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SIXTEENTH SUPPLEMENTAL INDENTURE

Indenture Agreement

SIXTEENTH SUPPLEMENTAL INDENTURE | Document Parties: FIRST FIDELITY BANK, NATIONAL ASSOCIATION | FIRST UNION NATIONAL BANK | New Bank of New England, National Association | NEW ENGLAND MERCHANTS NATIONAL BANK | Wachovia Bank, National Association You are currently viewing:
This Indenture Agreement involves

FIRST FIDELITY BANK, NATIONAL ASSOCIATION | FIRST UNION NATIONAL BANK | New Bank of New England, National Association | NEW ENGLAND MERCHANTS NATIONAL BANK | Wachovia Bank, National Association

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Title: SIXTEENTH SUPPLEMENTAL INDENTURE
Governing Law: New Hampshire     Date: 5/29/2008

SIXTEENTH SUPPLEMENTAL INDENTURE, Parties: first fidelity bank  national association , first union national bank , new bank of new england  national association , new england merchants national bank , wachovia bank  national association
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Exhibit 4.1

PUBLIC SERVICE COMPANY

OF NEW HAMPSHIRE

AND

U.S. BANK NATIONAL ASSOCIATION,

Successor to WACHOVIA BANK, NATIONAL ASSOCIATION

and to FIRST UNION NATIONAL BANK

Formerly Known as FIRST FIDELITY BANK, NATIONAL ASSOCIATION,

NEW JERSEY

Successor to BANK OF NEW ENGLAND, NATIONAL ASSOCIATION

(Formerly Known as NEW ENGLAND MERCHANTS NATIONAL BANK)

and to

NEW BANK OF NEW ENGLAND, NATIONAL ASSOCIATION, TRUSTEE

SIXTEENTH SUPPLEMENTAL INDENTURE

Dated as of May 1, 2008

TO ISSUE SERIES O

FIRST MORTGAGE BONDS

$110,000,000 First Mortgage Bonds, Series O, Due 2018

 

 


 


TABLE OF CONTENTS

 

 

 

 

 

Page

Date and Parties

 

 

Recitals

 

1

Granting Clauses

 

2

Exceptions

 

4

Habendum

 

4

Declaration in Trust

 

4

 

 

 

 

 

ARTICLE 1 – SERIES O BONDS

 

 

1.01

 

Designation; Amount

 

4

1.02

 

Form of Series O Bonds; Global Security; Depository for Global Securities

 

5

1.03

 

Provisions of Series O Bonds; Interest Accrual

 

5

1.04

 

Transfer and Exchange of Series O Bonds

 

6

1.05

 

Redemption of the Series O Bonds

 

6

1.06

 

Effect of Event of Default

 

8

1.07

 

Payment Date Not a Business Day

 

8

1.08

 

Amendment and Restatement of Mortgage Indenture

 

8

 

 

 

 

 

ARTICLE 2 – MISCELLANEOUS PROVISIONS

 

 

2.01

 

Recitals

 

9

2.02

 

Benefits of Sixteenth Supplemental Indenture

 

9

2.03

 

Effect of Sixteenth Supplemental Indenture

 

9

2.04

 

Termination

 

10

2.05

 

Trust Indenture Act

 

10

2.06

 

Counterparts

 

10

2.07

 

Notices

 

10

2.08

 

Definitions

 

10

Testimonium

Signatures

Schedule A – Form of Series O Bonds

Schedule B – Description of Certain Properties Acquired Since September 1, 2007.

Acknowledgments

Endorsement

 

 

i

 


 


THIS SIXTEENTH SUPPLEMENTAL INDENTURE dated as of May 1, 2008, between PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE (with its successors and assigns, the “Company”), a corporation duly organized and existing under the laws of the State of New Hampshire, having its principal place of business at Energy Park, 780 North Commercial Street in Manchester, New Hampshire 03101, and U.S. BANK NATIONAL ASSOCIATION (as successor to Wachovia Bank, National Association, and by merger to First Union National Bank, formerly known as First Fidelity Bank, National Association, New Jersey, successor in trust to Bank of New England, National Association (formerly known as New England Merchants National Bank) and to New Bank of New England, National Association), said U.S. BANK NATIONAL ASSOCIATION being a national banking association duly organized and existing under the laws of the United States of America having a corporate trust office at 21 South Street, Third Floor, Morristown, New Jersey 07960 and duly authorized to execute the trusts hereof (with its successors in trust, the “Trustee”) under the General and Refunding Mortgage Indenture, dated August 15, 1978 (as amended by ten supplemental indentures, including the Tenth Supplemental Indenture dated as of May 1, 1991, the “Original Indenture” and sometimes referred to, with each and every prior indenture supplemental thereto and each and every other instrument, including this Sixteenth Supplemental Indenture, supplemental to the Original Indenture, as the “Indenture”).

