Exhibit A.2
NORTHEAST UTILITIES
and
THE BANK OF NEW YORK,
AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
Dated as of February 28, 2001
Supplemental to the Indenture,
dated as of February 28, 2001
Floating Rate Notes Due 2003
FIRST SUPPLEMENTAL INDENTURE, dated as of February 28, 2001, between
NORTHEAST UTILITIES, a voluntary association duly organized and existing
under the laws of the Commonwealth of Massachusetts (the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation organized and existing under
the laws of the State of New York, as Trustee under the Original Indenture
referred to below (the "Trustee').
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an
indenture dated as of February 28, 2001 (the "Original Indenture"), to
provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (the "Senior Notes"), the form and terms of which
are to be established as set forth in Sections 201 and 301 of the Original
Indenture.
Section 901 of the Original Indenture provides, among other things, that
the Company and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of establishing the
form and terms of the Senior Notes of any series as permitted in Sections 201
and 301 of the Original Indenture.
The Company desires to create a series of the Senior Notes in an
aggregate principal amount of up to $263,000,000 to be designated the
"Floating Rate Notes Due 2003" (the "Floating Rate Notes"), and all action on
the part of the Company necessary to authorize the issuance of the Floating
Rate Notes under the Original Indenture and this First Supplemental Indenture
has been duly taken.
All acts and things necessary to make the Floating Rate Notes, when
executed by the Company and completed, authenticated and delivered by the
Trustee as provided in the Original Indenture and this First Supplemental
Indenture, the valid and binding obligations of the Company and to constitute
these presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase
of the Floating Rate Notes by the Holders thereof and of the acceptance of
this trust by the Trustee, the Company covenants and agrees with the Trustee,
for the equal and ratable benefit of the Holders of the Floating Rate Notes,
as follows:
ARTICLE One
Definitions
The use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original Indenture and
form of the Floating Rate Notes attached hereto as Exhibit A.
ARTICLE Two
Terms and Issuance of the Floating Rate Notes Due 2003
SECTION Two01. Issue of Floating Rate Notes
A series of Senior Notes which shall be designated the "Floating Rate
Notes Due 2003" shall be executed, authenticated and delivered from time to
time in accordance with the provisions of, and shall in all respects be
subject to, the terms and conditions and covenants of, the Original Indenture
and this First Supplemental Indenture (including the form of Global Security
set forth in Exhibit A hereto). The aggregate principal amount of the
Floating Rate Notes which may be authenticated and delivered under this First
Supplemental Indenture shall not, except as permitted by the provisions of
the Original Indenture, exceed $263,000,000.
SECTION Two02. Form of Floating Rate Notes; Incorporation of Terms.
The Floating Rate Notes shall be in substantially the form set forth in
Exhibit A attached hereto. The terms of the Floating Rate Notes contained in
such form are hereby incorporated herein by reference and are made a part of
this First Supplemental Indenture.
SECTION Two03. Global Security; Depositary for Global Securities.
The Floating Rate Notes shall be issued initially in the form of a
Global Security. The Depositary for any Global Securities of the series of
which the Floating Rate Notes are a part shall be The Depository Trust
Company, New York, New York.
SECTION Two04. Restrictions on Liens.
The provisions of Section 1007 of the Original Indenture shall be
applicable to the Floating Rate Notes.
SECTION Two05. Sale and Leaseback Transactions.
The provisions of Section 1012 of the Original Indenture shall be
applicable to the Floating Rate Notes.
SECTION Two06. Place of Payment.
The Place of Payment in respect of the Floating Rate Notes shall be at
the Corporate Trust Office, which, at the date hereof, is located at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust
Administration.
ARTICLE Three
Miscellaneous
SECTION Three01. Execution as Supplemental Indenture.
This First Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this First Supplemental Indenture forms a part thereof.
SECTION Three02. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this First Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION Three03. Effect of Headings.
The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
SECTION Three04. Successors and Assigns.
All covenants and agreements by the Company in this First Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION Three05. Separability Clause.
In case any provision in this First Supplemental Indenture or in the
Floating Rate Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
SECTION Three06. Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Floating Rate
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this First Supplemental
Indenture.
