Exhibit 4
SUPPLEMENTAL INDENTURE
Dated as of September 1, 2007
To
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
___________
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
(f/k/a BANKERS TRUST COMPANY),
Trustee
___________
5.75 % First and Refunding Mortgage Bonds, 2007
Series C, due September 1, 2017
6.375 % First and Refunding Mortgage Bonds, 2007
Series D, due September 1, 2037
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of September 1, 2007
Table of Contents
Page
Parties
Recitals
Granting
Clauses
Habendum
Grant in
Trust
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 2007 SERIES C
SECTION 1.01.
Designation; Amount
SECTION 1.02.
Form of Bonds of 2007 Series C
SECTION 1.03.
Provisions of Bonds of 2007 Series C; Interest Accrual
SECTION 1.04.
Transfer and Exchange of Bonds of 2007 Series C
SECTION 1.05.
Consent to Amendment and Restatement of Mortgage Indenture
ARTICLE 2.
FORM AND PROVISIONS OF BONDS OF 2007 SERIES D
SECTION 2.01.
Designation; Amount
SECTION 2.02.
Form of Bonds of 2007 Series D
SECTION 2.03.
Provisions of Bonds of 2007 Series D; Interest Accrual
SECTION 2.04.
Transfer and Exchange of Bonds of 2007 Series D
SECTION 2.05.
Consent to Amendment and Restatement of Mortgage Indenture
ARTICLE 3.
REDEMPTION OF BONDS OF 2007 SERIES C AND BONDS OF 2007
SERIES D
SECTION 3.01.
Redemption of Bonds of 2007 Series C
SECTION 3.02.
Redemption of Bonds of 2007 Series D
SECTION 3.03.
Definitions Applicable to Redemption Provisions
ARTICLE 4.
MISCELLANEOUS
SECTION 4.01.
Benefits of Supplemental Indenture and Bonds of 2007 Series C and
Bonds of Series D
SECTION 4.02.
Effect of Table of Contents and Headings
SECTION 4.03.
Counterparts
TESTIMONIUM
SIGNATURES
ACKNOWLEDGMENTS
SCHEDULE A-1
-
Form of Bond of 2007 Series C, Form of Trustee’s
Certificate
SCHEDULE A-2
-
Form of Bond of 2007 Series D, Form of Trustee’s
Certificate
SCHEDULE B
-
Property Subject to the Lien of the Mortgage
1
SUPPLEMENTAL INDENTURE , dated as of the
first day of September 2007 between THE CONNECTICUT LIGHT AND
POWER COMPANY , a corporation organized and existing under
the laws of the State of Connecticut (hereinafter called
“Company”), and DEUTSCHE BANK TRUST COMPANY
AMERICAS (f/k/a BANKERS TRUST COMPANY) , a corporation
organized and existing under the laws of the State of New York
(hereinafter called “Trustee”).
WHEREAS, the Company heretofore duly executed,
acknowledged and delivered to the Trustee a certain Indenture of
Mortgage and Deed of Trust dated as of May 1, 1921, and
seventy-five Supplemental Indentures thereto dated respectively
as of May 1, 1921, February 1, 1924, July 1, 1926, June 20,
1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1,
1936, October 20, 1936, December 1, 1936, December 1, 1938,
August 31, 1944, September 1, 1944, May 1, 1945, October 1,
1945, November 1, 1949, December 1, 1952, December 1, 1955,
January 1, 1958, February 1, 1960, April 1, 1961, September 1,
1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1,
1968, December 1, 1969, January 1, 1970, October 1, 1970,
December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974,
February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978,
September 1, 1980, October 1, 1981, June 30, 1982, October 1,
1982, July 1, 1983, January 1, 1984, October 1, 1985, September
1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April
1, 1988, November 1, 1988, June 1, 1989, September 1, 1989,
December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992,
July 1, 1993, July 1, 1993, December 1, 1993, February 1, 1994,
February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996,
January 1, 1997, May 1, 1997, June 1, 1997, June 1, 1997, May 1,
1998, May 1, 1998, September 1, 2004, September 1, 2004, April
1, 2005, June 1, 2006 and March 1, 2007 (said Indenture of
Mortgage and Deed of Trust (i) as heretofore amended, being
hereinafter generally called the “Mortgage
Indenture,” and (ii) together with said Supplemental
Indentures thereto, being hereinafter generally called the
“Mortgage”), all of which have been duly recorded as
required by law, for the purpose of securing its First and
Refunding Mortgage Bonds (of which $1,231,845,000 aggregate
principal amount are outstanding at the date of this
Supplemental Indenture) in an unlimited amount, issued and to be
issued for the purposes and in the manner therein provided, of
which Mortgage this Supplemental Indenture is intended to be
made a part, as fully as if therein recited at length;
WHEREAS, the Company by appropriate and
sufficient corporate action in conformity with the provisions of
the Mortgage has duly determined to create a further series of
bonds under the Mortgage to be designated “5.75% First and
Refunding Mortgage Bonds, 2007 Series C, due September 1,
2017” (hereinafter generally referred to as the
“bonds of 2007 Series C”), to consist of fully