WHEREAS, the Company has previously executed and delivered to the Trustee fifteen supplemental indentures which are part of the Indenture for the purposes recited therein and for the purpose of issuing bonds under the Indenture, the currently outstanding series of which are set forth in the following table:

 

Supplemental
Indenture No.

 

Dated
as of

 

Series

 

Series Designation

 

Principal
Amount

Authorized

 

Principal
Amount

Issued

 

Principal
Amount
Outstanding

 

Tenth

 

May 1, 1991

 

Series F

 

First Mortgage Bonds (Series F Adjustable Rate* due 2021)

 

$

114,500,000

 

$

75,000,000

 

$

75,000,000

 

Tenth

 

May 1, 1991

 

Series G

 

First Mortgage Bonds (Series G Adjustable Rate* due 2021)

 

$

114,500,000

 

$

44,800,000

 

$

44,800,000

 

Twelfth

 

December 1, 2001

 

Series I

 

First Mortgage Bonds (Series I due 2021)*

 

$

89,250,000

 

$

89,250,000

 

$

89,250,000

 

Twelfth

 

December 1, 2001

 

Series J

 

First Mortgage Bonds (Series J due 2021)*

 

$

89,250,000

 

$

89,250,000

 

$

89,250,000

 

Twelfth

 

December 1, 2001

 

Series K

 

5.45% First Mortgage Bonds (Series K due 2021)

 

$

108,985,000

 

$

108,985,000

 

$

108,985,000

 

Thirteenth

 

July 1, 2004

 

Series L

 

5.25% First Mortgage Bonds, Series L, due 2014

 

$

50,000,000

 

$

50,000,000

 

$

50,000,000

 

Fourteenth

 

October 1, 2005

 

Series M

 

5.60% First Mortgage Bonds, Series M, due October 5, 2035

 

$

50,000,000

 

$

50,000,000

 

$

50,000,000

 

Fifteenth

 

September 1, 2007

 

Series N

 

6.15% First Mortgage Bonds, Series N, due 2017

 

$

70,000,000

 

$

70,000,000

 

$

70,000,000

 

 

 

 

 

 

 

Total Outstanding Principal Amount:

 

$

577,285,000

 

______________

*

These First Mortgage Bonds contain provisions for changes in the interest rate.

 

 

2

 


 


WHEREAS, the execution and delivery of this Sixteenth Supplemental Indenture and the issue of not exceeding initially $110,000,000 in aggregate principal amount of the Company’s First Mortgage Bonds, Series O (hereinafter generally referred to as the “Series O Bonds” or the “bonds of Series O”), and other necessary actions have been duly authorized by the Board of Directors of the Company;

WHEREAS, the Company proposes to execute and deliver this Sixteenth Supplemental Indenture to provide for the issue of the bonds of Series O and confirm the lien of the Indenture on the property referred to below, all as permitted by Section 15.1 of the Original Indenture;

WHEREAS, the Company has purchased, constructed or otherwise acquired certain additional property not heretofore specifically described in the Indenture but which is and is intended to be subject to the lien thereof, and proposes specifically to subject such additional property to the lien of the Indenture at this time;

WHEREAS, all acts and things necessary to make the initial issue of the Series O Bonds, when executed by the Company and authenticated by the Trustee and delivered as in the Original Indenture provided, the legal, valid and binding obligations of the Company according to their terms and to make this Sixteenth Supplemental Indenture a legal, valid and binding instrument for the security of the bonds, in accordance with its and their terms, have been done and performed, and the execution and delivery of this Sixteenth Supplemental Indenture has in all respects been duly authorized;

NOW, THEREFORE, in consideration of the premises, and of the acceptance of said Series O Bonds by the holder thereof, and of the sum of $1.00 duly paid by the Trustee to the Company, and of other good and valuable considerations, the receipt whereof is hereby acknowledged, and in confirmation of and supplementing the Original Indenture as previously supplemented by said fifteen preceding supplemental indentures, and in performance of and compliance with the provisions thereof, said Public Service Company of New Hampshire, by these presents, does give, grant, bargain, sell, transfer, assign, pledge, mortgage and convey unto U.S. Bank National Association, as Trustee, as provided in the Original Indenture, as previously supplemented and amended and as supplemented by this Sixteenth Supplemental Indenture, and its successor or successors in the trust thereby and hereby created, and its and their assigns,