SECTION Three07. Recitals.
The Trustee shall have no responsibility for the recitals contained in
this First Supplemental Indenture, all of which shall be taken as the
statements of the Company, or for the validity or sufficiency of this First
Supplemental Indenture.
SECTION Three08. Governing Law.
This First Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.
SECTION Three09. Execution and Counterparts.
This First Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
SECTION Three10. Liability of Trustees and Shareholders.
The Declaration of Trust of the Company provides that no shareholder of
the Company shall be held to any liability whatever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or
undertaking made, entered into or issued by the trustees of the Company or by
any officer, agent or representative elected or appointed by the trustees and
no such contract, obligation or undertaking shall be enforceable against the
trustees or any of them in their or his individual capacities or capacity and
all such contracts, obligations and undertakings shall be enforceable only
against the trustees as such, and every person, firm, association, trust and
corporation having any claim or demand arising out of any such contract,
obligation or undertaking shall look only to the trust estate for the payment
or satisfaction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed, all as of the day and year first
above written.
NORTHEAST UTILITIES
By:/s/Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Assistant Treasurer - Finance
THE BANK OF NEW YORK,
as Trustee
By:/s/Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Vice President
STATE OF CONNECTICUT)
) ss.:
COUNTY OF HARTFORD )
On the day of February, 2001, before me personally came Xxxxx X.
Xxxxx, to me known, who, being by me duly sworn, did depose and say that he
is the Assistant Treasurer - Finance of Northeast Utilities, one of the
corporations described in and which executed for the foregoing instrument;
and that he signed his name thereto by authority of the Board of Directors
of said corporation.
XXXXX X. XXXXXXXX
Notary Public, State of Connecticut
No. 122908
Commission Expires August 31, 0000
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the day of February, 2001, before me personally came Xxxxxxxx
Xxxxxx, to me known, who, being by me duly sworn, did depose and say that he
is a Vice President of The Bank of New York, a New York banking corporation,
one of the corporations described in and which executed the foregoing
instrument; and that he signed his name thereto by authority of the Board
of Directors of said corporation.
XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Commission Expires May 16, 2002
EXHIBIT A
[Form of Face of Global Security]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY)
MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Northeast
Utilities or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by
an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.
NORTHEAST UTILITIES
FLOATING RATE NOTES DUE 2003
CUSIP NO. [ ] $
No.
NORTHEAST UTILITIES, a voluntary association duly organized and existing
under the laws of the Commonwealth of Massachusetts (the "Company" which term
includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of ($ ) on February
28, 2003 (the "Final Maturity"), and to pay interest thereon from February
28, 2001 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, quarterly in arrears on February 28; May 28,
August 28, and November 28 in each year, commencing May 28, 2001, at the rate
of LIBOR plus 1.60%, until the principal hereof is paid or made available for
payment.
The calculation agent, initially The Bank of New York, will calculate
the interest rate on this Security. The interest rate will be equal to LIBOR
plus 1.60%. The interest rate in effect for the period from February 28,
2001 to May 28, 2001, the initial Interest Reset Date, will be LIBOR, as
determined on February 26, 2001, plus 1.60% (the "Initial Interest Rate).
The calculation agent will reset the interest rate on each Interest Payment
Date (each such day an "Interest Reset Date"). The second London Business
Day preceding an Interest Reset Date will be the "Interest Determination
Date" for that Interest Reset Date. The interest rate in effect on each day
that is not an Interest Reset Date will be the interest rate determined as of
the Interest Determination Date pertaining to the immediately preceding
Interest Reset Date. The interest rate in effect on any day that is an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to that Interest Reset Date, except that the
interest rate in effect for the period from and including February 28, 2001
to the first Interest Reset Date will be the Initial Interest Rate. The
amount of interest payable for any period will be computed on the basis of a
360-day year for the actual number of days elapsed. If any Interest Payment
Date (other than the Stated Maturity hereof or a Redemption Date herefor)
would otherwise be a day that is not a Business Day, the Interest Payment
Date will be postponed to the next succeeding Business Day, except that if
such Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business Day. If
the Stated Maturity hereof or any Redemption Date herefor is not a Business
Day, then payment of principal and interest (to the extent payable with
respect to the principal amount being redeemed) payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), in each case with
the same force and effect as if made on such date. A "Business Day" shall
mean any day, except a Saturday, a Sunday or a legal holiday in The City of
New York on which banking institutions are authorized or required by law,
regulation or executive order to close; provided that the day is also a
London Business Day. "London Business Day" means any day on which dealings
in United States dollars are transacted in the London interbank market.
