GREEN MOUNTAIN POWER CORPORATION to THE BANK OF NEW YORK successor to United States Trust Company of New York, successor to The Chase Manhattan Bank (National Association), successor to The Chase National Bank of the City of New York, Trustee...
Exhibit
4.1
GREEN
MOUNTAIN POWER CORPORATION
to
THE
BANK OF NEW YORK
successor
to United States Trust Company of New York, successor to The Chase Manhattan
Bank (National Association), successor to The Chase National Bank of the City
of
New York, Trustee
EIGHTEENTH
SUPPLEMENTAL INDENTURE
Dated
as of July 1, 2006
Supplemental
to
Indenture
of First Mortgage
and
Deed of Trust
Dated
as of February 1, 1955
This
is a Security Agreement relating to Personal Property as well as a Mortgage
upon
Real Estate and Other Property
This
EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of July 1, 2006 made by GREEN
MOUNTAIN POWER CORPORATION, as debtor (its Federal Tax Number being 00-0000000),
a corporation duly organized and existing under the laws of the State of Vermont
(hereinafter sometimes called the “Company”), whose mailing address and address
of its chief executive office is 000 Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx 00000,
party of the first part, and THE BANK OF NEW YORK, successor to United States
Trust Company of New York, successor to The Chase Manhattan Bank (National
Association), successor to The Chase National Bank of the City of New York,
as
Trustee and secured party (its Federal Tax number being 00-0000000), a
corporation existing under the laws of the State of New York and having its
principal corporate trust office at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000
(hereinafter sometimes called the “Trustee”), party of the second
part.
WHEREAS,
the Company has heretofore executed and delivered an Indenture of First Mortgage
and Deed of Trust dated as of February 1, 1955 (herein sometimes called the
“Original Indenture”), to secure, as provided herein, its bonds (in the Original
Indenture and herein called the “Bonds”), to be designated generally as its
“First Mortgage Bonds”, and to be issued in one or more series as provided in
the Original Indenture;
WHEREAS,
the Company has heretofore executed and delivered a First Supplemental Indenture
dated as of April 1, 1961, a Second Supplemental Indenture dated as of January
1, 1966, a Third Supplemental Indenture dated as of July 1, 1968, a Fourth
Supplemental Indenture dated as of October 1, 1969, a Fifth Supplemental
Indenture dated as of December 1, 1973, a Sixth Supplemental Indenture dated
as
of June 1, 1975, a Seventh Supplemental Indenture dated as of August 1, 1976,
an
Eighth Supplemental Indenture dated as of December 1, 1979, a Ninth Supplemental
Indenture dated as of July 15, 1985, a Tenth Supplemental Indenture dated as
of
June 15, 1989, an Eleventh Supplemental Indenture dated as of September 1,
1990,
a Twelfth Supplemental Indenture dated as of March 1, 1992, a Thirteenth
Supplemental Indenture dated as of March 1, 1992, a Fourteenth Supplemental
Indenture dated as of November 1, 1993, a Fifteenth Supplemental Indenture
dated
as of November 1, 1993, a Sixteenth Supplemental Indenture dated as of December
1, 1995 and a Seventeenth Supplemental Indenture dated as of December 1, 2002
supplementing and modifying the Original Indenture, each of which Supplemental
Indentures provided for, among other things, the creation of a new series of
First Mortgage Bonds;
WHEREAS,
pursuant to the Original Indenture, as heretofore supplemented and modified,
there have been executed, authenticated, delivered and issued and there are
now
outstanding First Mortgage Bonds of series and in principal amounts as
follows:
|
Title
|
Issued
and
Outstanding
|
|
First
Mortgage Bonds, 7.05% Series due 2006
|
4,000,000
|
|
First
Mortgage Bonds, 7.18% Series due 2006
|
10,000,000
|
|
First
Mortgage Bonds, 6.04% Series due 2017
|
42,000,000
|
|
First
Mortgage Bonds, 6.70% Series due 2018
|
15,000,000
|
|
First
Mortgage Bonds, 9.64% Series due 2020
|
9,000,000
|
|
First
Mortgage Bonds, 8.65% Series due 2022
|
13,000,000
|
WHEREAS,
the Board of Directors of the Company has established a series of Bonds to
be
designated First Mortgage Bonds, 6.53% Series due August 1, 2036 (herein
sometimes called “Bonds of the 2036 Series”), and has authorized an issue of
Thirty Million Dollars ($30,000,000) principal amount thereof, and the Company
has complied or will comply with all provisions required to issue additional
Bonds provided for in the Original Indenture;
WHEREAS,
the Company desires to execute and deliver this Eighteenth Supplemental
Indenture, in accordance with the provisions of the Original Indenture, for
the
purposes, among others, of (a) further assuring, conveying, mortgaging and
assigning unto the Trustee certain additional property acquired by the Company,
(b) providing for the creation of a new series of Bonds, designating the series
to be created and specifying the form and provisions of the Bonds of such series
and (c) adding to the Original Indenture, as supplemented and modified, other
covenants and agreements to be hereafter observed by the Company (the Original
Indenture, as heretofore supplemented and modified and as hereby supplemented
and modified, being herein sometimes called the “Indenture”); and
WHEREAS,
all acts and proceedings required by law and by the Restated Articles of
Association and By-laws of the Company necessary to secure the payment of the
principal of, premium, if any, and interest on the Bonds of the 2036 Series,
to
make the Bonds of the 2036 Series to be issued hereunder, when executed by
the
Company, authenticated and delivered by the Trustee and duly issued, the valid,
binding and legal obligations of the Company, and to constitute the Indenture
a
valid and binding mortgage for the security of all of the Bonds, in accordance
with its and their terms, have been done and taken; and the execution and
delivery of this Eighteenth Supplemental Indenture have been in all respects
duly authorized:
NOW,
THEREFORE, THIS EIGHTEENTH SUPPLEMENTAL INDENTURE WITNESSETH, that in order
to
secure the payment of the principal of, premium, if any and interest on all
Bonds at any time issued and outstanding under the Indenture, according to
their
tenor, purport and effect, to confirm the lien of the Indenture upon the
mortgaged property mentioned therein including any and all property purchased,
constructed or otherwise acquired by the Company since the date of execution
of
the Original Indenture and to secure the performance and observance of all
the
covenants and conditions herein and in the Bonds and in the Indenture contained,
to declare the terms and conditions upon and subject to which the Bonds of
the
2036 Series are and are to be issued and secured, and held, and for and in
consideration of the premises and of the mutual covenants herein contained
and
of the purchase and acceptance of the Bonds of the 2036 Series by the holders
thereof, and of the sum of Ten Dollars ($10) duly paid to the Company by the
Trustee, at or before the ensealing and delivery hereof, and for other valuable
consideration, the receipt whereof is hereby acknowledged, the Company has
executed and delivered this Eighteenth Supplemental Indenture, and by these
presents, does grant, bargain, sell, alien, remise, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto The Bank of New York,
as
Trustee, and to its successors in trust and to its and their successors and
assigns forever, all and singular the property, rights, privileges and
franchises (other than excepted property) of the character described in the
Granting Clauses of the Original Indenture now owned of record or otherwise
by
the Company, whether or not constructed or acquired since the date of execution
of the Original Indenture or which may hereafter be constructed or acquired
by
it, including, without limiting the generality of the foregoing, the property
in
Vermont, Massachusetts and Maine described in Article Five hereof, but subject
to all exceptions, reservations and matters of the character therein referred
to, and expressly excepting and excluding from the lien and operation of the
Indenture all properties of the character specifically excepted by Paragraphs
B
through H of Granting Clause VII of the Original Indenture, to the extent
contemplated thereby, and all property heretofore released or otherwise disposed
of pursuant to the provisions of the Indenture.