registered bonds containing terms and provisions duly fixed and
determined by the Board of Directors of the Company and
expressed in this Supplemental Indenture, such fully registered
bonds and the Trustee’s certificate of its authentication
thereof to be substantially in the forms thereof respectively
set forth in Schedule A-1 appended hereto and made a part
hereof; and
WHEREAS, the execution and delivery of this
Supplemental Indenture and the issue of not in excess of One
Hundred Million Dollars ($100,000,000) in aggregate principal
amount of bonds of 2007 Series C and other necessary
actions have been duly authorized by the Board of Directors of
the Company; and
WHEREAS, the Company by appropriate and
sufficient corporate action in conformity with the provisions of
the Mortgage has duly determined to create a further series of
bonds under the Mortgage to be designated “6.375% First
and Refunding Mortgage Bonds, 2007 Series D, due September
1, 2037” (hereinafter generally referred to as the
“bonds of 2007 Series D”), to consist of fully
registered bonds containing terms and provisions duly fixed and
determined by the Board of Directors of the Company and
expressed in this Supplemental Indenture, such fully registered
bonds and the Trustee’s certificate of its authentication
thereof to be substantially in the forms thereof respectively
set forth in Schedule A-2 appended hereto and made a part
hereof; and
WHEREAS, the execution and delivery of this
Supplemental Indenture and the issue of not in excess of One
Hundred Million Dollars ($100,00,000) in aggregate principal
amount of bonds of 2007 Series D and other necessary
actions have been duly authorized by the Board of Directors of
the Company; and
WHEREAS, the Company has purchased, constructed
or otherwise acquired certain additional property not
specifically described in the Mortgage 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; and
WHEREAS, the Company proposes to execute and
deliver this Supplemental Indenture to provide for the issue of
the bonds of 2007 Series C and the bonds of 2007
Series D, to subject such additional property to the lien
of the Mortgage and to confirm the lien of the Mortgage on the
Property referred to below, all as permitted by Sections 401 and
1301 of the Mortgage Indenture; and
WHEREAS, all acts and things necessary to
constitute this Supplemental Indenture a valid, binding and
legal instrument and to make the bonds of 2007 Series C and
the bonds of 2007 Series D, when executed by the Company
and authenticated by the Trustee, the valid, binding and legal
obligations of the Company have been authorized and
performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF
MORTGAGE AND DEED OF TRUST WITNESSETH:
That in order to secure the payment of the
principal of and interest on all bonds issued and to be issued
under the Mortgage, according to their tenor and effect, and
according to the terms of the Mortgage and this Supplemental
Indenture, and to secure the performance of the covenants and
obligations in said bonds and in the Mortgage and this
Supplemental Indenture respectively contained, and for the
better assuring and confirming unto the Trustee, its successor
or successors and its or their assigns, upon the trusts and for
the purposes expressed in the Mortgage and this Supplemental
Indenture, all and singular the hereditaments, premises, estates
and property of the Company thereby conveyed or assigned or
intended so to be, or which the Company may thereafter have
become bound to convey or assign to the Trustee, as security for
said bonds (except such hereditaments, premises, estates and
property as shall have been disposed of or released or withdrawn
from the lien of the Mortgage and this Supplemental Indenture,
in accordance with the provisions thereof and subject to
alterations, modifications and changes in said hereditaments,
premises, estates and property as permitted under the provisions
thereof), the Company, for and in consideration of the premises
and the sum of One Dollar ($1.00) to it in hand paid by the
Trustee, the receipt whereof is hereby acknowledged, and of
other valuable considerations, has granted, bargained, sold,
assigned, mortgaged, pledged, transferred, set over, aliened,
enfeoffed, released, conveyed and confirmed, and by these
presents does grant, bargain, sell, assign, mortgage, pledge,
transfer, set over, alien, enfeoff, release, convey and confirm
unto said Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as Trustee, and its successor or successors in
the trusts created by the Mortgage and this Supplemental
Indenture, and its and their assigns, all of said hereditaments,
premises, estates and property (except and subject as
aforesaid), as fully as though described at length herein,
including, without limitation of the foregoing, the property,
rights and privileges of the Company described or referred to in
Schedule B hereto.