The calculation agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any Interest Determination Date, LIBOR will be the rate
for deposits in United States dollars having a maturity of three months
commencing on the first day of the applicable Interest Period that appears on
Telerate Page 3750 as of 11:00 A.M., London time, on that Interest
Determination Date. If no rate appears, LIBOR, in respect to that Interest
Determination Date, will be determined in accordance with the provisions
described in (ii) below.
(ii) With respect to an Interest Determination Date on which no rate appears
on Telerate Page 3750, as specified in (i) above, the calculation agent will
request the principal London offices of each of four major banks in the
London interbank market, as selected by the calculation agent, to provide the
calculation agent with its offered quotation for deposits in United States
dollars for the period of three months, commencing on the first day of the
applicable Interest Period, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that Interest Determination Date
and in a principal amount that is representative for a single transaction in
United States dollars in that market at that time. If at least two
quotations are provided, then LIBOR on that Interest Determination Date will
be the arithmetic mean of those quotations. If fewer than two quotations are
provided, then LIBOR on the Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in The
City of New York, on the Interest Determination Date by three major banks in
The City of New York selected by the calculation agent for loans in United
States dollars to leading European banks, having a three-month maturity and
in a principal amount that is representative for a single transaction in
United States dollars in that market at that time; provided, however, that if
the banks selected by the calculation agent are not providing quotations in
the manner described by this sentence, LIBOR determined as of that Interest
Determination Date will be LIBOR in effect on that Interest Determination
Date.
"Telerate Page 3750", means the display designated as "Page 3750" on
Bridge Telerate, Inc., or any successor service, for the purpose of
displaying the London interbank rate of major banks for United States
dollars.
"Interest Period" means the period from and including February 28, 2001,
to, and excluding, the first Interest Payment Date and thereafter from, and
including, the immediately preceding Interest Payment Date to which interest
has been paid or duly provided for to, but excluding, the next Interest
Payment Date or the Maturity hereof, as the case may be.
All determinations made by the Calculation Agent may be made by such
agent in its sole discretion and, absent manifest error, shall be conclusive
for all purposes and binding on the Holder of this Security and the Company.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security is registered at the close of business on
the Regular Record Date for such interest, which shall be (1) the Business
Day next preceding such Interest Payment Date if this Security remains in
book-entry only form or (2) the 15th calendar day (whether or not a Business
Day) next preceding such Interest Payment Date if this Security does not
remain in book-entry only form. Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on
such date and may either be paid to the Person in whose name this Security is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and any interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security has initially been issued in the form of a Global
Security, and the Company has initially designated The Depository Trust
Company, New York, New York (the "Depositary," which term shall include any
successor depositary) as the Depositary for this Security. For as
long as this Security or any portion hereof is issued in such form, and
notwithstanding the previous paragraph, all payments of interest, principal
and other amounts in respect of this Security or portion thereof shall be
made to the Depositary or its nominee in accordance with its applicable
policies and procedures, in the coin or currency specified above and as
further provided on the reverse hereof.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[Form of Reverse of Global Security]
NORTHEAST UTILITIES
FLOATING RATE NOTES DUE 2003
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of February 28, 2001 as amended and
supplemented from time to time (herein called the "Indenture", which term
shall have the meaning assigned to it in such instrument), between the
Company and The Bank of New York, as Trustee (herein called the "Trustee",
which term includes any successor trustee under Indenture), as to which
Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $263,000,000. The provisions of
this Security, together with the provisions of the Indenture, shall govern
the rights, obligations, duties and immunities of the Holder, the Company and
the Trustee with respect to this Security, provided that, if any provision of
this Security conflicts with any provision of the Indenture, the provision of
this Security shall be controlling to the fullest extent permitted under the
Indenture.
