Exhibit A-1.3
EXECUTION COPY
__________________________________________________________
NORTHEAST UTILITIES
and
THE BANK OF NEW YORK,
AS TRUSTEE
_________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 1, 2003
Supplemental to the Indenture,
dated as of April 1, 2002
Senior Notes, Series B, Due 2008
______________________________________________________________
SECOND SUPPLEMENTAL INDENTURE, dated as of June 1, 2003, 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 April 1, 2002 (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, (a) 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,
and (b) changing the provisions of the Original Indenture as they apply
to any series created by such supplemental indenture.
The Company has heretofore executed and delivered to the
Trustee the following Supplemental Indenture for the purpose of creating
a new series of bonds and amending the Original Indenture:
Date Series Amount
April 1, 2002 Series A, Due 2012 $263,000,000
The Company desires to create an additional series of the
Senior Notes in an aggregate principal amount of up to $150,000,000 to
be designated the "Senior Notes, Series B, Due 2008" (the "Notes"), and
all action on the part of the Company necessary to authorize the
issuance of the Notes under the Original Indenture and this Second
Supplemental Indenture has been duly taken.
All acts and things necessary to make the Notes, when
executed by the Company and completed, authenticated and delivered by
the Trustee as provided in the Original Indenture and this Second
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 SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance
and purchase of the 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 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 Notes attached hereto as Exhibit A.
ARTICLE TWO
Terms and Issuance of the Senior Notes, Series B, Due 2008
SECTION 201. Issue of Notes.
A series of Senior Notes which shall be designated the
"Senior Notes, Series B, Due 2008" 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 Second Supplemental
Indenture (including the form of Global Security set forth in Exhibit
A hereto). The aggregate principal amount of the Notes which may be
authenticated and delivered under this Second Supplemental Indenture
shall not, except as permitted by the provisions of the Original
Indenture, exceed $150,000,000.
SECTION 202. Form of Notes; Incorporation of Terms.
The Notes shall be in substantially the form set forth in
Exhibit A attached hereto. The terms of the Notes contained in such
form are hereby incorporated herein by reference and are made a part of
this Second Supplemental Indenture.
SECTION 203. Global Security; Depositary for Global Securities.
The Notes shall be issued initially in the form of a Global
Security. The Depositary for any Global Securities of the series of
which the Notes are a part shall be The Depository Trust Company, New
York, New York.
SECTION 204. Restrictions on Liens.
The provisions of Section 1007 of the Original Indenture shall
be applicable to the Notes.
SECTION 205. Sale and Leaseback Transactions.
The provisions of Section 1012 of the Original Indenture shall
be applicable to the Notes.
SECTION 206. Place of Payment.
The Place of Payment in respect of the 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
Amendment of Original Indenture
SECTION 301. Amendment to Section 401 of the Original Indenture.
Section 401 of the Original Indenture is hereby amended with
respect to the Notes to read as follows in its entirety:
Section 401. Satisfaction and Discharge of Indenture.
This Indenture shall upon Company Request cease to be of
further effect, and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge
of this Indenture, when
(1) either (A) all Securities theretofore authenticated
and delivered (other than (x) Securities which have been
destroyed, lost or stolen and which have been replaced or paid
as provided in Section 306 hereof and (y) Securities for whose
payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust, as
provided in Section 1003 hereof) have been delivered to the
Trustee for cancellation; or
(B) all such Securities not theretofore
delivered to the Trustee for cancellation have become due
and payable and the Company has irrevocably deposited or
caused to be irrevocably deposited (in each case except as
provided in Section 402(c) hereof and the last paragraph of
Section 1003 hereof) with the Paying Agent or with the
Trustee as trust funds in trust for the purpose an amount of
money sufficient to pay and discharge, or has otherwise paid,
the entire Indebtedness on such Securities for principal and
interest, if any;
(2) the Company has paid or caused to be paid all other
sums payable hereunder by the Company; and
(3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been
complied with;
provided, however, that if the Trustee or any Paying
Agent is required to return any money deposited with
it as described in this Section 401 to the Company or its
representative under any applicable Federal or state
bankruptcy, insolvency or similar law, this Indenture shall
retroactively be deemed not to have been satisfied and
discharged and automatically shall be reinstated and
shall remain in full force and effect without any further
action, but the Company shall execute and deliver such
instruments as the Trustee shall reasonably request to
evidence and acknowledge the same.
Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section
607 hereof, the obligations of the Trustee to any Authenticating Agent
under Section 614 hereof and, if money shall have been deposited with
the Paying Agent or the Trustee pursuant to subclause (B) of clause (1)
of this Section 401, the obligations of the Company and the Trustee
under Sections 401, 402, 1002 and 1003 hereof shall survive.
SECTION 302. Amendment to Section 403 of the Original Indenture.
Section 403 of the Original Indenture is hereby amended with
respect to the Notes to read as follows in its entirety:
Section 403. Satisfaction, Discharge and Defeasance of the Notes.
The Company shall be deemed to have paid and Discharged the
entire Indebtedness on all the Outstanding Notes upon the deposit
referred to in subparagraph (1) hereof, and the provisions of this
Indenture, as they relate to such Outstanding Notes, shall no
longer be in effect (and the Trustee, at the expense of the
Company, shall at Company Request execute proper instruments
acknowledging the same), except as to:
(a) the rights of Holders of the Notes to receive, from the
trust funds described in subparagraph (1) hereof, payment of
the principal of or interest, if any, on the Outstanding Notes
on the Stated Maturity;
(b) the Company's obligations with respect to such Notes
under Sections 305, 306, 1002 and 1003 hereof;
(c) the Company's obligations with respect to the Trustee
under Section 607 hereof; and
(d) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 402
hereof and the duty of the Trustee to authenticate Notes on
registration of transfer or exchange;
provided that, the following conditions shall have been satisfied:
(1) the Company has irrevocably deposited or caused
to be irrevocably deposited (in each case except as
provided in Section 402(c) hereof and the last paragraph
of Section 1003 hereof) with the Trustee as trust funds
in trust, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of the
Notes, an amount of (i) money, or (ii) U.S. Government
Obligations or a combination of money and U.S. Government
Obligations, in each case sufficient, in the opinion of
a nationally recognized firm of independent certified
public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge,
and which the Trustee shall be instructed to apply to
pay and discharge, the principal of and interest, if any,
on the Notes on the Stated Maturity; provided, however,
that (A) all money and U.S. Government Obligations
deposited pursuant to this Section 403 shall be
denominated in U.S. Dollars; and (B) U.S. Government
Obligations shall be valued at the amount of money that
they will provide through the payment of principal and
interest in respect thereof in accordance with their
terms no later than one day prior to the Stated Maturity,
and shall not contain provisions permitting the
redemption or other prepayment at the option of the
issuer thereof prior to the Stated Maturity;
(2) no Event of Default or event which with notice
or lapse of time would become an Event of Default
(including by reason of such deposit) with respect to the
Notes shall have occurred and be continuing on the date
of such deposit;
(3) the Company has delivered to the Trustee an
unqualified opinion, in form and substance reasonably
acceptable to the Trustee, of independent counsel of
national standing selected by the Company and
satisfactory to the Trustee to the effect that (i)
Holders of the Notes will not recognize income, gain or
loss for Federal income tax purposes as a result of the
defeasance and discharge, which deposit, opinion shall
be based on a change in law or a ruling by the U.S.
Internal Revenue Service after the date hereof and (ii)
the defeasance trust is not, or is registered as, an
investment company under the Investment Company Act of
1940;
(4) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of the
Securities have been complied with.
The condition set forth in clause (i) of subparagraph 3) hereof shall
not apply if the Company shall have complied with the remaining
conditions of subparagraphs 1-4 hereof as of a date which is no less
than 60 days prior to the maturity date.
Anything herein to the contrary notwithstanding, (a) if the Trustee or
any Paying Agent is required to return any money or U.S. Government
Obligations deposited with it pursuant to this Section 403 to the
under any Federal or Company or its representative state bankruptcy,
insolvency or similar law, such Security shall thereupon be deemed
retroactively not to have been paid and any satisfaction and discharge
of the Company's Indebtedness in respect thereof shall retroactively
be deemed not to have been effected, and such Security shall be deemed
to remain Outstanding and the provisions of the Indenture relating to
such Security shall be reinstated and shall remain in full force and
effect and (b) any satisfaction and discharge of the Company's
Indebtedness in respect of any Security shall be subject to the
provisions of the last paragraph of Section 1003.
SECTION 303. Amendment to Section 1009 of the Original
Indenture.