Together with all plants, buildings, structures,
improvements and machinery located upon said real estate or any
portion thereof, and all rights, privileges and easements of
every kind and nature appurtenant thereto, and all and singular
the tenements, hereditaments and appurtenances belonging to the
real estate or any part thereof described or referred to in
Schedule B or intended so to be, or in any wise
appertaining thereto, and the reversions, remainders, rents,
issues and profits thereof, and also all the estate, right,
title, interest, property, possession, claim and demand
whatsoever, as well in law as in equity, of the Company, of, in
and to the same and any and every part thereof, with the
appurtenances; except and subject as aforesaid.
TO HAVE AND TO HOLD all and singular the
property, rights and privileges hereby granted or mentioned or
intended so to be, together with all and singular the
reversions, remainders, rents, revenues, income, issues and
profits, privileges and appurtenances, now or hereafter
belonging or in any way appertaining thereto, unto the Trustee
and its successor or successors in the trust created by the
Mortgage and this Supplemental Indenture, and its and their
assigns, forever, and with like effect as if the above described
property, rights and privileges had been specifically described
at length in the Mortgage and this Supplemental Indenture.
Subject, however, to permitted liens, as defined
in the Mortgage Indenture.
IN TRUST, NEVERTHELESS, upon the terms and
trusts of the Mortgage and this Supplemental Indenture for those
who shall hold the bonds and coupons issued and to be issued
thereunder, or any of them, without preference, priority or
distinction as to lien of any of said bonds and coupons over any
others thereof by reason of priority in the time of the issue or
negotiation thereof, or otherwise howsoever, subject, however,
to the provisions in reference to extended, transferred or
pledged coupons and claims for interest set forth in the
Mortgage and this Supplemental Indenture (and subject to any
sinking fund that may heretofore have been or hereafter be
created for the benefit of any particular series).
And it is hereby covenanted that all such bonds
of 2007 Series C and bonds of 2007 Series D are to be
issued, authenticated and delivered, and that the mortgaged
premises are to be held by the Trustee, upon and subject to the
trusts, covenants, provisions and conditions and for the uses
and purposes set forth in the Mortgage and this Supplemental
Indenture and upon and subject to the further covenants,
provisions and conditions and for the uses and purposes
hereinafter set forth, as follows, to wit:
ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 2007
SERIES C
SECTION 1.1.
Designation; Amount . The bonds of 2007 Series C
shall be designated “5.75 % First and Refunding Mortgage
Bonds, 2007 Series C, due September 1, 2017” and
shall initially be authenticated in the aggregate principal
amount of One Hundred Million Dollars ($100,000,000). The
initial issue of the bonds of 2007 Series C may be effected
upon compliance with the applicable provisions of the Mortgage
Indenture. Additional bonds of 2007 Series C, without
limitation as to amount, having the same terms and conditions as
the bonds of 2007 Series C (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 2007 Series C, pursuant to a
separate supplemental indenture related thereto. Such
additional bonds of 2007 Series C shall be part of the same
series as the bonds of 2007 Series C.
SECTION 1.2.
Form of Bonds of 2007 Series C . The bonds of 2007 Series C
shall be issued only in fully registered form without coupons in
denominations of One Thousand Dollars ($1,000) and multiples
thereof.
