of Series I Bonds pursuant to the foregoing provisions of this
Section 1.05 may be made with moneys deposited with or received by the Trustee
pursuant to Section 6.4 of the Original Indenture, or otherwise pursuant to the
Indenture.
Except as provided in this Section 1.05, the Series I Bonds are not
subject to redemption under any provisions of the Indenture.
SECTION 1.06. Payment Date Not a Business Day. If any redemption or
maturity date for principal, premium or interest
Page 13
with respect to the Series I Bonds shall be (i) a Sunday or a legal holiday, or
(ii) a day on which banking institutions are authorized pursuant to law to close
and on which the corporate trust office of the Trustee in Morristown, New Jersey
or the Series A PCRB Trustee is not open for business, then the payment thereof
may be made on the next succeeding day not a day specified in (i) or (ii) with
the same force and effect as if made on the specified payment date and no
interest shall accrue for the period after the specified payment date.
ARTICLE 2
SERIES J BONDS
SECTION 2.01. Designation; Amount. The bonds of Series J shall be
designated "First Mortgage Bonds, Series J" and shall not exceed Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in aggregate principal
amount at any one time outstanding. The Trustee shall authenticate and deliver
up to $89,250,000 aggregate principal amount of Series J Bonds at any time upon
application by the Company and compliance with the applicable provisions of the
Original Indenture.
SECTION 2.02. Form of Bonds of 2001 Series J. The bonds of Series J shall
be issued only in fully registered form without coupons in denominations of
$25,000 and multiples thereof. The bonds of Series J and the certificate of the
Trustee upon said bonds shall be substantially in the forms thereof respectively
set forth in Schedule B appended hereto.
SECTION 2.03. Provisions of Bonds of 2001 Series J; Interest Accrual;
Effect of Payment on Series B PCR Bonds. The bonds of Series J shall mature on
May 1, 2021, and shall bear interest, payable on the interest payment dates
applicable from time to time to the Series B PCR Bonds (each such interest
payment date so applicable to the Series B PCR Bonds being an interest payment
date applicable to the bonds of Series J), until the Company's obligation in
respect of the principal thereof shall be discharged, in amounts equal to the
interest payments due on the Series B PCR Bonds on the interest payment dates
applicable to the bonds of Series J, and shall be payable both as to principal
and interest at the corporate trust office of the Trustee at 00 Xxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate trust office of its
successors, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts. The
interest on the Series J Bonds, 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 Series B PCRB Agreement, all or any portion of the principal
of the Series B PCR Bonds shall become or be declared immediately due and
payable, a like principal amount of the Series J Bonds, together with all
accrued interest thereon,
Page 14
shall, without notice or demand of any kind, become immediately due and payable.
In addition, the Series J Bonds shall be callable for redemption in whole or in
part according to the terms and provisions provided herein in Section 2.05.
Anything in the Indenture or any Series J Bond to the contrary
notwithstanding, the Series J Bonds shall be deemed paid, and all obligations of
the Company to pay at the times provided herein the principal of and premium, if
any, and interest on the Series J Bonds, or to deposit with the Trustee at the
times provided in the Indenture an amount of money sufficient therefor, shall be
satisfied and discharged, when and to the extent that the principal of and
premium, if any, and interest on the Series B PCR Bonds shall have been paid or
deemed paid as provided in the Series B PCRB Agreement. The Series B PCRB
Trustee shall promptly notify the Trustee by telephone, confirmed in writing, of
any default in the payment of principal of and premium, if any, and interest on
the Series B PCR Bonds, and shall promptly notify the Trustee by telephone,
confirmed in writing, of any payment of principal of and premium, if any, and
interest (other than payment of regularly scheduled interest) on the Series B
PCR Bonds, or if the Series B PCR Bonds have been paid or deemed paid, defeased,
redeemed, retired, surrendered or canceled. The Trustee shall be entitled to
rely on any such notification received from the Series B PCRB Trustee.
Each Series J Bond shall be dated the date of authentication thereof by
the Trustee, and shall bear interest on the principal amount thereof from the
interest payment date next preceding the date thereof to which interest has been
paid on the Bonds of said series, or if the date thereof is prior to the record
date (as hereinafter defined) with respect to the first interest payment date
then from the date of original issue of the Series J Bonds, or if the date
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 Series J 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 Series J not less than ten (10) days preceding such record date,
Page 15
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 be a legal holiday
or a day on which banking institutions in Morristown, New Jersey 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.
SECTION 2.04. Transfer and Exchange of Bonds of Series J; Series B PCRB
Trustee as Registered Holder; Restriction on Transfer of Bonds of Series J. The
bonds of Series J may be surrendered for registration or transfer as provided in
Section 2.8 of the Original Indenture, but subject to the restriction set forth
in the immediately succeeding paragraph, at the corporate trust office of the
Trustee at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate
trust office of its successors, and may be surrendered at said office for
exchange for a like aggregate principal amount of bonds of Series J of other
authorized denominations and upon surrender for exchange of one or more bonds of
Series J, the Company shall execute and the Trustee shall authenticate and there
shall be delivered in exchange therefor a like aggregate principal amount of
bonds of Series J of other authorized denominations. Notwithstanding the
provisions of Section 2.7 of the Original Indenture, no charge, except for taxes
or other governmental charges, shall be made by the Company for any registration
or transfer of bonds of Series J or for the exchange of any bonds of Series J
for such bonds of other authorized denominations.
The bonds of Series J shall be issued to and registered in the name of the
Series B PCRB Trustee and, anything in this Twelfth Supplemental Indenture or
any Series J Bond to the contrary notwithstanding, the bonds of Series J shall
not be sold, assigned, pledged or transferred, except to effect the transfer to
any successor trustee under the Series B PCRB Agreement.
SECTION 2.05. Redemption of the Series J Bonds. If the Series B PCR Bonds
are to be redeemed as a whole or in part on any date as provided in the Series B
PCRB Agreement, a like principal amount of the Series J Bonds shall be redeemed
on such date, at a redemption price equal to the redemption price at which the
Series B PCR Bonds are to be so redeemed, as set forth in the Series B PCRB
Agreement, stated as a percentage of principal amount of the Series B Bonds to
be so redeemed, together in every case with accrued and unpaid interest thereon
to the date fixed for redemption. The Series J Bonds shall be redeemed as
aforesaid in accordance with the provisions hereof and upon not more than
forty-five (45) nor less than thirty (30) days' prior notice given by mail as
provided in Article 6 of the Original Indenture; provided that the Company shall
be deemed to have satisfied such notice requirement if it shall have delivered
Page 16
to the Series B PCRB Trustee, or received from the Series B PCRB Trustee, as
appropriate, at the time and in the manner specified in the Series B PCRB
Agreement, the notice required pursuant to the Series B PCRB Agreement to be
delivered in connection with the redemption of the Series B PCR Bonds. The
Company shall deliver a copy of such notice to the Trustee at the time of such
delivery to or receipt from the Series B PCRB Trustee.