TO
HAVE
AND TO HOLD all
of
the property, real, personal and mixed, and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
granted, bargained, sold, aliened, remised, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed or intended so to be,
unto the Trustee and its successors in the trust and to its and their successors
and assigns, forever.
BUT
IN
TRUST, NEVERTHELESS,
for the equal and proportionate use, benefit, security and protection of those
who from time to time shall hold the Bonds and coupons, or any of them,
authenticated and delivered under the Indenture, and duly issued by the Company,
without any discrimination, preference or priority of any one Bond or coupon
over any other by reason of priority in the time issue, sale or negotiation
thereof or otherwise, except as provided in Section 12.28 of the Original
Indenture, so that, subject to said Section 12.28, each and all of said Bonds
and coupons shall have the same right, lien, and privilege under the Indenture,
and shall be equally and proportionately secured by the Indenture (except as
any
sinking and improvement fund, depreciation fund or other fund established in
accordance with the provisions of the Indenture may afford additional security
for the Bonds of any particular series), with the same effect as if all the
Bonds and coupons had been issued, sold and negotiated simultaneously on the
date of the delivery of the Original Indenture.
It
is
hereby covenanted, declared and agreed by and between the parties hereto that
all Bonds and coupons, if any, are to be authenticated, delivered and issued,
and that all property subject or to become subject to the Indenture is to be
held, subject to the further covenants, conditions, uses and trusts set forth
in
the Indenture, and the Company for itself and its successors or assigns does
hereby covenant and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall hold said Bonds,
or
coupons, or any of them, as follows:
ARTICLE
I
BONDS
OF THE 2036 SERIES AND CERTAIN PROVISIONS RELATING THERETO
SECTION
1.01. A.
Terms of Bonds of the 2036 Series.
There
shall be hereby established a series of Bonds, known as and entitled “First
Mortgage Bonds, 6.53% Series due 2036” (herein sometimes referred to as the
“Bonds of the 2036 Series”). The aggregate principal amount of the Bonds of the
2036 Series shall be limited to $30,000,000.
The
definitive Bonds of the 2036 Series shall be registered Bonds without coupons
of
the denominations of $1,000 or integral multiples thereof.
All
Bonds
of the 2036 Series shall mature August 1, 2036 and will bear interest at the
rate of 6.53% per annum until maturity, such interest to be payable
semi-annually on February 1 and August 1 in each year commencing February 1,
2007. The principal of and the premium, if any, and interest on the Bonds of
the
2036 Series will be paid in lawful money of the United States of America.
Principal of and premium, if any, on the Bonds of the 2036 Series will be
payable at the principal corporate trust office of the Trustee in the Borough
of
Manhattan, City and State of New York, or its successor in trust, except
that, in
case
of the redemption as a whole at any time of Bonds of the 2036 Series then
outstanding, the Company may designate in the redemption notice other offices
or
agencies at which, at the option of the holders, Bonds of the 2036 Series may
be
surrendered. Interest on Bonds of the 2036 Series will be payable at the
principal corporate trust office of the Trustee in the Borough of Manhattan,
City and State of New York, or its successor in trust, in each case to the
holder of record on the record date as hereinbelow defined. Interest on the
Bonds of the 2036 Series shall, unless otherwise directed by the holder, be
paid
by checks payable to the order of the respective holders entitled thereto,
and
mailed by the Trustee by first class mail, postage prepaid, to such holders
at
their respective registered addresses shown on the Bond register for the Bonds
of the 2036 Series.
Notwithstanding
the foregoing, pursuant to the fourth paragraph of Section 10.04 of the Original
Indenture, the Company has entered into agreements with the initial purchasers
of the Bonds of the 2036 Series providing for the payment to such initial
purchasers and any nominees thereof of all payments of principal of, premium,
if
any, and interest on the Bonds of the 2036 Series held by them by such methods
as they shall direct and without the necessity of presenting or surrendering
such Bonds, except that any Bond paid or redeemed in full shall thereafter
be
surrendered to the Trustee at its principal office, and further providing for
the extension of such benefits of such agreements to any transferees of the
foregoing which are institutional investors acquiring at least $1,000,000
principal amount of Bonds of the 2036 Series.
The
definitive Bonds of the 2036 Series may be issued in the form of Bonds engraved,
printed or lithographed on steel engraved borders.