The bonds of 2007 Series C and the
certificate of the Trustee upon said bonds shall be
substantially in the forms thereof respectively set forth in
Schedule A-1 appended hereto.
SECTION 1.3.
Provisions of Bonds of 2007 Series C;
Interest Accrual . The
bonds of 2007 Series C shall mature on September 1, 2017
and shall bear interest, including on overdue interest, payable
semiannually on the first day of March and September of each
year, commencing March 1, 2008, at the rate specified in their
title, until the Company’s obligation in respect of the
principal thereof shall be discharged; and shall be payable both
as to principal and interest at the office or agency of the
Company in the Borough of Manhattan, New York, New York, 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 bonds of 2007
Series C, whether in temporary or definitive form, shall be
payable without presentation of such bonds; and only to or upon
the written order of the registered holders thereof of record at
the applicable record date (as hereinafter defined). The
bonds of 2007 Series C shall be callable for redemption in
whole or in part according to the terms and provisions herein in
Article 3.
Each bond of 2007 Series C authenticated in
accordance with the terms of this Supplemental Indenture shall
be dated as of September 17, 2007 and shall bear interest on the
principal amount thereof from the interest payment date next
preceding the date of authentication thereof by the Trustee to
which interest has been paid on the bonds of 2007 Series C,
or if the date of authentication thereof is prior to March 1,
2008, then from September 17, 2007, or if the date of
authentication thereof be an interest payment date to which
interest is being paid or a date between the record date for any
such interest payment date and such interest payment date, then
from such interest payment date. Interest on the bonds of
2007 Series C shall be computed on the basis of a 360-day
year consisting of twelve 30-day months, and with respect to any
period less than a full month, on the basis of the actual number
of days elapsed in such period.
The person in whose name any bond of 2007
Series C is registered at the close of business on any
record date with respect to any interest payment date shall be
entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such bond upon
any registration of transfer or exchange thereof subsequent to
the record date and prior to such interest payment date, except
that if and to the extent the Company shall default in the
payment of the interest due on such interest payment date, then
such defaulted interest shall be paid to the person in whose
name such bond is registered on a subsequent record date for the
payment of defaulted interest if one shall have been established
as hereinafter provided and otherwise on the date of payment of
such defaulted interest. A subsequent record date may be
established by the Company by notice mailed to the owners of
bonds of 2007 Series C not less than ten (10) days
preceding such record date, which record date shall not be more
than thirty (30) days prior to the subsequent interest payment
date. The term “record date” as used in this
Section with respect to any regular interest payment (i.e.,
March 1 or September 1) shall mean the February 15 or
August 15, as the case may be, next preceding such interest
payment date, or if such February 15 or August 15 shall be a
legal holiday or a day on which banking institutions in the
Borough of Manhattan, New York, New York are authorized by law
to close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so authorized to
close.
SECTION 1.4.
Transfer and Exchange of Bonds of 2007
Series C . The bonds
of 2007 Series C may be surrendered for registration of
transfer as provided in Section 305 of the Mortgage
Indenture at the office or agency of the Company in the Borough
of Manhattan, New York, New York, and may be surrendered at said
office for exchange for a like aggregate principal amount of
bonds of 2007 Series C of other authorized denominations.
Notwithstanding the provisions of Section 305 of the
Mortgage Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any
registration of transfer of bonds of 2007 Series C or for
the exchange of any bonds of 2007 Series C for bonds of
other authorized denominations.
SECTION 1.5.
Consent to Amendment and Restatement of
Mortgage Indenture . Each
holder of a bond of 2007 Series C, solely by virtue of its
acquisition thereof, including as an owner of a book-entry
interest therein, shall have and be deemed to have consented,
without the need for any further action or consent by such
holder, to the amendment and restatement of the Mortgage
Indenture in the form set forth in Schedule C to the
Supplemental Indenture dated as of April 1, 2005.
ARTICLE 2.
FORM AND PROVISIONS OF BONDS OF 2007
SERIES D
SECTION 2.1.