Redemption of Series J Bonds pursuant to the foregoing provisions of this
Section 2.05 may be made with moneys deposited with or received by the Trustee
pursuant to Section 6.4 of the Original Indenture, or otherwise pursuant to the
Indenture.
Except as provided in this Section 2.05, the Series J Bonds are not
subject to redemption under any provisions of the Indenture.
SECTION 2.06. Payment Date Not a Business Day. If any redemption or
maturity date for principal, premium or interest with respect to the Series J
Bonds shall be (i) a Sunday or a legal holiday, or (ii) a day on which banking
institutions are authorized pursuant to law to close and on which the corporate
trust office of the Trustee in Morristown, New Jersey or the Series B PCRB
Trustee is not open for business, then the payment thereof may be made on the
next succeeding day not a day specified in (i) or (ii) with the same force and
effect as if made on the specified payment date and no interest shall accrue for
the period after the specified payment date.
ARTICLE 3
SERIES K BONDS
SECTION 3.01. Designation; Amount. The Series K Bonds shall be designated
"5.45% First Mortgage Bonds, Series K" and shall not exceed One Hundred Eight
Million Nine Hundred Eighty Five Thousand Dollars ($108,985,000) aggregate
principal amount at any one time outstanding. The Trustee shall authenticate and
deliver up to $108,985,000 aggregate principal amount of Series K Bonds at any
time upon application of the Company.
SECTION 3.02. Form of Bonds of 2001 Series K. The bonds of Series K shall
be issued in denominations of $5,000 and multiples thereof. The Series K Bonds
and the certificate of the Trustee upon said bonds shall be substantially in the
forms thereof respectively set forth in Schedule C appended hereto.
SECTION 3.03. Provisions of Bonds of 2001 Series K; Interest Accrual;
Effect of Payment on Series C PCR Bonds. The Series K Bonds shall mature on May
1, 2021, and shall bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months), payable semiannually on the first day of
May and November of each year, at the rate specified in their title, until the
Company's obligation in respect of the principal
Page 17
thereof shall be discharged and shall be payable as to principal, premium, if
any, and interest at the corporate trust office of the Trustee at 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey or the corporate trust office of its
successors, in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts. The
interest on the Series K Bonds, 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 Series C PCRB Agreement, the principal of the Series C PCR
Bonds shall become or be declared immediately due and payable, the principal of
the Series K Bonds, together with all accrued interest thereon, shall, without
notice or demand of any kind, become immediately due and payable. In addition,
the Series K Bonds shall be callable for redemption in whole or in part
according to the terms and provisions provided herein in Section 3.05.
Anything in the Indenture or any Series K Bond to the contrary
notwithstanding, the Series K Bonds shall be deemed paid, and all obligations of
the Company to pay at the times provided herein the principal of and premium, if
any, and interest on the Series K Bonds, or to deposit with the Trustee at the
times provided in the Indenture an amount of money sufficient therefor, shall be
satisfied and discharged, when and to the extent that the principal of and
premium, if any, and interest on the Series C PCR Bonds shall have been paid or
deemed paid as provided in the Series C PCRB Agreement. The Series C PCRB
Trustee shall promptly notify the Trustee by telephone, confirmed in writing, of
any default in the payment of principal of and premium, if any, and interest on
the Series C PCR Bonds, and shall promptly notify the Trustee by telephone,
confirmed in writing, of any payment of principal of and premium, if any, and
interest (other than payment of regularly scheduled interest) on the Series C
PCR Bonds, or if the Series C PCR Bonds have been paid or deemed paid, defeased,
redeemed, retired, surrendered or canceled. The Trustee shall be entitled to
rely on any such notification received from the Series C PCRB Trustee.
Each Series K Bond shall be dated as of the date of authentication thereof
by the Trustee 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 said series, or if the
date of authentication thereof is prior to the record date (as hereinafter
defined) with respect to the first interest payment date then from December 1,
2001, 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 Series K is registered
Page 18
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 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 Series K not less than ten (10) days preceding such record date,
which record date shall be not more than thirty (30) days prior to the
subsequent interest payment date. The term "record date" as used in this section
3.03 with respect to any regular interest payment date (i.e. May 1 or November
1) shall mean the day next preceding such interest payment date, or, if such day
shall be a legal holiday or a day on which banking institutions in Morristown,
New Jersey 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.
SECTION 3.04. Transfer and Exchange of Bonds of Series K; Series C PCRB
Trustee as Registered Holder; Restriction on Transfer of Bonds of Series K. The
bonds of Series K may be surrendered for registration or transfer as provided in
Section 2.8 of the Original Indenture, but subject to the restriction set forth
in the immediately succeeding paragraph, at the corporate trust office of the
Trustee at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate
trust office of its successors, and may be surrendered at said office for
exchange for a like aggregate principal amount of bonds of Series K of other
authorized denominations and, upon surrender for exchange of one or more bonds
of Series K, the Company shall execute and the Trustee shall authenticate and
there shall be delivered in exchange therefor a like aggregate principal amount
of bonds of Series K of other authorized denominations. Notwithstanding the
provisions of Section 2.7 of the Original Indenture, no charge, except for taxes
or other governmental charges, shall be made by the Company for any registration
or transfer of bonds of Series K or for the exchange of any bonds of Series K
for such bonds of other authorized denominations.
The bonds of Series K shall be issued to and registered in the name of the
Series C PCRB Trustee and, anything in the Indenture or any bond of Series K to
the contrary notwithstanding, the bonds of Series K shall not be sold, assigned,
pledged or transferred, except to effect the transfer to any successor trustee
under the Series C PCRB Agreement.
SECTION 3.05. Redemption of the Series K Bonds. If the
Page 19
Series C PCR Bonds are to be redeemed as a whole or in part on any date as
provided in the Series C PCRB Agreement, a like principal amount of the Series K
Bonds shall be redeemed on such date, at a redemption price equal to the
redemption price at which the Series C PCR Bonds are to be so redeemed, as set
forth in the Series C PCRB Agreement, stated as a percentage of the principal
amount of the Series K Bonds to be so redeemed, together in every case with
accrued and unpaid interest thereon to the date fixed for redemption. The Series
K Bonds shall be redeemed as aforesaid in accordance with the provisions hereof
and upon not more than forty-five (45) nor less than thirty (30) days' prior
notice given by mail as provided in Article 6 of the Original Indenture;
provided that the Company shall be deemed to have satisfied such notice
requirement if it shall have delivered to the Series C PCRB Trustee, or received
from the Series C PCRB Trustee, as appropriate, at the time and in the manner
specified in the Series C PCRB Agreement, the notice required pursuant to the
Series C PCRB Agreement to be delivered in connection with the redemption of the
Series C PCR Bonds. The Company shall deliver a copy of such notice to the
Trustee at the time of such delivery to or receipt from the Series C PCRB
Trustee.