Notwithstanding
any provision in the Original Indenture to the contrary, the person in whose
name any Bond of the 2036 Series (or one or more Predecessor Bonds, as
hereinbelow defined) is registered at the close of business on any record date
(as hereinbelow 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 of the 2036 Series upon any
transfer or exchange thereof (including any exchange effected as an incident
to
a partial redemption thereof) subsequent to such record date and prior to such
interest payment date, except that, if and to the extent that the Company shall
default in the payment of the interest due on such interest payment date, then
the registered holders of such Bonds of the 2036 Series on such record date
shall have no further right to or claim in respect of such defaulted interest
as
such registered holders on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid on any Bonds of
the
2036 Series shall be the registered holders of such Bonds of the 2036 Series
on
the record date for payment of such defaulted interest. The term “record date”
as used in this Section 1.01, and in the form of the Bonds of the 2036 Series,
shall mean the January 15 next preceding a February 1 interest payment date
or
the July 15 next preceding an August 1 interest payment date, as the case may
be, or a special record date established for defaulted interest as hereinafter
provided. The term “Predecessor Bond” as used in this Section 1.01, and in the
form of the Bonds of the 2036 Series, with respect to any particular Bond of
the
2036 Series, shall mean every previous Bond of the 2036 Series evidencing all
or
a portion of the same debt as that evidenced by such particular Bond of the
2036
Series; and, for the purpose of this definition, any Bond of the 2036 Series
authenticated and delivered under Section 3.12 of the Original Indenture in
lieu
of a mutilated, lost, stolen or destroyed Bond of the 2036 Series shall be
deemed to evidence the same debt as the mutilated, lost, stolen or destroyed
Bond of the 2036 Series.
In
case
of failure by the Company to pay any interest when due the claim for such
interest shall be deemed to have been transferred by transfer of any Bond of
the
2036 Series registered on the Bond register, and the Company by not less than
10
days written notice to Bondholders may fix a subsequent record date, not more
than 15 days prior to the date fixed for the payment of such interest, for
determination of holders entitled to payment of such interest. Such provision
for establishment of a subsequent record date, however, shall in no way affect
the rights of Bondholders or of the Trustee consequent on any
default.
Bonds
of
the 2036 Series shall be dated, and shall accrue interest, as provided in
Section 3.05 of the Original Indenture. Interest on the Bonds of the 2036 Series
shall be computed on the basis of a year of 360 days consisting of twelve 30-day
months.
As
permitted by the provisions of Section 3.10 of the Original Indenture and upon
payment at the option of the Company of a sum sufficient to reimburse it for
any
stamp tax or other governmental charges as provided in Section 3.11 of the
Original Indenture, but without payment of any other charge, Bonds of the 2036
Series may be exchanged for other Bonds of the 2036 Series of different
authorized denominations of like aggregate principal amount.
The
trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company and shall maintain the Bond register
for the Bonds of the 2036 Series for the purpose of registering and transferring
Bonds of the 2036 Series. Notwithstanding any provision in the Original
Indenture to the contrary, neither the Company nor the Trustee shall be required
to make transfers or exchanges of Bonds of the 2036 Series for a period of
ten
days next preceding any designation of Bonds of the 2036 Series to be redeemed
and neither the Company nor the Trustee shall be required to make transfers
or
exchanges of any Bonds designated in whole for redemption or that part of any
Bond designated in part for redemption.
B. Form
of Bonds of the 2036 Series.
The
Bonds of the 2036 Series and the Trustee’s authentication certificate to be
executed on the Bonds of said Series shall be in substantially the following
forms, respectively:
[FORM
OF
FACE OF BOND OF THE 2036 SERIES]
No.
R $____
Xxxxxxx Xxxxxxxxx
Xx. 000000 AC 3
GREEN
MOUNTAIN POWER CORPORATION
FIRST
MORTGAGE BOND, 6.53% SERIES DUE 2036
DUE
AUGUST 1, 2036
GREEN
MOUNTAIN POWER CORPORATION, a Vermont corporation (hereinafter sometimes called
the “Company”), for value received hereby promises to pay to ____________ or
registered assigns, __________ Dollars on August 1, 2036, and to pay to the
registered holder hereof interest thereon from the date hereof, or if one or
more payments of interest has or have theretofore been made or duly provided
for, from the most recent interest payment date to which interest has been
paid
or duly provided for, semi-annually on February 1 and August 1 in each year,
commencing with February 1, 2007, at the rate per annum specified in the title
hereof, until maturity.
The
interest so payable upon any February 1 or August 1 will, subject to certain
exceptions referred to on the reverse hereof, be paid to the person in whose
name this bond (or one or more Predecessor Bonds, as defined in the Eighteenth
Supplemental Indenture mentioned on the reverse hereof) is registered at the
close of business on the January 15 preceding such February 1, or the July
15
preceding such August 1, as the case may be.
The
principal of, premium, if any, and interest on this bond will be paid in lawful
money of the United States of America at the principal corporate trust office
in
the Borough of Manhattan, City and State of New York, of the Trustee under
the
Indenture mentioned on the reverse hereof, except that, in case of redemption
as
a whole at any time of the bonds of this series then outstanding, the Company
may designate in the redemption notice other offices or agencies at which,
at
the option of the holder, this bond may be surrendered for redemption and
payment. Interest on this bond may be paid by check payable to the order of
the
registered holder entitled thereto and mailed by the Trustee by first class
mail, postage prepaid, to such holder at his address as shown on the Bond
register for the bonds of this series.
This
bond
shall not become or be valid or obligatory for any purpose until the
authentication certificate hereon shall have been signed by the
Trustee.
The
provisions of this bond are continued on the reverse hereof and such continued
provisions shall for all purposes have the same effect as though fully set
forth
at this place.
IN
WITNESS WHEREOF, GREEN MOUNTAIN POWER CORPORATION has caused these presents
to
be executed in its name and behalf by its President or one of its Vice
Presidents, and its corporate seal or a facsimile thereof to be affixed hereto
and attested by its Secretary or its Assistant Secretary.