Designation; Amount . The bonds of 2007 Series D
shall be designated “6.375% First and Refunding Mortgage
Bonds, 2007 Series D, due September 1, 2037” and
shall initially be authenticated in the aggregate principal
amount of One Hundred Million Dollars ($100,000,000). The
initial issue of the bonds of 2007 Series D may be effected
upon compliance with the applicable provisions of the Mortgage
Indenture. Additional bonds of 2007 Series D, without
limitation as to amount, having the same terms and conditions as
the bonds of 2007 Series D (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 2007 Series D, pursuant to a
separate supplemental indenture related thereto. Such
additional bonds of 2007 Series D shall be part of the same
series as the bonds of 2007 Series D.
SECTION 2.2.
Form of Bonds of 2007 Series D . The bonds of 2007 Series D
shall be issued only in fully registered form without coupons in
denominations of One Thousand Dollars ($1,000) and multiples
thereof.
The bonds of 2007 Series D and the
certificate of the Trustee upon said bonds shall be
substantially in the forms thereof respectively set forth in
Schedule A-2 appended hereto.
SECTION 2.3.
Provisions of Bonds of 2007 Series D;
Interest Accrual . The
bonds of 2007 Series D shall mature on September 1, 2037
and shall bear interest, including on overdue interest, payable
semiannually on the first day of March and September of each
year, commencing March 1, 2008, at the rate specified in their
title, until the Company’s obligation in respect of the
principal thereof shall be discharged; and shall be payable both
as to principal and interest at the office or agency of the
Company in the Borough of Manhattan, New York, New York, 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 bonds of 2007
Series D, whether in temporary or definitive form, shall be
payable without presentation of such bonds; and only to or upon
the written order of the registered holders thereof of record at
the applicable record date (as hereinafter defined). The
bonds of 2007 Series D shall be callable for redemption in
whole or in part according to the terms and provisions herein in
Article 3.
Each bond of 2007 Series D authenticated in
accordance with the terms of this Supplemental Indenture shall
be dated as of September 17, 2007 and shall bear interest on the
principal amount thereof from the interest payment date next
preceding the date of authentication thereof by the Trustee to
which interest has been paid on the bonds of 2007 Series D,
or if the date of authentication thereof is prior to March 1,
2008, then from September 17, 2007, or if the date of
authentication thereof be an interest payment date to which
interest is being paid or a date between the record date for any
such interest payment date and such interest payment date, then
from such interest payment date. Interest on the bonds of
2007 Series D shall be computed on the basis of a 360-day
year consisting of twelve 30-day months, and with respect to any
period less than a full month, on the basis of the actual number
of days elapsed in such period.
The person in whose name any bond of 2007
Series D is registered at the close of business on any
record date with respect to any interest payment date shall be
entitled to receive the interest payable on such interest
payment date notwithstanding the cancellation of such bond upon
any registration of transfer or exchange thereof subsequent to
the record date and prior to such interest payment date, except
that if and to the extent the Company shall default in the
payment of the interest due on such interest payment date, then
such defaulted interest shall be paid to the person in whose
name such bond is registered on a subsequent record date for the
payment of defaulted interest if one shall have been established
as hereinafter provided and otherwise on the date of payment of
such defaulted interest. A subsequent record date may be
established by the Company by notice mailed to the owners of
bonds of 2007 Series D not less than ten (10) days
preceding such record date, which record date shall not be more
than thirty (30) days prior to the subsequent interest payment
date. The term “record date” as used in this
Section with respect to any regular interest payment (i.e.,
March 1 or September 1) shall mean the February 15 or
August 15, as the case may be, next preceding such interest
payment date, or if such February 15 or August 15 shall be a
legal holiday or a day on which banking institutions in the
Borough of Manhattan, New York, New York are authorized by law
to close, the next preceding day which shall not be a legal
holiday or a day on which such institutions are so authorized to
close.
SECTION 2.4.
Transfer and Exchange of Bonds of 2007
Series D . The bonds
of 2007 Series D may be surrendered for registration of
transfer as provided in Section 305 of the Mortgage
Indenture at the office or agency of the Company in the Borough
of Manhattan, New York, New York, and may be surrendered at said
office for exchange for a like aggregate principal amount of
bonds of 2007 Series D of other authorized denominations.