Redemption of Series K Bonds pursuant to the foregoing provisions of this
Section 3.05 may be made with moneys deposited with or received by the Trustee
pursuant to Section 6.4 of the Original Indenture, or otherwise pursuant to the
Indenture.
Except as provided in this Section 3.05, the Series K Bonds are not
subject to redemption under any provisions of the Indenture.
SECTION 3.06. Payment Date Not a Business Day. If any redemption or
maturity date for principal, premium or interest with respect to the Series K
Bonds shall be (i) a Sunday or a legal holiday, or (ii) a day on which banking
institutions are authorized pursuant to law to close and on which the corporate
trust office of the Trustee in Morristown, New Jersey or the Series C PCRB
Trustee is not open for business, then the payment thereof may be made on the
next succeeding day not a day specified in (i) or (ii) with the same force and
effect as if made on the specified payment date and no interest shall accrue for
the period after the specified payment date.
ARTICLE 4
MISCELLANEOUS PROVISIONS
SECTION 4.01. Recitals. The recitals in this Twelfth Supplemental
Indenture shall be taken as recitals by the Company alone, and shall not be
considered as made by or as imposing any obligation or liability upon the
Trustee, nor shall the Trustee be held responsible for the legality or validity
of this Twelfth Supplemental Indenture, and the Trustee makes no covenants or
representations, and shall not be responsible, as to or for the effect,
authorization, execution, delivery or recording of this
Page 20
Twelfth Supplemental Indenture, except as expressly set forth in the Original
Indenture. The Trustee shall not be taken impliedly to waive by this Twelfth
Supplemental Indenture any right it would otherwise have.
SECTION 4.02. Benefits of Supplemental Indenture. Nothing in this Twelfth
Supplemental Indenture, expressed or implied, is intended or shall be construed
to confer upon, or give to, any person, firm or corporation, other than the
parties hereto and the holders of the bonds, any right, remedy or claim under or
by reason of the Indenture or any covenant, condition or stipulation thereof;
and the covenants, stipulations and agreements in the Indenture contained are
and shall be for the sole and exclusive benefit of the parties hereto, their
successors and assigns, and holders of the bonds.
SECTION 4.03. Effect of Supplemental Indenture. This Twelfth Supplemental
Indenture is executed, shall be construed as and is expressly stated to be an
indenture supplemental to the Original Indenture and shall form a part of the
Indenture; and the Original Indenture, as supplemented and amended by this
Twelfth Supplemental Indenture, is hereby confirmed and adopted by the Company
as its obligation. All terms used in this Twelfth Supplemental Indenture shall
be taken to have the meaning specified in the Original Indenture, except in
cases where the context clearly indicates otherwise.
SECTION 4.04. Termination. This Twelfth Supplemental Indenture shall
become void when the Indenture shall be void.
SECTION 4.05. Trust Indenture Act. If and to the extent that any provision
of this Twelfth Supplemental Indenture limits, qualifies or conflicts with any
of the applicable provisions of Sections 310 to 317, inclusive, of the Trust
Indenture Act of 1939, as amended, such required provision shall control.
SECTION 4.06. Counterparts. This Twelfth Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which shall be
deemed an original; and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument, which shall for all
purposes be sufficiently evidenced by any such original counterpart.
SECTION 4.07. Notices. Any notice to the Trustee under any provision of
this Twelfth Supplemental Indenture shall be sufficiently given if served
personally upon a responsible officer of the Trustee or mailed by registered or
certified mail, postage prepaid, addressed to the Trustee at its corporate trust
office, which is 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 as of
the date hereof. The Trustee shall notify the Company from time to time of any
change in the address of its corporate trust office.
Page 21
IN WITNESS WHEREOF, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE has caused
this instrument to be executed and its corporate seal to be hereto affixed, by
its officers, thereunto duly authorized, and FIRST UNION NATIONAL BANK has
caused this instrument to be executed and its corporate seal to be hereto
affixed by its officers thereunto duly authorized, all as of the day and year
first above written but actually executed on December ____, 2001.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
[CORPORATE SEAL] By /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest: /s/ O. Xxx Xxxxxxxx
Name: O. Xxx Xxxxxxxx
Title: Secretary
Signed, sealed and delivered by
Public Service Company of New
Hampshire in the presence of us:
Witnesses
FIRST UNION NATIONAL BANK
as Trustee as aforesaid
By /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
[CORPORATE SEAL]
Attest:
Name: _______________
Title: _______________
Signed, sealed and delivered by
First Union National Bank in
the presence of us:
________________ ________________
Witnesses
Page 22
SCHEDULE A
(FORM OF BONDS OF SERIES I)
THIS BOND IS TRANSFERABLE ONLY AS PROVIDED HEREIN
No.
$89,250,000
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Incorporated under the Laws of the State of New Hampshire
FIRST MORTGAGE BOND, SERIES I
PRINCIPAL DUE MAY 1, 2021
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a corporation
organized and existing under the laws of the State of New Hampshire (hereinafter
called the Company), hereby promises to pay to State Street Bank and Trust
Company, as Trustee under the Series A PCRB Agreement (as defined on the reverse
hereof), or registered assigns, subject to the conditions set forth in this
Bond, the principal sum of Eighty Nine Million Two Hundred Fifty Thousand
Dollars ($89,250,000), on the first day of May, 2021, and to pay interest on
said sum, on the interest payment dates applicable from time to time to the
Series A PCR Bonds (as defined on the reverse hereof) (each such interest
payment date so applicable to such Series A PCR Bonds being an interest payment
date applicable to this Bond), until the Company's obligation with respect to
said principal sum shall be discharged, in amounts equal to the interest
payments due on such Series A PCR Bonds on such interest payment dates
applicable to this Bond. This Bond shall bear interest as aforesaid from the
interest payment date next preceding the date hereof to which such interest has
been paid on the Bonds of this series, or if the date hereof is prior to the
record date with respect to the first interest payment date then from the date
of original issue of the Bonds of this series, or if the date hereof is an
interest
Page 23
payment date to which interest is being paid or date between the record date for
any such interest payment date and such interest payment date, then from such
interest payment date. Principal, premium, if any, and interest shall be payable
at the corporate trust office of First Union National Bank (herein, with its
successors, generally called the "Trustee") at 00 Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxxx, New Jersey, or the corporate trust office of its successor, in such
coin or currency of the United State 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) due on
any interest payment date 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 be a legal holiday or a day on which banking institutions in Morristown,
New Jersey 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 the Trustee.
IN WITNESS WHEREOF, Public Service Company of New Hampshire has caused
this bond to be executed in its corporate name and on its behalf by its Vice
President and Treasurer by his signature or a facsimile thereof, and its
corporate seal to be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary.
