EXHIBIT A-4
NORTHEAST UTILITIES
and
THE BANK OF NEW YORK,
AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
Dated as of April 1, 2002
Supplemental to the Indenture,
dated as of April 1, 2002
Senior Notes, Series A, Due 2012
FIRST SUPPLEMENTAL INDENTURE, dated as of April 1, 2002, 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 desires to create a series of the Senior Notes in an aggregate
principal amount of up to $263,000,000 to be designated the "Senior Notes,
Series A, Due 2012" (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 First 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 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 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 A, Due 2012
SECTION 201. Issue of Notes.
A series of Senior Notes which shall be designated the "Senior Notes,
Series A, Due 2012" 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 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 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 First 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration.
ARTICLE THREE
Amendment of Original Indenture
SECTION 301. Amendment to Section 401 of the Original Indenture.
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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 premium, if any)
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
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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, (i) payment of the principal
of (and premium, if any) and each installment of principal of (and
premium, if any) or interest, if any, on the Outstanding Notes on the
Stated Maturity of such principal or installment of principal or interest
or to and including the Redemption Date irrevocably designated by the
Company pursuant to subparagraph (4) hereof and (ii) the benefit of any
mandatory sinking fund payments applicable to the Notes on the day on
which such payments are due and payable in accordance with the terms of
this Indenture and the Notes;
(b) the Company's obligations with respect to such Notes under
Sections 305, 306, 1002 and 1003 hereof and, if the Company shall have
irrevocably designated a Redemption Date pursuant to subparagraph (4)
hereof, Sections 1101, 1104 and 1106 hereof as they apply to such
Redemption Date;
(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, if
the Company shall have irrevocably designated a Redemption Date pursuant
to subparagraph (4) hereof, Article Eleven 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
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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, (x)
the principal of (and premium, if any) and each installment of
principal (and premium, if any) and interest, if any, on the Notes
on the Stated Maturity of such principal or premium or installment
of principal, premium or interest, or (y) the principal of (and
premium, if any) and interest on the Outstanding Notes to be
redeemed on the Redemption Date irrevocably designated by the
Company pursuant to subparagraph (4) hereof; 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 or Redemption Date, as the case may be,
and shall not contain provisions permitting the redemption or other
prepayment at the option of the issuer thereof prior to the Stated
Maturity or Redemption Date, as the case may be;
(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 deposit, defeasance
and discharge, which 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) if the Company has deposited or caused to be
deposited money or U.S. Government Obligations to pay or discharge
the principal of (and premium, if any) and interest, if any, on the
Outstanding Notes to and including a Redemption Date on which all of
the Outstanding Notes are to be redeemed, such Redemption Date shall
be irrevocably designated by a certificate signed by the Company's
President, Chief Financial Officer, Vice President, Treasurer or
Assistant Treasurer delivered to the Trustee on or prior to the date
of deposit of such money or U.S. Government Obligations, and such
certificate shall be accompanied by an irrevocable Company Request
that the Trustee give notice of such redemption in the name and at
the expense of the Company not less than 30 nor more than 60 days
prior to such Redemption Date in accordance with Section 1104
hereof; and
(5) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that
all conditions precedent
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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 irrevocably designated a Redemption Date pursuant to
subparagraph (4) hereof, such Redemption Date is no more than 60 days after the
date of the deposit referred to in subparagraph (1) hereof and the Company has
complied with the remaining conditions of subparagraphs (1) through (5) hereof.
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 Company or its
representative under any Federal or 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 premium, if any) and each
installment of principal (and premium, if any) and interest, if any,
on the Notes on the Stated Maturity of such principal or premium or
installment of principal, premium or interest or to and including
the Redemption Date irrevocably designated by the Company pursuant
to subparagraph (4) of this Section 1009; 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 or Redemption Date, as the case may be,
and shall not contain provisions permitting the redemption or other
prepayment at
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the option of the issuer thereof prior to the Stated Maturity or
Redemption Date, as the case may be;"
SECTION 304. Amendment to Section 1102 of the Original Indenture.
The first sentence of Section 1102 of the Original Indenture is hereby
amended with respect to the Notes to read as follows in its entirety:
"The election of the Company to redeem any Securities shall be
authorized and evidenced by a certificate of the Company's
President, Chief Financial Officer, Vice President, Treasurer or
Assistant Treasurer."
SECTION 305. Notice of Redemption.
The first sentence of Section 1104 is hereby amended with respect to the
Notes to read as follows in its entirety:
"Notice of redemption shall be given by first class mail, postage
prepaid, mailed not more than 60 days nor less than 30 days prior to
the Redemption Date (unless a shorter period is acceptable to the
Trustee), to each Holder of the series of Securities to be redeemed,
at the Holder's address appearing in the Security Register."