 

 

3

 


 


(a) all and singular the property, and rights and interests in property, described in the Original Indenture and the fifteen preceding supplemental indentures (said supplemental indentures, in each case, as applicable, as amended by the Tenth Supplemental Indenture, hereinafter referred to as the Preceding Supplemental Indentures), and thereby conveyed, pledged, assigned, transferred and mortgaged, or intended so to be (said descriptions in said Original Indenture and the Preceding Supplemental Indentures being hereby made a part hereof to the same extent as if set forth herein at length), whether then or now owned or thereafter or hereafter acquired, except such of said properties or interests therein as may have been released or sold or disposed of in whole or in part as permitted by the provisions of the Original Indenture, and (b) also, but without in any way limiting the generality of the foregoing, all the right, title and interest of the Company, now owned or hereafter acquired, in and to the rights, titles, interests and properties described or referred to in Schedule B hereto attached and hereby made a part hereof as fully as if set forth herein at length, in all cases not specifically reserved, excepted and excluded; the foregoing property, and rights and interests in property, being located in the following listed municipalities in New Hampshire and unincorporated areas in Coos County, New Hampshire, as well as in various municipalities in the States of Maine, Vermont and elsewhere:

BELKNAP COUNTY — Alton, Barnstead, Belmont, Center Harbor, Gilford, Gilmanton, Laconia, Meredith, New Hampton, Sanbornton, Tilton;

CARROLL COUNTY — Albany, Brookfield, Chatham, Conway, Eaton, Effingham, Freedom, Madison, Moultonboro, Ossipee, Sandwich, Tamworth, Tuftonboro, Wakefield, Wolfeboro;

CHESHIRE COUNTY — Alstead, Chesterfield, Dublin, Fitzwilliam, Gilsum, Harrisville, Hinsdale, Jaffrey, Keene, Marlborough, Marlow, Nelson, Richmond, Rindge, Roxbury, Stoddard, Sullivan, Surry, Swanzey, Troy, Westmoreland, Winchester;

COOS COUNTY — Bean’s Grant, Berlin, Cambridge, Carroll, Chandler’s Purchase, Clarksville, Colebrook, Columbia, Crawford’s Purchase, Dalton, Dummer, Errol, Gorham, Green’s Grant, Jefferson, Lancaster, Martin’s Location, Milan, Millsfield, Northumberland, Pinkham’s Grant, Pittsburg, Randolph, Shelburne, Stark, Stewartstown, Stratford, Success, Thompson & Meserve’s Purchase, Wentworth’s Location, Whitefield;

GRAFTON COUNTY — Alexandria, Ashland, Bath, Bethlehem, Bridgewater, Bristol, Campton, Easton, Enfield, Franconia, Grafton, Hanover, Haverhill, Hebron, Holderness, Landaff, Lincoln, Lisbon, Littleton, Lyman, Lyme, Orange, Orford, Piermont, Plymouth, Rumney, Sugar Hill, Thornton, Woodstock;

HILLSBOROUGH COUNTY — Amherst, Antrim, Bedford, Bennington, Brookline, Deering, Francestown, Goffstown, Greenfield, Greenville, Hancock, Hillsborough, Hollis, Hudson, Litchfield, Lyndeborough, Manchester, Mason, Merrimack, Milford, Mont Vernon, Nashua, New Boston, New Ipswich, Pelham, Peterborough, Sharon, Temple, Weare, Wilton, Windsor;

MERRIMACK COUNTY — Allenstown, Andover, Boscawen, Bow, Bradford, Canterbury, Chichester, Concord, Danbury, Dunbarton, Epsom, Franklin, Henniker, Hill, Hooksett, Hopkinton, Loudon, Newbury, New London, Northfield, Pembroke, Pittsfield, Salisbury, Sutton, Warner, Webster, Wilmot;

 

 

4

 


 


ROCKINGHAM COUNTY — Auburn, Atkinson, Brentwood, Candia, Chester, Danville, Deerfield, Derry, East Kingston, Epping, Exeter, Fremont, Greenland, Hampstead, Hampton, Hampton Falls, Kensington, Kingston, Londonderry, New Castle, Newfields, Newington, Newmarket, Newton, North Hampton, Northwood, Nottingham, Portsmouth, Raymond, Rye, Sandown, Seabrook, South Hampton, Stratham, Windham;

STRAFFORD COUNTY — Barrington, Dover, Durham, Farmington, Lee, Madbury, Middleton, Milton, New Durham, Rochester, Rollinsford, Somersworth, Strafford;