Dated:
GREEN
MOUNTAIN POWER CORPORATION
By:
Attest:
[FORM
OF
REVERSE OF BOND OF THE
2036
SERIES]
This
bond
is one of the bonds, of the above designated series, of an authorized issue
of
bonds of the Company known as First Mortgage Bonds, not limited as to maximum
aggregate principal amount, all issued or issuable in one or more series under
and equally secured (except as any sinking and improvement fund, depreciation
fund or other fund established in accordance with the provisions of the
Indenture hereinafter mentioned may afford additional security for the bonds
of
any specific series) by an Indenture of First Mortgage and Deed of Trust dated
as of February 1, 1955 (herein sometimes called the “Original Indenture”), duly
executed and delivered by the Company to The Chase National Bank of the City
of
New York (now The Chase Manhattan Bank (National Association)), as Trustee,
United States Trust Company of New York having succeeded The Chase Manhattan
Bank (National Association) as Trustee and The Bank of New York having succeeded
United States Trust Company of New York as Trustee (The Bank of New York and
its
successors under said Indenture being herein sometimes called the “Trustee”), as
supplemented and modified by seventeen indentures supplemental thereto, and
as
supplemented and modified by an Eighteenth Supplemental Indenture dated as
of
July 1, 2006 thereto (herein sometimes called the “Eighteenth Supplemental
Indenture”) duly executed and delivered by the Company to the Trustee, to which
Indenture of First Mortgage and Deed of Trust and all indentures supplemental
thereto (herein sometimes called the “Indenture”) reference is hereby made for a
description of the property mortgaged and pledged as security for said bonds,
the nature and extent of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said bonds and of the
Trustee and of the Company in respect such security, and the terms upon which
said bonds may be issued thereunder. The bonds of this series are limited to
$30,000,000 aggregate principal amount.
The
bonds
of this series are subject to redemption prior to maturity (a) at the option
of
the Company, as a whole at any time, or in part from time to time (on a pro
rata
basis), upon payment of the principal amount thereof plus the Make-Whole Premium
(as herein defined); and (b) as a whole at any time or in part from time to
time, upon payment of the principal amount thereof, by application of the
proceeds of any taking of all or any portion of property of the Company subject
to the lien of the Indenture, or the proceeds of any sale of such property
in
anticipation of or in lieu of any such taking, as provided in said Eighteenth
Supplemental Indenture; in the case of each of clause (a) and clause (b),
together with interest accrued thereon to the date fixed for redemption, and
upon prior notice given by registered mail, postage prepaid, as provided in
said
Eighteenth Supplemental Indenture to the holders of record of each bond affected
not less than 30 days nor more than 60 days prior to the redemption date, all
as
more fully provided in the Indenture.
“Make-Whole
Premium”
shall
mean, with respect to any Bond, a premium equal to the excess, if any, of the
Discounted Value of the Called Principal of such Bond over the sum of such
Called Principal plus interest accrued thereon as of the redemption date
(including interest due on such date) with respect to such Called Principal
(provided that the Make-Whole Premium shall in no event be less than zero).
“Called
Principal”
shall
mean, with respect to any Bond, the principal of such Bond that is to be
redeemed pursuant to clause (a) under the foregoing provisions for optional
redemption. “Discounted
Value”
shall
mean, with respect to the Called Principal of any Bond, the amount calculated
by
discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the redemption date
with
respect to such Called Principal, in accordance with accepted financial practice
and at a discount factor (applied on a semiannual basis) equal to the sum of
(i)
the Reinvestment Yield with respect to such Called Principal, plus (ii) thirty
basis points (0.30%). “Remaining
Scheduled Payments”
shall
mean, with respect to the Called Principal of any Bond, all payments of such
Called Principal and interest thereon that would be due on or after the
redemption date with respect to such Called Principal if no payment of such
Called Principal were made prior to its scheduled due date. “Reinvestment
Yield”
shall
mean, with respect to the Called Principal of any Bond, the yield to maturity
implied by (i) the yields reported, as of 10:00 a.m. (New York City time) on
the
fifth business day proceeding the date set for redemption on the display
designated as “PX1” of the Bloomberg Financial Markets Screen (or such other
display as may replace page PX1 of Bloomberg) for actively traded United States
Treasury Notes having a maturity closest to the weighted average life of the
bonds as of the date of redemption, or (ii) if such yields are not reported
as
of such time or the yields reported as of such time are not ascertainable,
the
Treasury Constant Maturity Series yields reported (for the latest day for which
such yields shall have been so reported as of the fifth Business Day preceding
the redemption date with respect to such Called Principal) in Federal Reserve
Statistical Release H.15(519) (or any comparable successor publication) for
actively traded U.S. Treasury securities having a constant maturity equal to
the
remaining weighted average life to final maturity (calculated in accordance
with
accepted financial practice) of such Called Principal as of such redemption
date. Such implied yield shall be determined (a) by calculating the remaining
weighted average life to final maturity of such Called Principal rounded to
the
nearest quarter-year and (b) if necessary, by interpolating linearly between
Treasury Constant Maturity Series yields.
If
this
bond or any portion thereof (One Thousand Dollars or a multiple thereof) is
called for redemption and payment duly provided for as specified in the
Indenture, this bond or such portion thereof, as the case may be, shall cease
to
be entitled to the lien of the Indenture from and after the date payment is
so
provided for and shall cease to bear interest from and after the redemption
date.
Except
as
otherwise provided in the Eighteenth Supplemental Indenture, in the event of
the
redemption of a portion only of the principal of this bond, payment of the
redemption price will be made at the option of the registered holder, either
(a)
upon presentation of this bond for notation hereon of such payment of the
portion of the principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a registered bond or bonds (but only
of
authorized denominations of the same series) for the unredeemed balance of
the
principal amount of this bond.
The
Company and the Trustee, with the consent of the holders of not less than
sixty-six and two-thirds percent in principal amount of the bonds at the time
outstanding (determined as provided in the Indenture) and affected (consenting
as a single class), may effect, by an indenture supplemental to the Indenture,
modifications or alterations of the Indenture and of the rights and obligations
of the Company and of the holders of the bonds and coupons. In no event shall
any such modification or alteration be made without the written approval or
consent of the registered holder hereof which will (a) extend the maturity
of
this bond or reduce the rate or extend the time of payment of interest hereon,
or reduce the amount of the principal hereof, or reduce any premium payable
on
the redemption hereof, or (b) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the Indenture, or alter
the
equal and proportionate security afforded by the lien of the Indenture for
the
bonds issued thereunder, or (c) reduce the number or percentage of the principal
amount of the bonds upon the consent of the holders of which modifications
or
alterations may be made as aforesaid or defaults may be waived.