Dated as of December 19, 2001.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest:
by /s/ O. Xxx Xxxxxxxx
Name: O. Xxx Xxxxxxxx
Title: Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
First Union National Bank hereby certifies that this bond is one of the
bonds described in the within mentioned Indenture.
FIRST UNION NATIONAL BANK, TRUSTEE
By _______________________________
Name:
Title: Authorized Officer
Page 24
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
First Mortgage Bond, Series I
This Bond is one of a series of Bonds in fully registered form known as
the "First Mortgage Bonds, Series I" of the Company, limited to Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in aggregate principal
amount, and issued under and pursuant to a First Mortgage Indenture between the
Company and New England Merchants National Bank (later known as Bank of New
England, National Association), as Trustee, dated as of August 15, 1978, as
amended, and pursuant to which First Union National Bank is now Successor
Trustee (said First Mortgage Indenture (i) as amended by the Tenth Supplemental
Indenture thereto, being hereinafter generally called the "Original Indenture,"
and (ii) together with the Eleventh and Twelfth Supplemental Indentures, and all
other indentures expressly stated to be supplemental thereto, being hereinafter
generally called the "Indenture"), and together with all bonds of all series now
outstanding or hereafter issued under the Indenture being equally and ratably
secured (except as any sinking or other analogous fund, established in
accordance with the provisions of the Indenture, may afford additional security
for the bonds of any particular series) by the Indenture, to which Indenture
(executed counterparts of which are on file at the corporate trust office of the
Trustee in Morristown, New Jersey) reference is hereby made for a description of
the nature and extent of the security, the rights thereunder of the holders of
bonds issued and to be issued thereunder, the rights, duties and immunities
thereunder of the Trustee, the rights and obligations thereunder
Page 25
of the Company, and the terms and conditions upon which Bonds of this series,
and bonds of other series, are issued and are to be issued; but neither the
foregoing reference to the Indenture nor any provision of this Bond or of the
Indenture shall affect or impair the obligation of the Company, which is
absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this Bond as herein provided.
This bond, together with all other bonds of this series, if any, is issued
to evidence and secure the Company's obligation under a Series A Loan and Trust
Agreement dated as of October 1, 2001 (herein called the "Series A PCRB
Agreement"), by and among the Business Finance Authority of the State of New
Hampshire (herein called the "Authority"), the Company and State Street Bank and
Trust Company, as trustee (herein called the "Series A PCRB Trustee"), to make
loan payments as described below and to provide security for the Pollution
Control Revenue Bonds (Public Service Company of New Hampshire Project - 2001
Tax-Exempt Series A) (herein called the "Series A PCR Bonds") issued by the
Authority in a principal amount of $89,250,000 pursuant to the Series A PCRB
Agreement. Pursuant to the Series A PCRB Agreement, the Authority, on the date
of original issue, loaned the proceeds from the sale of the Series A PCR Bonds
to the Company to finance and refinance a portion of the Company's share of
expenditures, including financing costs, relating to the construction of certain
pollution control, sewage and/or solid waste disposal facilities required for
the operation of the Seabrook nuclear-fueled, steam electric generating plant,
Unit 1, located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest. The Series A PCR Bonds are special obligations of the
Authority, payable solely out of the revenues and other receipts, funds and
moneys derived by the Authority under the Series A PCRB Agreement and from any
amounts otherwise available under the Series A PCRB Agreement for the payment of
the Series A PCR Bonds. Such revenues and other receipts, funds, moneys and
amounts have been, pursuant to the Series A PCRB Agreement, assigned and pledged
by the Authority to the Series A PCRB Trustee as security for the Series A PCR
Bonds and include loan payments required to be made by the Company to the Series
A PCRB Trustee for the account of the Authority pursuant to the Series A PCRB
Agreement in amounts equal to the amounts payable with respect to the Series A
PCR Bonds. This Bond, together with all other Bonds of this series, if any, has
been issued to and registered in the name of the Series A PCRB Trustee and,
anything in the Indenture or any Bond of this series to the contrary
notwithstanding, the Bonds of this series shall not be sold, assigned, pledged
or transferred, except to effect the transfer to any successor trustee under the
Series A PCRB Agreement.
Anything in the Indenture or any Bond of this series to the contrary
notwithstanding, the Bonds of this series shall be deemed paid, and all
obligations of the Company to pay at the times provided herein the principal of
and premium, if any, and
Page 26
interest on the Bonds of this series, or to deposit with the Trustee at the
times provided in the Indenture an amount of money sufficient therefor, shall be
satisfied and discharged, when and to the extent that the principal of and
premium, if any, and interest on the Series A PCR Bonds shall have been paid or
deemed paid as provided in the Series A PCRB Agreement.
The bonds of this Series I in permanent form are issuable in denominations
of twenty five thousand dollars ($25,000) and multiples thereof.
Subject to the restriction on transfer set forth above, this Bond is
transferable by the registered owner hereof upon surrender hereof at the
corporate trust office of the Trustee, together with a written instrument of
transfer in approved form, signed by the owner or his duly authorized attorney,
and a new Bond or Bonds of this series for a like principal amount will be
issued in exchange, all as provided in the Indenture. Prior to due presentment
for registration of transfer of this 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 corporate trust office of the Trustee at 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate trust office of its
successors, for an equal principal amount of bonds of this series of other
authorized denominations, in the manner and on the terms provided in the
Indenture.
If, pursuant to the Series A PCRB Agreement, all or a portion of the
principal of the Series A PCR Bonds shall become or be declared immediately due
and payable, a like principal amount of the Bonds of this series, together with
all accrued interest thereon, shall without notice or demand of any kind, become
immediately due and payable. The Series A PCR Bonds are subject to such
acceleration upon the occurrence and continuance of any of the "Events of
Default" specified in the Series A PCRB Agreement.
If the Series A PCR Bonds are to be redeemed as a whole or in part on any
date as provided in the Series A PCRB Agreement, a like principal amount of the
Series I Bonds shall be redeemed on such date, at a redemption price equal to
the redemption price at which the Series A PCR Bonds are to be so redeemed, as
set forth in the Series A PCRB Agreement, stated as a percentage of principal
amount of the Series I Bonds to be so redeemed, together in every case with
accrued and unpaid interest thereon to the date fixed for redemption. The Series
I Bonds shall be redeemed as aforesaid in accordance with the provisions of the
Indenture and upon not more than forty-five (45) nor less than
Page 27
thirty (30) days' prior notice given by mail as provided in Indenture; provided
that the Company shall be deemed to have satisfied such notice requirement if it
shall have delivered to the Series A PCRB Trustee, or received from the Series A
PCRB Trustee, as appropriate, at the time and in the manner specified in the
Series A PCRB Agreement, the notice required pursuant to the Series A PCRB
Agreement to be delivered in connection with the redemption of the Series A PCR
Bonds. The Company shall deliver a copy of such notice to the Trustee at the
time of such delivery to or receipt from the Series A PCRB Trustee.