Notwithstanding the provisions of Section 305 of the
Mortgage Indenture, no charge, except for taxes or other
governmental charges, shall be made by the Company for any
registration of transfer of bonds of 2007 Series D or for
the exchange of any bonds of 2007 Series D for bonds of
other authorized denominations.
SECTION 2.5.
Consent to Amendment and Restatement of
Mortgage Indenture . Each
holder of a bond of 2007 Series D, solely by virtue of its
acquisition thereof, including as an owner of a book-entry
interest therein, shall have and be deemed to have consented,
without the need for any further action or consent by such
holder, to the amendment and restatement of the Mortgage
Indenture in the form set forth in Schedule C to the
Supplemental Indenture dated as of April 1, 2005.
ARTICLE 3.
REDEMPTION OF BONDS OF 2007 SERIES C AND
BONDS OF 2007 SERIES D
SECTION 3.1.
Redemption of Bonds of 2007 Series C
. The bonds of 2007
Series C are subject to redemption prior to maturity, as a
whole at any time or in part from time to time, in accordance
with the provisions of the Mortgage, upon not less than thirty
(30) days and not more than sixty (60) days prior notice (which
notice may be made subject to the deposit of redemption moneys
with the Trustee before the date fixed for redemption) given by
mail as provided in the Mortgage, at the option of the Company,
at a redemption price equal to the greater of (i) 100% of the
principal amount of the bonds of 2007 Series C being
redeemed or (ii) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (excluding
the portion of any such interest accrued to the redemption
date), discounted to the date of redemption on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined in
Section 3.03), plus 25 basis points, plus, in each case,
accrued and unpaid interest on the principal amount of the bonds
of 2007 Series C being redeemed to the date of redemption
(the “Redemption Date”).
So long as the bonds of 2007 Series C are
registered in the name of The Depository Trust Company, as
depositary (“DTC”), its nominee or a successor
depositary, if the Company elects to redeem less than all of the
bonds of 2007 Series C, DTC’s practice is to
determine by lot the amount of the interest of each direct
participant, in the bonds of 2007 Series C to be redeemed.
At all other times, the Trustee shall draw by lot, in such
manner as it deems appropriate, the particular bonds of 2007
Series C, or portions of them, to be redeemed.
Notice of redemption shall be given by mail to
the holders of bonds of 2007 Series C, which, as long as
the bonds of 2007 Series C are held in the book-entry only
system, will be DTC, its nominee or a successor depositary.
On and after the Redemption Date (unless the Company
defaults in the payment of the redemption price and interest
accrued thereon to such date), interest on the bonds of 2007
Series C, or the portions of them so called for redemption,
shall cease to accrue.
The bonds of 2007 Series C are not
otherwise subject to redemption.
SECTION 3.2.
Redemption of Bonds of 2007 Series D
. The bonds of 2007
Series D are subject to redemption prior to maturity, as a
whole at any time or in part from time to time, in accordance
with the provisions of the Mortgage, upon not less than thirty
(30) days and not more than sixty (60) days prior notice (which
notice may be made subject to the deposit of redemption moneys
with the Trustee before the date fixed for redemption) given by
mail as provided in the Mortgage, at the option of the Company,
at a redemption price equal to the greater of (i) 100% of the
principal amount of the bonds of 2007 Series D being
redeemed or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon
(excluding the portion of any such interest accrued to the
redemption date), discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined in
Section 3.03), plus 30 basis points, plus, in each case,
accrued and unpaid interest on the principal amount of the bonds
of 2007 Series D being redeemed to the Redemption Date.
So long as the bonds of 2007 Series D are
registered in the name of DTC, its nominee or a successor
depositary, if the Company elects to redeem less than all of the
bonds of 2007 Series D, DTC’s practice is to
determine by lot the amount of the interest of each direct
participant, in the bonds of 2007 Series D to be redeemed.
At all other times, the Trustee shall draw by lot, in such
manner as it deems appropriate, the particular bonds of 2007
Series D, or portions of them, to be redeemed.
Notice of redemption shall be given by mail to
the holders of bonds of 2007 Series D, which, as long as
the bonds of 2007 Series D are held in the book-entry only
system, will be DTC, its nominee
