DESCRIPTION OF THE NEW NOTES
The 2018 Notes and the 2023 Notes are each a separate series of the Senior Notes described in the accompanying prospectus and will be
issued under the Fifth Supplemental Indenture, to be dated as of May 1, 2013, between us and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor trustee to The Bank of New
York), as trustee (the Trustee), supplementing our Indenture with the Trustee, dated as of April 1, 2002 (the Senior Note Indenture), described in the accompanying prospectus. You should read the accompanying prospectus for a detailed summary
of additional provisions of the Senior Notes, which includes the 2018 Notes and the 2023 Notes, and of the Senior Note Indenture. The description of the 2018 Notes and the 2023 Notes below supplements the description of the Senior Notes contained in
the accompanying prospectus. If the descriptions are inconsistent, this prospectus supplement controls. The following summary and the description set forth in the accompanying prospectus do not purport to be complete and are subject to, and
qualified in their entirety by, all provisions of the Senior Note Indenture. Capitalized terms used but not defined in this prospectus supplement have the meanings given to them in the accompanying prospectus.
General
The 2018 Notes
will constitute the fifth series of our Senior Notes, and the 2023 Notes will constitute the sixth series of our Senior Notes, each issued under our Senior Note Indenture. Our Senior Notes, Series A, Due 2012, in the aggregate principal amount of
$263,000,000, which were issued on April 1, 2002 and repaid on April 2, 2012, constituted the first series of Senior Notes issued under our Senior Note Indenture. Our Senior Notes, Series B, Due 2008, in the aggregate principal amount
of $150,000,000, which were issued on June 2, 2003 and repaid on June 2, 2008, constituted the second series of Senior Notes issued under our Senior Note Indenture. Our Senior Notes, Series C, Due 2013, in the aggregate principal amount of
$250,000,000, which were issued on June 1, 2008 (and will be repaid on June 1, 2013 with a portion of the net proceeds of this offering), constituted the third series of Senior Notes issued under our Senior Note Indenture. Our Floating
Rate Notes, Series D, Due 2013, in the aggregate principal amount of $300,000,000, which were issued on March 19, 2012 (and will be repaid on September 20, 2013 with a portion of the net proceeds of this offering), constituted the
fourth series of Senior Notes issued under our Senior Note Indenture.
The 2018 Notes are initially being offered in the
aggregate principal amount of $300,000,000 and will mature on May 1, 2018. The 2023 Notes are initially being offered in the aggregate principal amount of $450,000,000 and will mature on May 1, 2023. The Notes are not entitled to the
benefit of any sinking fund. The Senior Note Indenture permits the defeasance of the Senior Notes upon satisfaction of the conditions described under Description of Securities RegisteredNortheast UtilitiesSenior
NotesDefeasance in the accompanying prospectus and Defeasance below.
The Notes will constitute
senior unsecured obligations and will rank equally in right of payment with all of our other unsecured and unsubordinated indebtedness, which at March 31, 2013 was approximately $1.5 billion, consisting of long-term debt and short-term debt.
Because we are a holding company that conducts all of our operations through our subsidiaries, our ability to meet our obligations under the Notes is dependent on the earnings and cash flows of those subsidiaries and the ability of those
subsidiaries to pay dividends to us, repurchase shares of their common stock from us or repay loans or advances made by us to them. Dividends payable by certain of our subsidiaries are restricted pursuant to the terms of the subsidiaries
long-term debt agreements and regulatory requirements, but we do not believe these restrictions should interfere with the payment of interest on or repayment of the Notes. Holders of the Notes will generally have a junior position to claims of any
holders of preferred stock and creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities and guarantee holders. In addition to trade debt, our subsidiaries have ongoing corporate debt programs used
to finance their respective business activities. As of March 31, 2013, our subsidiaries had approximately $7.0 billion of outstanding external debt for borrowed money, which included long-term debt (including approximately $366 million due
within one year) and short-term debt, but did not include trade debt, capital leases, power purchase obligations, liability for prior period spent nuclear fuel disposal
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costs, $19.6 million of rate reduction bonds, and $155.6 million of outstanding preferred stock. The Senior Note Indenture does not currently limit the amount of indebtedness or preferred stock
we or our subsidiaries may issue. Please refer to Description of Securities RegisteredNortheast UtilitiesThe Senior Notes General in the accompanying prospectus.
We will issue the Notes in fully registered form in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. The Bank
of New York Mellon Trust Company, N.A., the Trustee under the Senior Note Indenture, will register transfers and exchanges of the Notes and will serve as paying agent for the Notes. Principal on the Notes will be payable at the Trustees
Corporate Trust Office which, at the date hereof, is located at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259. We will initially issue the Notes in global form. Please refer to Global Securities in this
prospectus supplement and Book-Entry; Delivery And Form; Global Securities in the accompanying prospectus.
Interest
The 2018 Notes will bear interest at the rate of 1.45% per year. The 2023 Notes will bear interest at the rate of 2.80%
per year. We will pay interest on both the 2018 Notes and the 2023 Notes semiannually in arrears on May 1 and November 1 of each year (each, an Interest Payment Date), beginning on November 1, 2013, and on the maturity date for each
series. Interest on both the 2018 Notes and the 2023 Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months and for any period less than a full month, on the basis of the actual number of days elapsed. If an
Interest Payment Date or the maturity date of the 2018 Notes and the 2023 Notes falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day (without any interest or other payment
in respect of such delay).
