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
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Page
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Date and Parties
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Recitals
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1
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Granting Clauses
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2
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Exceptions
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4
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Habendum
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4
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Declaration in Trust
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4
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ARTICLE 1 – SERIES O
BONDS
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1.01
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Designation; Amount
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4
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1.02
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Form of Series O Bonds; Global
Security; Depository for Global Securities
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5
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1.03
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Provisions of Series O Bonds; Interest
Accrual
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5
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1.04
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Transfer and Exchange of Series O
Bonds
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6
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1.05
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Redemption of the Series O
Bonds
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6
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1.06
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Effect of Event of Default
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8
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1.07
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Payment Date Not a Business
Day
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8
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1.08
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Amendment and Restatement of Mortgage
Indenture
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8
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ARTICLE 2 – MISCELLANEOUS
PROVISIONS
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2.01
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Recitals
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9
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2.02
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Benefits of Sixteenth Supplemental
Indenture
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9
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2.03
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Effect of Sixteenth Supplemental
Indenture
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9
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2.04
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Termination
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10
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2.05
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Trust Indenture Act
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10
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2.06
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Counterparts
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10
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2.07
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Notices
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10
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2.08
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Definitions
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10
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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:
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Supplemental
Indenture No.
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Dated
as of
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Series
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Series Designation
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Principal
Amount
Authorized
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Principal
Amount
Issued
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Principal
Amount
Outstanding
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Tenth
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May 1, 1991
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Series F
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First Mortgage Bonds (Series F
Adjustable Rate* due 2021)
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$
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114,500,000
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$
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75,000,000
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$
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75,000,000
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Tenth
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May 1, 1991
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Series G
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First Mortgage Bonds (Series G
Adjustable Rate* due 2021)
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$
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114,500,000
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$
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44,800,000
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$
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44,800,000
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Twelfth
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December 1, 2001
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Series I
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First Mortgage Bonds (Series I due
2021)*
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$
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89,250,000
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$
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89,250,000
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$
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89,250,000
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Twelfth
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December 1, 2001
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Series J
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First Mortgage Bonds (Series J due
2021)*
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$
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89,250,000
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$
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89,250,000
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$
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89,250,000
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Twelfth
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December 1, 2001
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Series K
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5.45% First Mortgage Bonds
(Series K due 2021)
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$
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108,985,000
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$
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108,985,000
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$
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108,985,000
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Thirteenth
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July 1, 2004
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Series L
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5.25% First Mortgage Bonds,
Series L, due 2014
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$
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50,000,000
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$
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50,000,000
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$
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50,000,000
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Fourteenth
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October 1, 2005
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Series M
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5.60% First Mortgage Bonds,
Series M, due October 5, 2035
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$
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50,000,000
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$
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50,000,000
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$
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50,000,000
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Fifteenth
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September 1, 2007
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Series N
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6.15% First Mortgage Bonds, Series N,
due 2017
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$
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70,000,000
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$
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70,000,000
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$
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70,000,000
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Total Outstanding Principal
Amount:
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$
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577,285,000
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______________
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*
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These First Mortgage Bonds contain
provisions for changes in the interest rate.
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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;
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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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