SULLIVAN COUNTY — Charlestown, Claremont, Cornish, Croydon, Goshen, Grantham, Lempster, Newport, Plainfield, Springfield, Sunapee, Unity, Washington;

SUBJECT, HOWEVER, as to all of the foregoing, to the specific rights, privileges, liens, encumbrances, restrictions, conditions, limitations, covenants, interests, reservations, exceptions and otherwise as provided in the Original Indenture and the Preceding Supplemental Indentures, and in the descriptions in the schedules thereto and hereto and in the deeds or grants in said schedules referred to;

BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING (as the same are reserved, excepted and excluded from the lien of the Original Indenture and the Preceding Supplemental Indentures) from this instrument and the grant, conveyance, mortgage, transfer and assignment herein contained, all right, title and interest of the Company, now owned or hereafter acquired, in and to the properties and rights specified in subclauses (a) to (m), both inclusive, of the paragraph beginning “BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING...” which paragraph is part of the granting clauses of the Original Indenture;

TO HAVE AND TO HOLD all said plant, premises, property, franchises and rights hereby conveyed, assigned, pledged or mortgaged, or intended so to be, unto the Trustee, its successor or successors in trust, and to its and their assigns forever;

BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal pro rata benefit, security and protection of the owners of the bonds without any preference, priority or distinction whatever of any one bond over any other bond by reason of priority in the issue, sale or negotiation thereof, or otherwise;

PROVIDED, HOWEVER, and these presents are upon the condition, that if the Company shall pay or cause to be paid or make appropriate provision for the payment unto the holders of the bonds of the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein, and shall keep, perform and observe all and singular the covenants, agreements and provisions in the Indenture expressed to be kept, performed and observed by or on the part of the Company, then the Indenture and the estate and rights thereby and hereby granted shall, pursuant and subject to the provisions of Article 16 of the Original Indenture, cease, determine and be void, but otherwise shall be and remain in full force and effect.

 

 

5

 


 


AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, upon the trusts and for the purposes aforesaid, as set forth in the following covenants, agreements, conditions and provisions, viz.:

ARTICLE 1

SERIES O BONDS

SECTION 1.01. Designation; Amount . The bonds of Series O shall be designated “First Mortgage Bonds, Series O, Due 2018” and shall initially be authenticated in the aggregate principal amount of One Hundred Ten Million Dollars ($110,000,000). The initial issue of the bonds of Series O may be effected upon compliance with the applicable provisions of the Original Indenture. Additional bonds of Series O, without limitation as to amount, having the same terms and conditions as the bonds of Series O (except for the date of original issuance, the initial interest payment date and the offering price) may also be issued by the Company without the consent of the holders of the bonds of Series O, pursuant to a separate supplemental indenture related thereto. Such additional bonds of Series O shall be part of the same series as the bonds of Series O. The Trustee shall authenticate and deliver up to $110,000,000 aggregate principal amount of Series O Bonds at any time upon application by the Company and compliance with the applicable provisions of the Original Indenture.

SECTION 1.02. Form of Series O Bonds; Global Security; Depository for Global Securities. The Series O Bonds shall be issued only in fully registered form without coupons in denominations of One Thousand Dollars ($1,000.00) and multiples thereof.

The Series O Bonds shall be initially represented by one or more global securities (the “Global Securities”). Each Global Security will be deposited with, or on behalf of, The Depository Trust Company, as depository (“DTC”), and registered in the name of Cede & Co., a nominee of DTC.

The Series O Bonds shall be in substantially the form set forth in Schedule A attached hereto. The terms of the Series O Bonds contained in such form are hereby incorporated herein by reference as though fully set forth in this place and are made a part of this Sixteenth Supplemental Indenture.

SECTION 1.03. Provisions of Series O Bonds; Interest Accrual. The Series O Bonds shall mature on May 1, 2018 and shall bear interest at the rate of 6.00% per year, payable semiannually in arrears on November 1 and May 1 of each year (each, an “Interest Payment Date”) (except that the final Interest Payment Date will be May 1, 2018) beginning on November 1, 2008, and on the maturity date, until the Company’s obligation in respect of the principal thereof shall be discharged, and at the rate of 6.00% per annum on any overdue principal and premium and on any overdue installment of interest. The Series O Bonds shall be dated the date of authentication thereof by the Trustee and shall bear interest on the principal amount from, and including, the date of original issuance to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the maturity date, as the case may be. Interest on the Series O Bonds will be computed on the basis of 360-day year of twelve 30-day months.