Except as provided in the immediately preceding paragraph, the Bonds of
this series are not subject to redemption under any provisions of the Indenture.
If this Bond is called in whole or in part, and if moneys have been duly
deposited or otherwise made available to the Trustee for redemption hereof, or
of the part hereof so called, as required in the Indenture, this Bond, or such
called part hereof, shall be due and payable on the date fixed for redemption
and thereafter this Bond, or such called part hereof, shall cease to bear
interest on the date fixed for redemption and shall cease to be entitled to the
lien of the Indenture, and, as respects the Company's liability hereon, this
Bond, or such called part hereof, shall be deemed to have been paid; but, if
less than the whole principal amount hereof shall be so called, the registered
owner hereof shall be entitled, in addition to the sums payable on account of
the part called, to receive, without expense to such owner, upon surrender
hereof, one or more Bonds of this series for an aggregate principal amount equal
to that part of the principal amount hereof not then called and paid.
The Indenture contains provisions permitting the Company and the Trustee
to effect, by supplemental indenture, certain modifications of the Indenture
without any consent of the holders of the bonds, and to effect certain other
modifications of the Indenture, and of the rights of the holders of the bonds,
with the consent of the holders of not less than a majority in aggregate
principal amount of all bonds issued under the Indenture at the time
outstanding, or in case one or more, but less than all, of the series of said
bonds then outstanding are affected, with the consent of the holders of not less
than a majority in aggregate principal amount of said outstanding bonds of each
series affected.
No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this Bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture, to or against any incorporator or against
any stockholder, director or officer, past, present or future, as such, of the
Company or any affiliate of the Company, or of any predecessor or successor
company, either directly or through the Company, or such predecessor or
successor company or any trustee, receiver or assignee or otherwise, under any
constitution, or statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators, stockholders,
directors or officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this Bond and as part of the consideration for
the issuance hereof and being likewise waived and released by the terms of the
Indenture.
Page 28
SCHEDULE B
(FORM OF BONDS OF SERIES J)
THIS BOND IS TRANSFERABLE ONLY AS PROVIDED HEREIN
No.
$89,250,000
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Incorporated under the Laws of the State of New Hampshire
FIRST MORTGAGE BOND, SERIES J
PRINCIPAL DUE MAY 1, 2021
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a corporation
organized and existing under the laws of the State of New Hampshire (hereinafter
called the Company), hereby promises to pay to State Street Bank and Trust
Company, as Trustee under the Series B PCRB Agreement (as defined on the reverse
hereof), or registered assigns, subject to the conditions set forth in this
Bond, the principal sum of Eighty Nine Million Two Hundred Fifty Thousand
Dollars ($89,250,000), on the first day of May, 2021, and to pay interest on
said sum, on the interest payment dates applicable from time to time to the
Series B PCR Bonds (as defined on the reverse hereof) (each such interest
payment date so applicable to such Series B PCR Bonds being an interest payment
date applicable to this Bond), until the Company's obligation with respect to
said principal sum shall be discharged, in amounts equal to the interest
payments due on such Series B PCR Bonds on such interest payment dates
applicable to this Bond. This Bond shall bear interest as aforesaid from the
interest payment date next preceding the date hereof to which such interest has
been paid on the Bonds of this series, or if the date hereof is prior to the
record date with respect to the first interest payment date then from the date
of original issue of the Bonds of this series, or if the date hereof is an
interest payment date to which interest is being paid or date between the record
date for any such interest payment date and such interest payment date, then
from such interest payment date. Principal, premium, if any, and interest shall
be payable at the corporate trust office of First Union National Bank (herein,
with its successors, generally called the "Trustee") at 00 Xxxxx Xxxxxx,
Page 29
3rd Floor, Morristown, New Jersey, or the corporate trust office of its
successor, in such coin or currency of the United State 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) due on
any interest payment date 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 be a legal holiday or a day on which banking institutions in Morristown,
New Jersey 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 the Trustee.
IN WITNESS WHEREOF, Public Service Company of New Hampshire has caused
this bond to be executed in its corporate name and on its behalf by its Vice
President and Treasurer by his signature or a facsimile thereof, and its
corporate seal to be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary.
Dated as of December 19, 2001.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest:
By /s/ O. Xxx Xxxxxxxx
Name: O. Xxx Xxxxxxxx
Title: Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
First Union National Bank hereby certifies that this bond is one of the
bonds described in the within mentioned Indenture.
FIRST UNION NATIONAL BANK, TRUSTEE
By _______________________________
Name:
Title: Authorized Officer
Page 30
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
First Mortgage Bond, Series J
This Bond is one of a series of Bonds in fully registered form known as
the "First Mortgage Bonds, Series J" of the Company, limited to Eighty Nine
Million Two Hundred Fifty Thousand Dollars ($89,250,000) in aggregate principal
amount, and issued under and pursuant to a First Mortgage Indenture between the
Company and New England Merchants National Bank (later known as Bank of New
England, National Association), as Trustee, dated as of August 15, 1978, as
amended, and pursuant to which First Union National Bank is now Successor
Trustee (said First Mortgage Indenture (i) as amended by the Tenth Supplemental
Indenture thereto, being hereinafter generally called the "Original Indenture,"
and (ii) together with the Eleventh and Twelfth Supplemental Indentures and all
other indentures expressly stated to be supplemental thereto, being hereinafter
generally called the "Indenture"), and together with all bonds of all series now
outstanding or hereafter issued under the Indenture being equally and ratably
secured (except as any sinking or other analogous fund, established in
accordance with the provisions of the Indenture, may afford additional security
for the bonds of any particular series) by the Indenture, to which Indenture
(executed counterparts of which are on file at the corporate trust office of the
Trustee in Morristown, New Jersey) reference is hereby made for a description of
the nature and extent of the security, the rights thereunder of the holders of
bonds issued and to be issued thereunder, the rights, duties and immunities
thereunder of the Trustee, the rights and obligations thereunder of the Company,
and the terms and conditions upon which Bonds of this series, and bonds of other
series, are issued and are to be issued; but neither the foregoing reference to
the Indenture nor any provision of this Bond or of the Indenture shall affect or
impair the obligation of the Company, which is absolute, unconditional and
unalterable, to pay at the maturities herein provided the principal of and
interest on this Bond as herein provided.