This
bond
is transferable by the registered holder hereof in person or by his duly
authorized attorney, on books of the Company kept for the purpose at the
principal corporate trust office of the Trustee upon surrender of this bond
for
cancellation and thereupon a new registered bond of the same series of like
principal amount will be issued to the transferee in exchange
therefor.
The
registered holder of this bond at his option may surrender the same for
cancellation at said office and receive in exchange therefor the same aggregate
principal amount of registered bonds of the same series but of other authorized
denominations subject to the terms and conditions set forth in the
Indenture.
Neither
the Company nor the Trustee shall be required to make transfers or exchanges
of
bonds of this
series for a period of ten days next preceding any designation of bonds of
said
series to be redeemed, and neither the Company nor the Trustee shall be required
to make transfers or exchanges of any bonds designated in whole for redemption
or that part of any bond designated in part for redemption.
The
Eighteenth Supplemental Indenture provides that in the event of any default
in
payment of the interest due on any interest payment date, such interest shall
not be payable to the holder of the bond on the original record date but shall
be paid to the registered holder of such bond (or one or more Predecessor Bonds,
as defined in the Eighteenth Supplemental Indenture) on the subsequent record
date established for payment of such defaulted interest.
If
a
default as defined in the Indenture shall occur, the principal of this bond
may
become or be declared due and payable before maturity in the manner and with
the
effect provided in the Indenture. The holders, however, of specified percentages
in principal amount of the bonds at the time outstanding, to the extent and
as
provided in the Indenture, may waive certain defaults thereunder and the
consequences of such defaults.
No
recourse shall be had for the payment of the principal of or the premium, if
any, or the interest on this bond, or for any claim based hereon, or otherwise
in respect hereof or of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the Company or of
any
predecessor or successor corporation, either directly or through the Company
or
such predecessor or successor corporation, 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 and officers,
as
such, being waived and released by the registered holder hereof by the
acceptance of this bond and as provided in the Indenture.
The
Company and the Trustee, any paying agent and any bond registrar may deem and
treat the person in whose name this bond is registered, or his registered
assigns, as the absolute owner hereof, whether or not this bond shall be
overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the Trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary.
[FORM
OF
TRUSTEE’S AUTHENTICATION CERTIFICATE
FOR
BONDS
OF THE 2036 SERIES]
This
is
one of the bonds, of the series designated therein, described in the within
mentioned Indenture.
THE
BANK
OF NEW YORK, as Trustee,
By:
Authorized
Officer
[FORM
OF
ENDORSEMENT ON BONDS OF THE 2036 SERIES WITH RESPECT TO PAYMENTS ON ACCOUNT
OF
PRINCIPAL
PAYMENTS
ON ACCOUNT OF PRINCIPAL
|
Date
|
Amount
Paid
|
Balance
of Principal
Amount
Unpaid
|
Authorized
Signature
|
C. Form
of Legend. Bonds
of
the 2036 Series shall bear a legend or legends with respect to (a) the status
of
such bond under the Securities Act of 1933, as amended, and (b) the existence
of
arrangements, if any, for the payment of the redemption price of Bonds of the
2036 Series without presentation or surrender thereof, which shall state
substantially as follows:
“This
bond has not been registered under the Securities Act of 1933, as amended,
and
no transfer hereof may be effected unless (i) the transaction shall be exempt
within the meaning of such Act and the rules and regulations of the Securities
and Exchange Commission adopted thereunder or (ii) pursuant to a registration
statement. The registered holder of this bond is entitled to the benefits of
a
Bond Purchase Agreement, dated July 27, 2006, with the Company, approved by
and
on file with the Trustee, respecting payment of the redemption price of this
bond without presentation or surrender thereof, except that any bond paid or
redeemed in full shall thereafter be surrendered to the Trustee at its principal
office.”
SECTION
1.02. Redemption
Provisions for Bonds of the 2036 Series.
A. The
Bonds
of the 2036 Series
(i)
shall
be
subject to redemption prior to maturity, at the option of the Company, as a
whole at any time or in part from time to time, after the date of original
issue
upon payment of the principal amount thereof plus the Make-Whole Premium (as
defined in the form of the Bonds of the 2036 Series set forth in Section 1.01.B
hereof), if any; and
(ii)
shall
be
subject to redemption prior to maturity, as a whole at any time or in part
from
time to time, upon payment of the principal amount
thereof, through the application pursuant to Article Eight of the Original
Indenture of any trust moneys held by the Trustee received from the proceeds
of
the taking of all or any portion of the property of the Company subject to
the
lien of the Indenture, or from the proceeds of any sale of such property in
anticipation of or in lieu of any such taking;
together
in any case with interest thereon to the date fixed for redemption, upon not
less than 30 days’ nor more than 60 days’ notice given by registered mail,
postage prepaid, to the holder of record at the date of such notice of each
Bond
of the 2036 Series affected, at his address as shown on the bond register for
Bonds of the 2036 Series. Such notice shall be sufficiently given if deposited
in the United States mail within such period. Neither the failure to mail such
notice, nor any defect in any notice so mailed to any such holder, shall affect
the sufficiency of such notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all other conditions
and
provisions of the Indenture not inconsistent herewith.
In
the
case of any redemption pursuant to clause (i) of this Section 1.02.A,
concurrently with the making of the deposit required by Section 10.04 of the
Indenture the Company shall deliver to the Trustee a written statement setting
forth the calculation of the Make-Whole Premium to be paid.