 

 

6

 


 


The Series O Bonds shall be payable both as to principal and interest at the corporate trust office of the Trustee at U.S. Bank National Association in Morristown, New Jersey or the corporate trust office of its successors, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The interest on the Series O Bonds shall be payable without presentation, and only to or upon the person in whose name the Series O Bonds are registered at the close of business on the business day prior to each Interest Payment Date. The Series O Bonds shall be callable for redemption in whole or in part according to the terms and provisions provided herein in Section 1.05.

The Company has initially designated DTC as the depository for the Series O Bonds. For as long as the Series O Bonds or any portion thereof are in the form of a Global Security, and notwithstanding the previous paragraph, all payments of interest, principal and other amounts in respect of the Series O Bonds shall be made to DTC or its nominee in accordance with its applicable policies and procedures, in the coin or currency specified above. So long as the Series O Bonds are in the form of a Global Security, neither the Company nor the Trustee shall have any responsibility with respect to the policies and procedures of DTC, or any successor depository, or for any notices or other communications among DTC, its direct and indirect participants or beneficial owners of the Series O Bonds.

SECTION 1.04. Transfer and Exchange of Series O Bonds. So long as the Series O Bonds are in the form of Global Securities, the Series O Bonds may not be transferred except as a whole (1) by DTC to a nominee of DTC or (2) by a nominee of DTC to DTC or another nominee of DTC or (3) by DTC or any such nominee to a successor of DTC or a nominee of such successor. If (1) DTC is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within ninety days or (2) there shall have occurred and be continuing after any applicable grace periods an Event of Default under the Indenture with respect to the Series O Bonds represented by such Global Security, the Company will issue certificated Series O Bonds in definitive registered form in exchange for the Global Securities.

The Company may at any time and in its sole discretion determine not to have any Series O Bonds in registered form represented by one or more Global Securities and, in such event, will issue certificated bonds in definitive form in exchange for the Global Securities representing the Series O Bonds. In any such instance, an owner of a beneficial interest in the Global Securities will be entitled to physical delivery in definitive form of certificated bonds represented by the Global Securities equal in principal amount to such beneficial interest and to have such certificated bonds registered in its name.

In the event certificated bonds are issued in exchange for the Global Securities, the Series O Bonds may be surrendered for registration of transfer as provided in Section 2.8 of the Original Indenture at the corporate trust office of the Trustee at U.S. Bank National Association in Morristown, New Jersey or the corporate trust offices of its successors, and may be surrendered at said office for exchange for a like aggregate principal amount of Series O Bonds

 

 

7

 


 


of other authorized denominations. Notwithstanding the provisions of Section 2.7 of the Original Indenture, no charge, except for taxes or other governmental charges, shall be made by the Company for any registration of transfer of Series O Bonds or for the exchange of any Series O Bonds for such bonds of other authorized denominations.

SECTION 1.05. Redemption of the Series O Bonds. The Series O Bonds are subject to redemption, in whole or in part, at the option of the Company at any time. If the Company elects to redeem the Series O Bonds, it will do so at a redemption price equal to the greater of (x) one hundred percent (100%) of the principal amount of the Series O Bonds being redeemed, plus accrued interest thereon to the redemption date, or (y) as determined by the Quotation Agent, the sum of the present value of the remaining scheduled payments of principal and interest on the Series O Bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus thirty-five (35) basis points, plus accrued interest to the redemption date. The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

The Company shall notify the Trustee in writing, not less than forty-five (45) days, or such shorter period as shall be acceptable to the Trustee, of any such election to redeem. Such notice shall include the amount of Series O Bonds to be redeemed, the redemption date and the redemption price.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Series O Bonds that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Series O Bonds.

“Comparable Treasury Price” means, with respect to any redemption date:  (i) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by the Company.

“Reference Treasury Dealer” means a primary U.S. Government securities dealer in New York, New York selected by the Company.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

 

 

8

 


 


Notice of any redemption will be provided at least 30 days but not more than 60 days before the redemption date to each holder of the Series O Bonds to be redeemed.

Absent a default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Series O Bonds or portions of the Series O Bonds called for redemption.

If less than all of the Series O Bonds are to be redeemed, the Trustee will select the Series O Bonds to be redeemed by a method that the Trustee deems fair and appropriate and which may provide for the selection for the redemption of portions (equal to $1,000 or any multiple thereof) of the principal amount of the Series O Bonds larger than $1,000. Notice of redemption will be mailed, first-class mail postage prepaid, to each holder of Series O Bonds to be redeemed at the holder’s address


 
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