This bond, together with all other bonds of this series, if any, is issued
to evidence and secure the Company's obligation under a Series B Loan and Trust
Agreement dated as of October 1, 2001 (herein called the "Series B PCRB
Agreement"), by and among the Business Finance Authority of the State of New
Hampshire (herein called the "Authority"), the Company and State Street
Page 31
Bank and Trust Company, as trustee (herein called the "Series B PCRB Trustee"),
to make loan payments as described below and to provide security for the
Pollution Control Revenue Bonds (Public Service Company of New Hampshire Project
- 2001 Tax-Exempt Series B) (herein called the "Series B PCR Bonds") issued by
the Authority in a principal amount of $89,250,000 pursuant to the Series B PCRB
Agreement. Pursuant to the Series B PCRB Agreement, the Authority, on the date
of original issue, loaned the proceeds from the sale of the Series B PCR Bonds
to the Company to finance and refinance a portion of the Company's share of
expenditures, including financing costs, relating to the construction of certain
pollution control, sewage and/or solid waste disposal facilities required for
the operation of the Seabrook nuclear-fueled, steam electric generating plant,
Unit 1, located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest. The Series B PCR Bonds are special obligations of the
Authority, payable solely out of the revenues and other receipts, funds and
moneys derived by the Authority under the Series B PCRB Agreement and from any
amounts otherwise available under the Series B PCRB Agreement for the payment of
the Series B PCR Bonds. Such revenues and other receipts, funds, moneys and
amounts have been, pursuant to the Series B PCRB Agreement, assigned and pledged
by the Authority to the Series B PCRB Trustee as security for the Series B PCR
Bonds and include loan payments required to be made by the Company to the Series
B PCRB Trustee for the account of the Authority pursuant to the Series B PCRB
Agreement in amounts equal to the amounts payable with respect to the Series B
PCR Bonds. This Bond, together with all other Bonds of this series, if any, has
been issued to and registered in the name of the Series B PCRB Trustee and,
anything in the Indenture or any Bond of this series to the contrary
notwithstanding, the Bonds of this series shall not be sold, assigned, pledged
or transferred, except to effect the transfer to any successor trustee under the
Series B PCRB Agreement.
Anything in the Indenture or any Bond of this series to the contrary
notwithstanding, the Bonds of this series shall be deemed paid, and all
obligations of the Company to pay at the times provided herein the principal of
and premium, if any, and interest on the Bonds of this series, or to deposit
with the Trustee at the times provided in the Indenture an amount of money
sufficient therefor, shall be satisfied and discharged, when and to the extent
that the principal of and premium, if any, and interest on the Series B PCR
Bonds shall have been paid or deemed paid as provided in the Series B PCRB
Agreement.
The bonds of this Series J in permanent form are issuable in denominations
of twenty five thousand dollars ($25,000) and multiples thereof.
Subject to the restriction on transfer set forth above, this Bond is
transferable by the registered owner hereof upon surrender hereof at the
corporate trust office of the Trustee, together with a written instrument of
transfer in approved form,
Page 32
signed by the owner or his duly authorized attorney, and a new Bond or Bonds of
this series for a like principal amount will be issued in exchange, all as
provided in the Indenture. Prior to due presentment for registration of transfer
of this 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 corporate trust office of the Trustee at 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate trust office of its
successors, for an equal principal amount of bonds of this series of other
authorized denominations, in the manner and on the terms provided in the
Indenture.
If, pursuant to the Series B PCRB Agreement, all or a portion of the
principal of the Series B PCR Bonds shall become or be declared immediately due
and payable, a like principal amount of the Bonds of this series, together with
all accrued interest thereon, shall without notice or demand of any kind, become
immediately due and payable. The Series B PCR Bonds are subject to such
acceleration upon the occurrence and continuance of any of the "Events of
Default" specified in the Series B PCRB Agreement.
If the Series B PCR Bonds are to be redeemed as a whole or in part on any
date as provided in the Series B PCRB Agreement, a like principal amount of the
Series J Bonds shall be redeemed on such date, at a redemption price equal to
the redemption price at which the Series B PCR Bonds are to be so redeemed, as
set forth in the Series B PCRB Agreement, stated as a percentage of principal
amount of the Series J Bonds to be so redeemed, together in every case with
accrued and unpaid interest thereon to the date fixed for redemption. The Series
J Bonds shall be redeemed as aforesaid in accordance with the provisions of the
Indenture and upon not more than forty-five (45) nor less than thirty (30) days'
prior notice given by mail as provided in Indenture; provided that the Company
shall be deemed to have satisfied such notice requirement if it shall have
delivered to the Series B PCRB Trustee, or received from the Series B PCRB
Trustee, as appropriate, at the time and in the manner specified in the Series B
PCRB Agreement, the notice required pursuant to the Series B PCRB Agreement to
be delivered in connection with the redemption of the Series B PCR Bonds. The
Company shall deliver a copy of such notice to the Trustee at the time of such
delivery to or receipt from the Series B PCRB Trustee.
Except as provided in the immediately preceding paragraph, the Bonds of
this series are not subject to redemption under any provisions of the Indenture.
Page 33
If this Bond is called in whole or in part, and if moneys have been duly
deposited or otherwise made available to the Trustee for redemption hereof, or
of the part hereof so called, as required in the Indenture, this Bond, or such
called part hereof, shall be due and payable on the date fixed for redemption
and thereafter this Bond, or such called part hereof, shall cease to bear
interest on the date fixed for redemption and shall cease to be entitled to the
lien of the Indenture, and, as respects the Company's liability hereon, this
Bond, or such called part hereof, shall be deemed to have been paid; but, if
less than the whole principal amount hereof shall be so called, the registered
owner hereof shall be entitled, in addition to the sums payable on account of
the part called, to receive, without expense to such owner, upon surrender
hereof, one or more Bonds of this series for an aggregate principal amount equal
to that part of the principal amount hereof not then called and paid.
The Indenture contains provisions permitting the Company and the Trustee
to effect, by supplemental indenture, certain modifications of the Indenture
without any consent of the holders of the bonds, and to effect certain other
modifications of the Indenture, and of the rights of the holders of the bonds,
with the consent of the holders of not less than a majority in aggregate
principal amount of all bonds issued under the Indenture at the time
outstanding, or in case one or more, but less than all, of the series of said
bonds then outstanding are affected, with the consent of the holders of not less
than a majority in aggregate principal amount of said outstanding bonds of each
series affected.
No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this Bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture, to or against any incorporator or against
any stockholder, director or officer, past, present or future, as such, of the
Company or any affiliate of the Company, or of any predecessor or successor
company, either directly or through the Company, or such predecessor or
successor company or any trustee, receiver or assignee or otherwise, under any
constitution, or statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators, stockholders,
directors or officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this Bond and as part of the consideration for
the issuance hereof and being likewise waived and released by the terms of the
Indenture.
Page 34
SCHEDULE C
(FORM OF BONDS OF SERIES K)
THIS BOND IS TRANSFERABLE ONLY AS PROVIDED HEREIN
No.