The Securities of this series are subject to redemption upon not less
than 30 nor more than 60 days' notice by mail to the Holders of such
Securities at their addresses in the Security Register for such series at the
option of the Company, in whole or in part, from time to time on any Interest
Payment Date on or after August 28, 2001 at a Redemption Price equal to the
principal amount of the Securities of this series to be redeemed plus
interest accrued to the Redemption Date (the "Redemption Price").
If notice has been given as provided in the Indenture and funds for the
redemption of any Securities (or any portion thereof) called for redemption
shall have been made available on the Redemption Date referred to in such
notice, such Securities (or any portion thereof) will cease to bear interest
on the date fixed for such redemption specified in such notice and the only
right of the Holders of such Securities will be to receive payment of the
Redemption Price.
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Securities of this series will not be subject to any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
Interest payments with respect to this Security will be computed and
paid on the basis of a 360-day year for the actual number of days elapsed.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected (voting as
one class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders
of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium
and interest on this Security at the time, place and rate, and in the coin or
currency, herein prescribed.
This Security shall be exchangeable for Securities registered in the
names of Persons other than the Depositary with respect to such series or its
nominee only as provided in this paragraph. This Security shall be so
exchangeable if (x) the Depositary notifies the Company that it is unwilling
or unable to continue as Depositary for such series or at any time ceases to
be a clearing agency registered as such under the Securities Exchange Act of
1934, (y) the Company executes and delivers to the Trustee an Officers'
Certificate providing that this Security shall be so exchangeable or (z)
there shall have occurred and be continuing an Event of Default with
respect to the Securities of the series of which this Security is a part.
Securities so issued in exchange for this Security shall be of the same
series, having the same interest rate, if any, and maturity and having the
same terms as this Security, in authorized denominations and in the
aggregate having the same principal amount as this Security and registered in
such names as the Depositary for such Global Security shall direct.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of a Security of the series of which this Security is
a part is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company
in any place where the principal of and any premium and interest on this
Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Securities of this series and
of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of the series of which this Security is a part are
issuable only in registered form without coupons in denominations of $1,000
and any integral multiple thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this
series and of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
For so long as this Security is issued in the form of a Global Security,
neither the Company nor the Trustee will have any responsibility with respect
to the policies and procedures of the Depositary or for any notices or other
communications among the Depositary, its direct and indirect participants or
the beneficial owners of this Security.
Neither the failure to give any notice nor any defect in any notice
given to the Holder of this Security or any other Security of this series
will affect the sufficiency of any notice given to any other Holder of any
Securities of this series.
The Indenture provides that the Company, at its option (a) will be
discharged from any and all obligations in respect of the Securities (except
for certain obligations to register the transfer or exchange of Securities,
replace stolen, lost or mutilated Securities, maintain paying agencies and
hold moneys for payment in trust) or (b) need not comply with certain
restrictive covenants of the Indenture, in each case if the Company deposits,
in trust, with the Trustee money or U.S. Government Obligations which,
through the payment of interest thereon and principal thereof in accordance
with their terms, will provide money, in an amount sufficient to pay all the
principal of, and premium, if any, and interest, if any, on the Securities on
the dates such payments are due in accordance with the terms of such
Securities, and certain other conditions are satisfied.
No recourse shall be had for the payment of the principal of or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any trustee, incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or any
successor corporation, either directly or through the Company or any
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.
The Declaration of Trust of the Company provides that no shareholder of
the Company shall be held to any liability whatever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or
undertaking made, entered into or issued by the trustees of the Company or by
any officer, agent or representative elected or appointed by the trustees and
no such contract, obligation or undertaking shall be enforceable against the
trustees or any of them in their or his individual capacities or capacity and
all such contracts, obligations and undertakings shall be enforceable only
against the trustees as such, and every person, firm, association, trust and
corporation having any claim or demand arising out of any such contract,
obligation or undertaking shall look only to the trust estate for the payment
or satisfaction thereof.
This Security shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, Northeast Utilities has caused this instrument to be
duly executed.
Dated: NORTHEAST UTILITIES
By:
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture.
Dated: THE BANK OF NEW YORK,
as Trustee
By:
Authorized Signatory
