Exhibiut 4.1
WESTERN MASSACHUSETTS ELECTRIC COMPANY
and
THE BANK OF NEW YORK,
as TRUSTEE
_________________________
SECOND SUPPLEMENTAL INDENTURE
Dated as of September 1, 2004
Supplemental to the Indenture
dated as of September 1, 2003
Senior Notes, Series B, Due 2034
SECOND SUPPLEMENTAL INDENTURE, dated as of September 1,
2004, between WESTERN MASSACHUSETTS ELECTRIC COMPANY, a
corporation 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 September 1, 2003 (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 the following series of bonds:
Date Series Amount
September 1, 2003 Senior Notes, Series A, $55,000,000
Due 2013
The Company desires to create a new series of the
Senior Notes in an aggregate principal amount of up to
$50,000,000 to be designated the "Senior Notes, Series B,
Due 2034" (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 2034
SECTION 201. Issue of Notes.
A series of Senior Notes which shall be designated the
"Senior Notes, Series B, Due 2034" 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 the Note attached hereto as Exhibit A). The
aggregate principal amount of the Notes which will initially
be authenticated and delivered under this Second
Supplemental Indenture shall be $50,000,000. Additional
Senior Notes, without limitation as to amount, having
substantially the same terms as the Notes (except a
different issue date, issue price and bearing interest from
the last Interest Payment Date to which interest has been
paid or duly provided for on the Outstanding Notes, and, if
no interest has been paid, from March 15, 2005), may also be
issued by the Company pursuant to this Second Supplemental
Indenture without the consent of the existing Holders of the
Notes. Such additional Notes shall be part of the same
series as the Outstanding Notes.
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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: Corporate Trust Administration.
ARTICLE THREE
Miscellaneous
SECTION 301. 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 302. 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 303. Effect of Headings.
The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 304. 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 305. 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 306. 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 307. 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 308. Governing Law.
This Second Supplemental Indenture shall be governed by
and construed in accordance with the laws of the State of
New York.
SECTION 309. 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.
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.
WESTERN MASSACHUSETTS ELECTRIC
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Assistant
Treasurer - Finance
THE BANK OF NEW YORK,
as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
STATE OF CONNECTICUT )
) ss.:
COUNTY OF HARTFORD )
On the 21st day of September, 2004, 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 Western Massachusetts Electric Company, 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/ ▇▇▇▇ ▇▇▇▇▇▇
Notary Public Information
My commission expires: 3/31/06
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 22nd day of September, 2004, 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.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public Information
▇▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public, State of New York
No. 01H16076679
Qualified in Rockland County
Commission Expires: July 1, 2006
Exhibit 4.2
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 Western Massachusetts Electric
Company 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.
WESTERN MASSACHUSETTS ELECTRIC COMPANY
SENIOR NOTES, SERIES B, DUE 2034
CUSIP NO. 958587 BE 6
No. 1 $50,000,000
WESTERN MASSACHUSETTS ELECTRIC COMPANY, a corporation
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 Fifty Million Dollars ($50,000,000) on
September 15, 2034 (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 March 15 and September 15 in each year,
commencing March 15, 2005, at the rate of 5.90% per annum,
until the principal hereof is paid or made available for
payment and at the rate of 5.90% per annum on any overdue
principal and premium and (to the extent that the payment of
such interest shall be legally enforceable) on any overdue
installment of interest.
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 and, for any period shorter than a full month, on the
basis of the actual number of days elapsed in such period.
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 the Indenture, be paid to the Person in whose name this
Security is registered at the close of business on the
Regular Record Date for such interest, which shall be (1)
the Business Day next preceding such Interest Payment Date
if this Security remains in book-entry only form or (2) the
15th calendar day (whether or not a Business Day) next
preceding such Interest Payment Date if this Security does
not remain in book-entry only form. Any such interest not so
punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such date and may either be paid
to the Person in whose name this Security is registered at
the close of business on a Special Record Date for the
payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements
of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and premium, if any) and
any interest on this Security will be made at the office or
agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
This Security has initially been issued in the form of
a Global Security, and the Company has initially designated
The Depository Trust Company, New York, New York (the
"Depositary," which term shall include any successor
depositary) as the Depositary for this Security. For as
long as this Security or any portion hereof is issued in
such form, and notwithstanding the previous paragraph, all
payments of interest, principal and other amounts in respect
of this Security or portion thereof shall be made to the
Depositary or its nominee in accordance with its applicable
policies and procedures, in the coin or currency specified
above and as further provided on the reverse hereof.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if
set forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse
hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[Form of Reverse of Global Security]
WESTERN MASSACHUSETTS ELECTRIC COMPANY
SENIOR NOTES, SERIES B, DUE 2034
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 September 1, 2003 as amended and
supplemented from time to time and as supplemented by the
First Supplemental Indenture dated as of September 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 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 $50,000,000. The
provisions of this Security, together with the provisions of
the Indenture, shall govern the rights, obligations, duties
and immunities of the Holder, the Company and the Trustee
with respect to this Security, provided that, if any
provision of this Security conflicts with any provision of
the Indenture, the provision of this Security shall be
controlling to the fullest extent permitted under the
Indenture.
The Securities of this series are subject to redemption
upon not less than thirty (30) or more than sixty (60) days'
notice by mail to the Holders of such securities at their
addresses in the Security Register, 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) 15 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 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.
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 the aggregate having the
same principal amount as this Security and registered in
such names as the Depositary for such Global Security shall
direct.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of a Security of
the series of which this Security is a part is registrable
in the Security Register, upon surrender of this Security
for registration of transfer at the office or agency of the
Company in any place where the principal of and any premium
and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of the series of which this Security is
a part are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this
series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof
for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
For so long as this Security is issued in the form of a
Global Security, neither the Company nor the Trustee will
have any responsibility with respect to the policies and
procedures of the Depositary or for any notices or other
communications among the Depositary, its direct and indirect
participants or the beneficial owners of this Security.
Neither the failure to give any notice nor any defect
in any notice given to the Holder of this Security or any
other Security of this series will affect the sufficiency of
any notice given to any other Holder of any Securities of
this series.
The Indenture provides that the Company, at its option
(a) will be discharged from any and all obligations in
respect of the Securities (except for certain obligations to
register the transfer or exchange of Securities, replace
stolen, lost or mutilated Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need
not comply with certain restrictive covenants of the
Indenture, in each case if the Company deposits, in trust,
with the Trustee money or U.S. Government Obligations which,
through the payment of interest thereon and principal
thereof in accordance with their terms, will provide money,
in an amount sufficient to pay all the principal of, and
premium, if any, and interest, if any, on the Securities on
the dates such payments are due in accordance with the terms
of such Securities, and certain other conditions are
satisfied.
No recourse shall be had for the payment of the
principal of or the interest on this Security, or for any
claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture
supplemental thereto, against any trustee, incorporator,
stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either
directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the
acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
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 not defined herein
which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
IN WITNESS WHEREOF, Western Massachusetts Electric
Company has caused this instrument to be duly executed.
Dated: September 23, 2004
WESTERN MASSACHUSETTS ELECTRIC
COMPANY
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Treasurer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within mentioned Indenture.
Dated: September 23, ▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇,
as Trustee
By: /s/ Geovannni ▇▇▇▇▇▇
Authorized Signatory