$108,985,000
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Incorporated under the Laws of the State of New Hampshire
5.45% FIRST MORTGAGE BOND, SERIES K
PRINCIPAL DUE MAY 1, 2021
FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, a corporation
organized and existing under the laws of the State of New Hampshire (hereinafter
called the Company), hereby promises to pay to State Street Bank and Trust
Company, as Trustee under the Series C PCRB Agreement (as defined on the reverse
hereof), or registered assigns, subject to the conditions set forth in this
Bond, the principal sum of One Hundred Eight Million Nine Hundred Eight Five
Thousand Dollars ($108,985,000), on the first day of May, 2021, and to pay
interest on said sum (computed on the basis of a 360-day year consisting of
twelve 30 day months), semiannually on the first day of May and November, until
the Company's obligation with respect to said principal sum shall be discharged,
at the rate per annum specified in the title of this Bond 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 the record date with respect to the first interest payment
with respect to the first interest payment date, then from December 1, 2001, 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 such interest
payment and such interest payment date, then from such interest payment date.
Principal, premium, if any, and interest shall be payable at the corporate trust
office of First Union National Bank (herein, with its successors, generally
called the "Trustee") at 00 Xxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or
the corporate trust office of its successor, in such coin or currency of the
United State 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) due on
any interest payment date 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 be a legal holiday or a day on which banking institutions in Morristown,
New Jersey 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
Page 35
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 the Trustee.
IN WITNESS WHEREOF, Public Service Company of New Hampshire has caused
this bond to be executed in its corporate name and on its behalf by its Vice
President and Treasurer by his signature or a facsimile thereof, and its
corporate seal to be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Secretary.
Dated as of December 1, 2001.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By /s/ Xxxxx X. XxXxxx
Name: Xxxxx X. XxXxxx
Title: Vice President and Treasurer
Attest:
By: O. Xxx Xxxxxxxx
Name: O. Xxx Xxxxxxxx
Title: Secretary
[FORM OF TRUSTEE'S CERTIFICATE]
First Union National Bank hereby certifies that this bond is one of the
bonds described in the within mentioned Indenture.
FIRST UNION NATIONAL BANK, TRUSTEE
By _______________________________
Name:
Title: Authorized Officer
Page 36
[FORM OF BOND]
[REVERSE]
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
5.45% First Mortgage Bond, Series K
This Bond is one of a series of Bonds in fully registered form known as
the "5.45% First Mortgage Bonds, Series K" of the Company, limited to One
Hundred Eight Nine Hundred Eighty Five Thousand Dollars ($108,985,000) in
aggregate principal amount, and issued under and pursuant to a First Mortgage
Indenture between the Company and New England Merchants National Bank (later
known as Bank of New England, National Association), as Trustee, dated as of
August 15, 1978, as amended, and pursuant to which First Union National Bank is
now Successor Trustee (said First Mortgage Indenture (i) as amended by the Tenth
Supplemental Indenture thereto, being hereinafter generally called the "Original
Indenture," and (ii) together with the Eleventh and Twelfth Supplemental
Indentures and all other indentures expressly stated to be supplemental thereto,
being hereinafter generally called the "Indenture"), and together with all bonds
of all series now outstanding or hereafter issued under the Indenture being
equally and ratably secured (except as any sinking or other analogous fund,
established in accordance with the provisions of the Indenture, may afford
additional security for the bonds of any particular series) by the Indenture, to
which Indenture (executed counterparts of which are on file at the corporate
trust office of the Trustee in Morristown, New Jersey) reference is hereby made
for a description of the nature and extent of the security, the rights
thereunder of the holders of bonds issued and to be issued thereunder, the
rights, duties and immunities thereunder of the Trustee, the rights and
obligations thereunder of the Company, and the terms and conditions upon which
Bonds of this series, and bonds of other series, are issued and are to be
issued; but neither the foregoing reference to the Indenture nor any provision
of this Bond or of the Indenture shall affect or impair the obligation of the
Company, which is absolute, unconditional and unalterable, to pay at the
maturities herein provided the principal of and interest on this Bond as herein
provided.
This bond, together with all other bonds of this series, if any, is issued
to evidence and secure the Company's obligation under a Series C Loan and Trust
Agreement dated as of October 1, 2001 (herein called the "Series C PCRB
Agreement"), by and among the Business Finance Authority of the State of New
Hampshire (herein called the "Authority"), the Company and State Street Bank and
Trust Company, as trustee (herein called the "Series C PCRB Trustee"), to make
loan payments as described below and to provide security for the Pollution
Control Revenue Bonds (Public Service Company of New Hampshire Project - 2001
Tax-Exempt Series C) (herein called the "Series C PCR Bonds") issued by the
Authority in a principal amount of $108,985,000 pursuant to the Series C PCRB
Agreement. Pursuant to the Series C PCRB Agreement, the Authority, on the date
of original issue, loaned the proceeds from the sale of the Series C PCR Bonds
to the Company to finance and refinance a portion of the Company's share of
expenditures, including financing costs, relating to the construction of certain
pollution control, sewage and/or solid waste disposal facilities required for
the operation of the Seabrook nuclear-fueled, steam electric generating plant,
Unit 1, located in Seabrook, New Hampshire, in which the Company owned an
undivided 35.6% interest. The Series C PCR Bonds are special obligations of the
Authority, payable solely out of the revenues and other receipts, funds and
moneys derived by the Authority under the Series C PCRB Agreement and from any
amounts otherwise
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available under the Series C PCRB Agreement for the payment of the Series C PCR
Bonds. Such revenues and other receipts, funds, moneys and amounts have been,
pursuant to the Series C PCRB Agreement, assigned and pledged by the Authority
to the Series C PCRB Trustee as security for the Series C PCR Bonds and include
loan payments required to be made by the Company to the Series C PCRB Trustee
for the account of the Authority pursuant to the Series C PCRB Agreement in
amounts equal to the amounts payable with respect to the Series C PCR Bonds.
This Bond, together with all other Bonds of this series, if any, has been issued
to and registered in the name of the Series C PCRB Trustee and, anything in the
Indenture or any Bond of this series to the contrary notwithstanding, the Bonds
of this series shall not be sold, assigned, pledged or transferred, except to
effect the transfer to any successor trustee under the Series C PCRB Agreement.
Anything in the Indenture or any Bond of this series to the contrary
notwithstanding, the Bonds of this series shall be deemed paid, and all
obligations of the Company to pay at the times provided herein the principal of
and premium, if any, and interest on the Bonds of this series, or to deposit
with the Trustee at the times provided in the Indenture an amount of money
sufficient therefor, shall be satisfied and discharged, when and to the extent
that the principal of and premium, if any, and interest on the Series C PCR
Bonds shall have been paid or deemed paid as provided in the Series C PCRB
Agreement.
The bonds of this Series K in permanent form are issuable in denominations
of five thousand dollars ($5,000) and multiples thereof.