B. Whenever
less than all the outstanding Bonds of the 2036 Series are to be redeemed,
the
Trustee shall redeem the Bonds of the 2036 Series or portions thereof as
follows:
(i)
The
Trustee shall prorate the principal amount of Bonds of the 2036 Series to be
redeemed among all registered holders of Bonds of the 2036 Series in the
proportion that the aggregate principal amount of Bonds registered in the name
of each such registered holder bears to the aggregate principal amount of
outstanding Bonds of the 2036 Series. In any prorating pursuant to this clause
the Trustee shall, according to such method as it shall deem proper in its
discretion, make such adjustments, by increasing or decreasing by not more
than
One Thousand Dollars ($1,000) the amount which would be allocable to any one
or
more registered holders of Bonds as may be necessary to the end that the
principal amount so prorated shall be One Thousand Dollars ($1,000) or an
integral multiple thereof.
(ii)
So
long
as any initial purchaser of Bonds of the 2036 Series, any nominee of any such
initial purchaser, any institutional investor entitled to the benefits of home
office payment pursuant to the agreements filed with and approved by the Trustee
as referred to in Section 1.01.A hereof, or any other registered holder to
which
the Company and the Trustee shall have agreed to extend the provisions of this
clause shall hold more than one Bond of the 2036 Series, for purposes of any
proration pursuant to the procedure set forth in clause (i) above, all Bonds
of
the 2036 Series registered in the name of any such initial purchaser, nominee,
institutional investor or other registered holder shall be deemed to be one
Bond
of the 2036 Series. In the event of a partial redemption of any Bonds of the
2036 Series registered in the name of such holder, the amount so redeemed shall
be allocated (1) pro rata among such Bonds registered in the name of such holder
in the proportion that the principal amount of each such bond so registered
bears to the principal amount of all such Bonds so registered or (2) by such
other method as such holder reasonably may request.
(iii)
Subject
to the specific provisions set forth hereinabove in this Section 1.02 and in the
form of the Bonds of the 2036 Series in Section 1.01.B hereof, the provisions
of
Article Ten of the Original Indenture shall govern any redemption of the Bonds
of the 2036 Series.
SECTION
1.03. Depreciation
Fund.
Notwithstanding the provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that so long as any of the Bonds of the 2036 Series
shall remain outstanding (a) the covenants made by the Company in Section 4.04
of the Original Indenture shall continue in full force and effect and (b) Bonds
delivered, redeemed or purchased pursuant to said Section 4.04 and any amount
of
unfunded Bond credits used as a credit in Item 7 of any annual depreciation
fund
certificate shall be deemed to be funded, unless and until the same shall have
been reinstated as provided in said Section 4.04 or in Section 2.03 of the
Original Indenture.
SECTION
1.04. Restriction
on Payment of Dividends on Common Stock.
So long
as any of the Bonds of the 2036 Series shall remain outstanding, the Company
shall not (a) declare or pay any dividend (other than dividends payable in
capital stock of the Company) or make any other distribution on any shares
of
Common Stock, or (b) make any expenditures for the purchase, redemption or
other
retirement for a consideration of any shares of Common Stock of the Company
(other than in exchange for, or from the proceeds of, new shares of capital
stock of the Company), if (i) after giving effect to and as a result of the
declaration or payment of such dividend, distribution or expenditure, a default
(as defined in the Indenture) would be deemed to exist or (ii) the aggregate
amount of all such dividends, distributions and expenditures made after December
31, 2005, would exceed the aggregate amount of the net income of the Company
available for such dividends, distributions or retirements, accumulated after
December 31, 2005, plus the sum of $4,000,000.
Net
income of the Company for the purpose of this Section shall mean the total
operating revenues of the Company, and other income, less all proper deductions
for expenses, taxes (including without limitation, income, excess profits and
other taxes based on or measured by income or undistributed earnings or income),
interest charges and other appropriate items, including provision for
maintenance and provision for retirements, depreciation or obsolescence which
shall be the amount actually charged by the Company on its books of account
(but
in respect of utility property not subject to prior liens in an amount not
less
than the minimum provision for depreciation, as defined in Section 1.32 of
the
Original Indenture), and after provision for all dividends accrued (whether
or
not paid) on any outstanding stock of the Company having preference over the
Common Stock as to dividends, and otherwise determined in accordance with sound
accounting practice; provided,
however,
that in
determining the net income of the Company for purposes of this Section no
deduction or adjustment shall be made for or in respect of (a) expenses in
connection with the redemption or retirement of any securities issued by, the
Company, including any amount paid in excess of the principal amount or par
or
stated value of securities redeemed or retired, or, in the event that such
redemption or retirement is effected with the proceeds of sale of other
securities of the Company, any interest or dividends on the securities redeemed
or retired from the date on which the funds required for such redemption or
retirement are deposited in trust for such purpose to the date of redemption
or
retirement; (b) profits or losses from sales of property or other assets carried
in plant or investment accounts of the Company or from the reacquisition of
any
securities of the Company, or taxes on or in respect of any such profits; (c)
any change in or adjustment of the book value of any assets owned by the Company
arising from a revaluation thereof; (d) charges to surplus on account of the
amortization or elimination of utility plant adjustment or acquisition accounts
or intangibles; and (e) any adjustment (including tax adjustments) applicable
to
any period prior to January 1, 2006; provided,
further, however,
that in
the calculation of such net income from any investments in associated companies
and any net income of subsidiaries shall be included only to the extent that
such amounts represent dividends declared or paid.
SECTION
1.05. Minimum
Provision for Depreciation.
The
Company covenants that the term “minimum provision for depreciation” shall have
the meaning specified in Section 1.32 of the Original Indenture so long as
any
of the Bonds of the 2036 Series shall remain outstanding.
SECTION
1.06. Duration
of Effectiveness of Article One.