The final paragraph of Section 1104 is hereby deleted, and the following
paragraphs are hereby substituted in its place, with respect to the Notes:
"Such notice may state that such redemption shall be conditional
upon the receipt by the Trustee or Paying Agent, on or prior to the
Redemption Date, of money sufficient to pay the Redemption Price and
accrued and unpaid interest, if any, on such Securities and that if
such money shall not have been so received such notice shall be of
no force and effect and the Company shall not be required to redeem
such Securities; provided, however, that any notice of redemption
shall become unconditional and irrevocable upon the deposit of money
or U.S. Government Obligations, or a combination of money and US
Government Obligations, with the Trustee or the Paying Agent
pursuant to Section 403 or Section 1009. If such notice of
redemption contains such a condition and such money is not so
received, the redemption shall not be made and within a reasonable
time thereafter notice shall be given, in the manner in which the
notice of redemption was given, that such money was not so received
and such redemption was not required to be made, and the Trustee or
the Paying Agent for the Securities otherwise to have been redeemed
shall promptly return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.
Notice of redemption of Securities to be redeemed at the
election of the Company, and any notice of non-satisfaction of a
condition for redemption as aforesaid, shall be given by the Company
or, at the Company's request, by the Trustee in the name and at the
expense of the Company. Notice of mandatory
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redemption of Securities shall be given by the Trustee in the name
and at the expense of the Company."
SECTION 306. Amendment to Section 1106 of the Original Indenture.
Section 1106 of the Original Indenture is hereby amended with respect to
the Notes to read as follows in its entirety:
Section 1106. Securities Payable on Redemption Date.
(a) Notice of redemption having been given as aforesaid, and the
conditions, if any, set forth in such notice having been satisfied, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such
date (unless, in the case of an unconditional notice of redemption, the
Company shall default in the payment of the Redemption Price and accrued
and unpaid interest, if any) such Securities shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued and unpaid interest to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is
on or prior to the Redemption Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their
terms and the provisions of Section 307 hereof.
(b) If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate
prescribed therefor in the Security.
ARTICLE FOUR
Miscellaneous
SECTION 401. 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 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 First Supplemental
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.
SECTION 403. Effect of Headings.
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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 First Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 405. Separability Clause.
In case any provision in this First 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 First Supplemental Indenture.
Nothing in this First 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 First Supplemental Indenture.
SECTION 407. 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 408. Governing Law.
This First 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 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 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,
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obligation or undertaking shall look only to the trust estate for the payment or
satisfaction thereof.
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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:____________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant Treasurer - Finance
THE BANK OF NEW YORK,
as Trustee
By:____________________________
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
-▇▇-
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ )
) ss.:
COUNTY OF HARTFORD )
On the ___ day of April, 2002, before me personally came ▇▇▇▇▇ ▇. ▇▇▇▇▇,
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.
_______________________________________
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ____ day of April, 2002, before me personally came ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
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.
_______________________________________
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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 A, DUE 2012
CUSIP NO. 664397 AE 6 $___________
No. __
NORTHEAST UTILITIES, a voluntary association duly organized and existing
under the laws of the Commonwealth of Massachusetts (the "Company" which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of _______________________ ($______________) on April 1, 2012
(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 April 1
and October 1 in each year, commencing October 1, 2002, at the rate of 7.25% 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, Stated Maturity or Redemption Date is
not a Business Day, then payment of principal and interest, if
any, or principal and premium, 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 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.
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[Form of Reverse of Global Security]
NORTHEAST UTILITIES
SENIOR NOTES, SERIES A, DUE 2012
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, 2002 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 at the option of
the Company, in whole or in part, from time to time at a Redemption Price equal
to the principal amount of the Securities being redeemed, plus accrued and
unpaid interest thereon to but excluding the Redemption Date, plus the
Make-Whole Premium. The "Make-Whole Premium" means an amount equal to the
excess, if any, of (i) the present value of all interest and principal payments
scheduled to become due after the Redemption Date on the Securities being
redeemed (such present value to be determined on the basis of a discount rate
equal to the sum of (a) the Treasury Rate and (b) 25 basis points), over (ii)
the principal amount of the Securities being redeemed. The "Treasury Rate"
means, with respect to any redemption of Securities, the yield to maturity at
the time of computation of United States Treasury securities with a final
maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H. 15(519) which has become publicly available at least two
Business Days in New York prior to the Redemption Date (or, if such statistical
release is no longer published, any publicly available source or similar market
data)) most nearly equal to the remaining average life on the Redemption Date of
the Securities being redeemed; provided, however, that if the period from the
Redemption Date to the maturity date of the Securities being redeemed is less
than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.
Except as otherwise provided in the Indenture, 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
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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 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 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
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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
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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.
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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
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