Subject to the restriction on transfer set forth above, this Bond is
transferable by the registered owner hereof upon surrender hereof at the
corporate trust office of the Trustee, together with a written instrument of
transfer in approved form, signed by the owner or his duly authorized attorney,
and a new Bond or Bonds of this series for a like principal amount will be
issued in exchange, all as provided in the Indenture. Prior to due presentment
for registration of transfer of this 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 corporate trust office of the Trustee at 00 Xxxxx
Xxxxxx, 0xx Xxxxx, Xxxxxxxxxx, New Jersey, or the corporate trust office of its
successors, for an equal principal amount of bonds of this series of other
authorized denominations, in the manner and on the terms provided in the
Indenture.
If, pursuant to the Series C PCRB Agreement, all or a
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portion of the principal of the Series C PCR Bonds shall become or be declared
immediately due and payable, a like principal amount of the Bonds of this
series, together with all accrued interest thereon, shall without notice or
demand of any kind, become immediately due and payable. The Series C PCR Bonds
are subject to such acceleration upon the occurrence and continuance of any of
the "Events of Default" specified in the Series C PCRB Agreement.
If the Series C PCR Bonds are to be redeemed as a whole or in part on any
date as provided in the Series C PCRB Agreement, a like principal amount of the
Series K Bonds shall be redeemed on such date, at a redemption price equal to
the redemption price at which the Series C PCR Bonds are to be so redeemed, as
set forth in the Series C PCRB Agreement, stated as a percentage of principal
amount of the Series K Bonds to be so redeemed, together in every case with
accrued and unpaid interest thereon to the date fixed for redemption. The Series
K Bonds shall be redeemed as aforesaid in accordance with the provisions of the
Indenture and upon not more than forty-five (45) nor less than thirty (30) days'
prior notice given by mail as provided in Indenture; provided that the Company
shall be deemed to have satisfied such notice requirement if it shall have
delivered to the Series C PCRB Trustee, or received from the Series C PCRB
Trustee, as appropriate, at the time and in the manner specified in the Series C
PCRB Agreement, the notice required pursuant to the Series C PCRB Agreement to
be delivered in connection with the redemption of the Series C PCR Bonds. The
Company shall deliver a copy of such notice to the Trustee at the time of such
delivery to or receipt from the Series C PCRB Trustee.
Except as provided in the immediately preceding paragraph, the Bonds of
this series are not subject to redemption under any provisions of the Indenture.
If this Bond is called in whole or in part, and if moneys have been duly
deposited or otherwise made available to the Trustee for redemption hereof, or
of the part hereof so called, as required in the Indenture, this Bond, or such
called part hereof, shall be due and payable on the date fixed for redemption
and thereafter this Bond, or such called part hereof, shall cease to bear
interest on the date fixed for redemption and shall cease to be entitled to the
lien of the Indenture, and, as respects the Company's liability hereon, this
Bond, or such called part hereof, shall be deemed to have been paid; but, if
less than the whole principal amount hereof shall be so called, the registered
owner hereof shall be entitled, in addition to the sums payable on account of
the part called, to receive, without expense to such owner, upon surrender
hereof, one or more Bonds of this series for an aggregate principal amount equal
to that part of the principal amount hereof not then called and paid.
The Indenture contains provisions permitting the Company and the Trustee
to effect, by supplemental indenture, certain
Page 39
modifications of the Indenture without any consent of the holders of the bonds,
and to effect certain other modifications of the Indenture, and of the rights of
the holders of the bonds, with the consent of the holders of not less than a
majority in aggregate principal amount of all bonds issued under the Indenture
at the time outstanding, or in case one or more, but less than all, of the
series of said bonds then outstanding are affected, with the consent of the
holders of not less than a majority in aggregate principal amount of said
outstanding bonds of each series affected.
No recourse shall be had for the payment of the principal of or premium,
if any, or interest on this Bond, or for any claim based hereon, or otherwise in
respect hereof or of the Indenture, to or against any incorporator or against
any stockholder, director or officer, past, present or future, as such, of the
Company or any affiliate of the Company, or of any predecessor or successor
company, either directly or through the Company, or such predecessor or
successor company or any trustee, receiver or assignee or otherwise, under any
constitution, or statute or rule of law, or by the enforcement of any assessment
or penalty, or otherwise, all such liability of incorporators, stockholders,
directors or officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this Bond and as part of the consideration for
the issuance hereof and being likewise waived and released by the terms of the
Indenture.
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SCHEDULE D
Description of Certain Properties
Acquired
Since April 1, 1998
The following deeds and conveyances, recorded in the Registries of Deeds
in the Counties in New Hampshire indicated, contain descriptions of certain
properties acquired in fee simple by the Company since April 1, 1998.
Grantor Date Book/Page County/Town
Xxxxx X. Xxxxxxx 2/08/2000 2193/1302 Merrimack/Bow
& Xxxxxxxxx X. Xxxxxxx
Xxxxxxxxx Business 03/09/2000 6216/1230 Hillsborough/Bedford
Park, LLC
Page 00
XXX XXXXX XX XXXXXXXXXXX )
COUNTY OF HARTFORD ) ss. Berlin
Then personally appeared before me Xxxxx X. XxXxxx, Vice President and
Treasurer, and O. Xxx Xxxxxxxx, Secretary, of Public Service Company of New
Hampshire, a New Hampshire corporation, and severally acknowledged the foregoing
instrument to be their free act and deed in their said capacities and the free
act and deed of said corporation.
Witness my hand and notarial seal this ___th day of December, 2001, at
Berlin, Connecticut.
Name:
Notary Public in and for the State
of Connecticut
My Commission Expires:
(Notarial Seal)
THE STATE OF NEW JERSEY )
COUNTY OF XXXXXX ) ss. Morristown
Then personally appeared before me Xxxxxxxxx Xxxxx, Vice President, and
____________, ______________, of First Union National Bank, a national banking
association, and acknowledged the foregoing instrument to be their free act and
deed in their said capacities and the free act and deed of said corporation.
Witness my hand and notarial seal this __th day of December, 2001, at
Morristown, New Jersey.
Name:
Notary Public in and for the State
of New Jersey
My Commission Expires:
(Notarial Seal)
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ENDORSEMENT
First Union National Bank, Trustee, being the mortgagee in the foregoing
Supplemental Indenture, hereby consents to the cutting of any timber standing
upon any of the lands covered by said Supplemental Indenture and to the sale of
any such timber so cut and of any personal property covered by said Supplemental
Indenture to the extent, but only to the extent, that such sale is permitted
under the provisions of the Original Indenture as referred to in, and as amended
by, the Tenth Supplemental Indenture thereto dated as of May 1, 1991, the
Eleventh Supplemental Indenture thereto dated as of April 1, 1998, and the
Twelfth Supplemental Indenture, dated as of December 1, 2001.
FIRST UNION NATIONAL BANK,
as Trustee as aforesaid
By /s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Title: Vice President
Signed, sealed and acknowledged
on behalf of First Union National Bank
in the presence of us:
_________________
_________________
Witnesses
CORPORATE SEAL
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