This
Article shall be in force and effect only so long as any of the Bonds of the
2036 Series are outstanding
ARTICLE
II
PRINCIPAL
AMOUNT PRESENTLY TO BE OUTSTANDING
SECTION
2.01. The
total
aggregate principal amount of First Mortgage Bonds of the Company issued and
outstanding and presently to be issued and outstanding under the provisions
of
and secured by the Indenture will be (a) as of the date of initial issuance
of
Bonds of the 2036 Series, One Hundred Four Million ($104,000,000), namely,
Four
Million Dollars ($4,000,000) principal amount of First Mortgage Bonds, 7.05%
Series due 2006, Ten Million Dollars ($10,000,000) principal amount of First
Mortgage Bonds, 7.18% Series due 2006, Forty-Two Million Dollars ($42,000,000)
principal amount of First Mortgage Bonds, 6.04% Series due 2017, Fifteen Million
Dollars ($15,000,000) principal amount of First Mortgage Bonds, 6.70% Series
due
2018, Nine Million Dollars ($9,000,000) principal amount of First Mortgage
Bonds, 9.64% Series due 2020, Thirteen Million Dollars ($13,000,000) principal
amount of First Mortgage Bonds, 8.65% Series due 2022 now issued and
outstanding, and Eleven Million Dollars ($11,000,000) principal amount of First
Mortgage Bonds, 6.53% Series due 2036, to be issued upon compliance by the
Company with the provisions of Sections 5.02 and 5.03 and/or 5.04 and/or 5.05
of
the Original Indenture; and (b) as of the date of the second tranche of issuance
of Bonds of the 2036 Series, One Hundred Thirteen Million ($113,000,000),
namely, Four Million Dollars ($4,000,000) principal amount of First Mortgage
Bonds, 7.05% Series due 2006, Forty-Two Million Dollars ($42,000,000) principal
amount of First Mortgage Bonds, 6.04% Series due 2017, Fifteen Million Dollars
($15,000,000) principal amount of First Mortgage Bonds, 6.70% Series due 2018,
Nine Million Dollars ($9,000,000) principal amount of First Mortgage Bonds,
9.64% Series due 2020, Thirteen Million Dollars ($13,000,000) principal amount
of First Mortgage Bonds, 8.65% Series due 2022 now issued and outstanding,
and
Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds,
6.53% Series due 2036, to be issued upon compliance by the Company with the
provisions of Sections 5.02 and 5.03 and/or 5.04 and/or 5.05 of the Original
Indenture.
ARTICLE
III
MODIFICATIONS
AND AMENDMENTS
SECTION
3.01. So
long
as any of the Bonds of the 2036 Series shall remain outstanding, Article One
of
the Original Indenture is hereby modified by adding a new Section 1.43 which
shall read as follows: “Section 1.43. The term “Business Day” shall mean any day
other than a Saturday, Sunday or other day on which banks located in The City
of
New York, or Burlington, Vermont or any other city in which the principal
corporate trust office of the Trustee is located (if such office is not located
in The City of New York) are authorized or required by law to be
closed.”
SECTION
3.02. Pursuant
to clause (i) of Section 18.01 of the Original Indenture, the modification
of
the Original Indenture effected by Section 3.01 of this Eighteenth Supplemental
Indenture shall take effect without the consent of the holders of any of the
Bonds at the time outstanding, notwithstanding any of the provisions of Section
18.02 of the Original Indenture.
ARTICLE
IV
MISCELLANEOUS
SECTION
4.01. This
Eighteenth Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture, and shall form a part thereof,
and the Original Indenture, as heretofore supplemented and modified and hereby
supplemented and modified, is hereby confirmed. Except to the extent
inconsistent with the express terms hereof, all of the provisions, terms,
covenants and conditions of the Original Indenture, as supplemented and
modified, shall be applicable to the Bonds of the 2036 Series to the same extent
as if specifically set forth herein. All terms used in this Eighteenth
Supplemental Indenture shall be taken to have the same meanings as in the
Original Indenture, except in cases where the context clearly indicates
otherwise.
SECTION
4.02. All
recitals in this Eighteenth Supplemental Indenture are made by the Company
only
and not by the Trustee; and all of the provisions contained in the Original
Indenture, as supplemented and modified, in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect
hereof as fully and with like effect as if set forth herein in
full.
SECTION
4.03. This
Eighteenth Supplemental Indenture may be executed in several counterparts,
and
each of such counterparts shall for all purposes be deemed to be an original,
and all such counterparts, or as many of them as the Company and the Trustee
shall preserve undestroyed, shall together constitute but one and the same
instrument.
SECTION
4.04. Although
this Eighteenth Supplemental Indenture is dated for convenience and for the
purpose of reference as of July 1, 2006, the actual date or dates of execution
by the Company and by the Trustee are as indicated by their respective
acknowledgments hereto annexed.
ARTICLE
V
SCHEDULE
OF PROPERTY ACQUIRED BY GREEN MOUNTAIN POWER CORPORATION AND NOT HERETOFORE
SPECIFICALLY DESCRIBED IN THE INDENTURE
(1)
TRANSMISSION
LINES
ADDITIONS
TO PROPERTY
AS DESCRIBED IN
ORIGINAL
INDENTURE
All
of
the transmission lines and equipment located in the State of Vermont in several
cities and towns consisting of approximately 287 miles of overhead lines,
including necessary crossarms, guys and insulators. 1.5 miles is rated at 115
KV, 10.5 miles is rated at 69 KV, 5.4 miles is rated at 46 KV, 267.6 miles
is
rated at 34.5 KV and 2.0 miles of 13.8 KV.
(2)
DISTRIBUTION
ADDITIONS
TO PROPERTY AS DESCRIBED IN
ORIGINAL
INDENTURE
All
the
distribution lines and equipment located in the State of Vermont in several
cities and towns consisting of approximately 2,475
miles of overhead lines of 2.4 to 34.5 KV including necessary crossarms, guys,
insulators, appurtenances and line transformers and approximately 438 miles
of
underground cable of 2.4 to 34.5 KV. The Company’s property includes 342 MVA of
distribution substation capacity and approximately 1,019 MVA of transformers
for
step-down from distribution to customer use and approximately 91,605 customers
metering.. It is estimated that
at least
80 percent of above-mentioned lines are located upon public highways. With
respect to such parts of the lines as are located upon private property, the
Company has the necessary permits, rights in lands or easements enabling it
to
maintain said lines which said permits, rights in land or easements are part
of
the property hereby conveyed.