Subparagraph (i) of Section 1009 of the Original Indenture is
hereby amended with respect to the Notes to read as follows in its
entirety:
"the Company has irrevocably deposited or caused to be
irrevocably deposited (in each case except as provided in
Section 402(c) hereof and the last paragraph of Section 1003
hereof) with the Trustee (specifying that each deposit is
pursuant to this Section 1009) as trust funds in trust,
specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Notes, an amount of
(i) money or (ii) U.S. Government Obligations or a combination
of money and U.S. Government Obligations, in each case
sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a
written certification thereof delivered to the Trustee, to
pay and discharge, and which the Trustee shall be instructed
to apply to pay and discharge, the principal of and each
installment of principal and interest, if any, on the Notes
on the Stated Maturity of such principal; provided, however,
that (A) all money and U.S. Government Obligations deposited
pursuant to this Section 1009 shall be denominated in U.S.
Dollars; and (B) U.S. Government Obligations shall be valued
at the amount of money that they will provide through the
payment of principal and interest in respect thereof in
accordance with their terms no later than one day prior to
the Stated Maturity and shall not contain provisions
permitting the redemption or other prepayment at the option of
the issuer thereof prior to the Stated Maturity;"
ARTICLE FOUR
Miscellaneous
SECTION 401. Execution as Supplemental Indenture.
This Second Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture and,
as provided in the Original Indenture, this Second Supplemental
Indenture forms a part thereof.
SECTION 402. 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 Second
Supplemental Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.
SECTION 403. Effect of Headings.
The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.
SECTION 404. Successors and Assigns.
All covenants and agreements by the Company in this Second
Supplemental Indenture shall bind its successors and assigns, whether
so expressed or not.
SECTION 405. Separability Clause.
In case any provision in this Second Supplemental Indenture
or in the 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 406. Benefits of Second Supplemental
Indenture.
Nothing in this Second Supplemental Indenture or in the 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 Second
Supplemental Indenture.
SECTION 407. Recitals.
The Trustee shall have no responsibility for the recitals
contained in this Second Supplemental Indenture, all of which shall
be taken as the statements of the Company, or for the validity or
sufficiency of this Second Supplemental Indenture.
SECTION 408. Governing Law.
This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
SECTION 409. Execution and Counterparts.
This Second 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 410. 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 Second
Supplemental Indenture to be duly executed, all as of the day and year
first above written.
NORTHEAST UTILITIES
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Assistant
Treasurer - Finance
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Title: Vice President
STATE OF
CONNECTICUT )
) ss.: Berlin June 3, 2003
COUNTY OF HARTFORD )
On the 3rd day of June, 2003, 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 Trustees of said corporation.
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx
Commissioner of
the Superior Court
STATE OF
NEW YORK )
)ss.: June 3, 2003
COUNTY OF
NEW YORK )
On the 3rd day of June, 2003, 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.
/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Notary Public, State of New York
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
SENIOR NOTES, SERIES B, DUE 2008
CUSIP NO. 664397 AF 3 $150,000,000
No. 1
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 ONE HUNDRED AND FIFTY MILLION DOLLARS
($150,000,000) on June 1, 2008 (the "Final Maturity"), and to pay
interest thereon from the date of original issuance of the Notes or
from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semiannually in arrears on June 1 and
December 1 in each year, commencing December 1, 2003, at the rate of
3.30% per annum, until the principal hereof is paid or made available
for payment.
The amount of interest payable for any period other than
a complete interest payment period will be computed on the basis of a
360-day year consisting of twelve thirty day months for the actual
number of days elapsed. In any case where any Interest Payment Date or
Stated Maturity is not a Business Day, then payment of principal and
interest, if any, 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.
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 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
SENIOR NOTES, SERIES B, DUE 2008
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
April 1, as amended and supplemented from time to time between the
Company and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under Indenture)
and as supplemented by the Second Supplemental Indenture dated as of
June 1, 2003 (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 is
Indenture and all indentures supplemental thereto reference
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
$150,000,000 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 not subject to
redemption at the option of the Company for any reason prior to
maturity.
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 for any
period other than a complete interest payment period will be computed
and paid on the basis of a 360-day year consisting of twelve thirty day
months 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 all 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 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 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 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 whatsoever 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: , 2003
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: , 2003
THE BANK OF NEW YORK,
as Trustee
By: __________________________
Authorized Signatory