(3)
PRODUCTION
EQUIPMENT
Between
2003 and 2005, the following significant production equipment investments and
upgrades were completed:
| · |
Refurbishment
of the Gorge gas turbine in Colchester,
Vermont;
|
| · |
Purchase
of three replacement rotor blades for the wind plant in Searsburg,
Vermont;
|
| · |
Replacement
of the top section of the timber-crib dam at the Xxxxxx hydroelectric
plant in Duxbury, Vermont;
|
| · |
Replacement
of the turbine runner at the hydroelectric plant in Marshfield,
Vermont;
|
| · |
Reconstruction
and replacement of the rubber dam at the hydroelectric plant in W.
Danville, Vermont;
|
| · |
Replacement
of the control system for the diesel generators in Vergennes, Vermont;
and
|
| · |
Replacement
of the hydroelectric turbine on one of the hydroelectric units in
Vergennes, Vermont.
|
(4)
SUBSTATION
AND LINE IMPROVEMENTS
Between
2003 and 2005, the following significant substation and line improvements and
upgrades were completed
| · |
An
entire rebuild of Route 7 in Shelburne was completed including miles
of
main line and 3 phase feeders as part of a municipal road
project;
|
| · |
A
major rebuild of Xxxxxxx Drive in South Burlington, VT as part of a
municipal road project;
|
| · |
A
three phase rebuild in Charlotte to allow a new commercial customer
to
come on line;
|
| · |
Rehabilitation
of parts of our 34,5kV transmission system including new wire and poles
along the 3314, 3332 and 3311 transmission
lines;
|
| · |
Voltage
conversion in Berlin;
|
| · |
New
joint transmission and distribution substation project with Vermont
Electric Company and Vermont Electric Cooperative in Williston,
VT;
|
| · |
Six
whole circuit protection rehabilitation projects to enhance the
reliability of our least reliable
circuits;
|
| · |
Dozens
of major line rebuilds;
|
| · |
New
substation in Richmond, VT;
|
| · |
Two
major substation rebuilds and a voltage conversion in Colchester, VT;
and
|
| · |
An
underground 34.5kV distribution and transmission project in Winooski,
VT.
|
IN
WITNESS WHEREOF, Green Mountain Power Corporation has caused this Indenture
to
be signed
in
its corporate name and behalf, by Xxxxxxxxxxx X. Xxxxxx, President and Chief
Executive Officer, of the Company in that behalf duly authorized, and its
corporate seal to be hereunto affixed and attested by its Secretary, and The
Bank of New York in token of its acceptance of the trust hereby created has
caused this Indenture to be signed in its corporate name and
behalf by one of its Assistant Vice Presidents, and its corporate seal to be
affixed and attested by its Secretary or its Assistant Secretary, on the dates
indicated by their respective acknowledgments hereto annexed, but as of the
day
and year first above written.
GREEN
MOUNTAIN POWER CORPORATION
By:
/s/
Xxxxxxxxxxx X. Xxxxxx
Name:
Xxxxxxxxxxx X. Xxxxxx
President
and Chief Executive Officer
Attest:
/s/
Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx
X.
Xxxxxxx, Xx.
Secretary
Signed,
sealed and delivered on behalf of
GREEN
MOUNTAIN POWER CORPORATION in the presence of:
/s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
/s/
Xxxxxx X.
Lucia
Name:
Xxxxxx
X.
Xxxxx
CORPORATE
SEAL
THE
BANK
OF NEW YORK
By:
/s/
Xxxxx Xxxxxxxxxxx
Name:
Xxxxx Xxxxxxxxxxx
Assistant
Vice President
Attest:
/s/
Xxxxxxxxx Xxxxx
Xxxxxxxxx
Xxxxx
Assistant
Vice President
Signed,
sealed and delivered on behalf of
THE
BANK
OF NEW YORK in the presence of:
/s/
Xxxx
XxXxxxxx
Name:
Xxxx
XxXxxxxx
/s/
Xxxxx
Xxxxxxxxx-Xxxxxx
Name:
Xxxxx
Xxxxxxxxx-Xxxxxx
CORPORATE
SEAL
STATE
OF
VERMONT )
)SS.:
COUNT
OF
XXXXXXXXXX
)
On
this
27th
day of
July, A.D. 2006, before me, a Notary Public in and for said County in said
State
aforesaid, duly commissioned and acting as such, appeared Xxxxxxxxxxx X. Xxxxxx,
personally known to me and known by me to be the person who executed the within
and foregoing instrument in the name and on behalf of Green Mountain Power
Corporation, who, being by me duly sworn, did depose and say that he is the
President and Chief Executive Officer of Green Mountain Power Corporation,
one
of the corporations described in and that executed the said instrument, and
he
acknowledged said instrument so executed to be his free act and deed and the
free act and deed of said corporation, and on oath stated that said instrument
was signed and sealed by him as agent and in behalf of said corporation by
authority of its Board of Directors, and that the seal affixed to said
instrument is the corporate seal of said corporation.
Witness
my hand and official seal the day and year aforesaid.
/s/
Xxxxx Xxxxxxx
Name:
Xxxxx
Xxxxxxx
Notary
Public
State
of
Vermont
Commission Expires: 2/10/07
NOTARIAL
SEAL
STATE
OF
NEW YORK )
)SS.:
COUNTY
OF
NEW YORK )
On
this
27th
day of
July, A.D. 2006, before me, a Notary Public in and for said County in said
State
aforesaid, duly commissioned and acting as such, appeared Xxxxx Xxxxxxxxxxx,
personally known to me and known by me to be the person who executed the within
and foregoing instrument in the name and on behalf of The Bank of New York,
who,
being by me duly sworn, did depose and say that she is an Assistant Vice
President of The Bank of New York, one of the corporations described in and
that
executed the said instrument, and he acknowledged said instrument so executed
to
be his free act and deed and the free act and deed of said corporation, and
on
oath stated that said instrument was signed and sealed by him on behalf of
said
corporation by authority of its By-Laws, and that the seal affixed to said
instrument is the corporate seal of said corporation.
Witness
my hand and official seal the day and year aforesaid.
/s/
Xxxxxx
Xxxxxx
Name:
Xxxxxx Xxxxxx
Notary
Public
State
of
New York
Qualified
in New York County
No.
01CL5057121
Commission
Expires: May 11, 2010