Interest on the 2018 Notes and the 2023 Notes will accrue from, and including, the date of
original issuance of such series of the New Notes 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. In addition, principal and interest which is overdue shall bear interest at the rate of 1.45% per year for the 2018 Notes and 2.80% per year for the 2023 Notes.
We will pay the interest due on any Interest Payment Date to the person in whose name the New Notes are registered at the
close of business (i) on the business day prior to each Interest Payment Date if the Note remains in book-entry only form or (ii) on the fifteenth calendar day before each Interest Payment Date if the Note does not remain in book-entry
only form.
When we use the term business day, we mean any day except a Saturday, a Sunday or a legal holiday in
The City of New York or in Pittsburgh, Pennsylvania on which banking institutions are authorized or required by law, regulation or executive order to close.
Optional Redemption
We may redeem all or part of the 2018 Notes at any
time or from time to time prior to April 1, 2018 (one month prior to the maturity date of the 2018 Notes), and all or part of the 2023 Notes at any time or from time to time prior to February 1, 2023 (three months prior to the maturity
date of the 2023 Notes), in each case, at our option, at a redemption price equal to the greater of:
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100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date or
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the sum, as determined by a Quotation Agent (defined below), of the present values of the principal amount of the Notes to be redeemed, together with
scheduled payments of interest (exclusive of interest to the redemption date) from the redemption date to the stated maturity of the Notes discounted
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to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Adjusted Treasury Rate (defined below), plus accrued and unpaid interest on the
principal amount of the Notes being redeemed to, but excluding, the redemption date.
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If we elect to redeem
any of the 2018 Notes on or after April 1, 2018 (one month prior to the maturity date of the 2018 Notes), or any of the 2023 Notes on or after February 1, 2023 (three months prior to the maturity date of the 2023 Notes), in each case we
will do so at a redemption price equal to one hundred percent (100%) of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
Adjusted Treasury Rate means, with respect to any redemption date, (i) the yield, under the heading which represents the
average for the immediately preceding week, appearing in the most recently published statistical release designated H.15 (519) or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption Treasury Constant Maturities, for the maturity corresponding to the Comparable Treasury Issue (defined
below) (if no maturity is within three months before or after the remaining term of the Notes, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate
shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any successor release) is not published during the week preceding the calculation date or does not
contain such yields, 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 such redemption date, in each case calculated on the third business day preceding the redemption date, plus 15 basis points in respect of the 2018 Notes or 20 basis points in respect of the 2023 Notes.
Comparable Treasury Issue means the United States Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term from the redemption date to the stated maturity of the Notes that would be utilized, 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 Notes.
Comparable Treasury Price means, with respect to any
redemption date, if clause (ii) of the definition of Adjusted Treasury Rate is applicable, the average of four, or such lesser number as is obtained by the Company, Reference Treasury Dealer Quotations for such redemption date.
Quotation Agent means one Reference Treasury Dealer selected by the Company.
Reference Treasury Dealer means (i) each of Citigroup Global Markets Inc., Goldman, Sachs & Co.,
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary Treasury Dealers, as defined herein) and their respective successors, (ii) one Primary Treasury
Dealer selected by Mitsubishi UFJ Securities (USA), Inc. or its successor; (iii) one Primary Treasury Dealer selected by Wells Fargo Securities, LLC or its successor; provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in the United States (a Primary Treasury Dealer), we will substitute therefor another Primary Treasury Dealer, and (iii) any other Primary Treasury Dealer selected by us.
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by a Reference Treasury Dealer, of the bid and asking prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the trustee by such Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
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If less than all of the Notes are to be redeemed, the Trustee will select the Notes to be
redeemed by a method that the Trustee deems fair and appropriate and in accordance with the procedures of the depositary 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 Notes larger than $2,000. Notice of redemption will be mailed, first-class mail postage prepaid, to each holder of Notes to be redeemed at the holders address in the Security Register for the Notes. If any Note is to be
redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note to be redeemed. In that case, the Company will issue a new Note of any authorized denomination, as requested, in an
aggregate principal amount equal to the unredeemed portion of such Note, in the name of the holder upon cancellation of the original Note.
The Company will deliver notice of any redemption to holders of the Notes, not more than sixty (60) nor less than thirty (30) days before the redemption date.
Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
Notes called for redemption.
Limitation on Liens and Sale and Leaseback Transactions
The covenants set forth in the accompanying prospectus under Description of Securities Registered Northeast
UtilitiesThe Senior NotesLimitation on Liens and Sale and Leaseback Transactions have been made applicable to the 2018 Notes and the 2023 Notes.
Defeasance
We may defease the indebtedness on the Notes on the terms
described under Description of Securities RegisteredNortheast UtilitiesThe Senior NotesDefeasance, in the accompanying prospectus. In addition, we may defease the Notes within 60 days prior to maturity without
delivering an opinion that the defeasance will not cause the holders of the Notes to recognize income, gain, loss or expense for United States federal income tax purposes. The purpose of this provision is to give us more flexibility in timing a
refinancing of the indebtedness represented by the Notes. Such a defeasance would be treated as a taxable exchange for United States federal income tax purposes, as a result of which a holder could recognize gain or loss, and which could change the
amounts, timing and character of any income, gain or loss recognized on the Notes following defeasance.
Additional Debt Securities
We may, from time to time, without giving notice or seeking the consent of the holders of the Notes of either series,
create and issue additional debt securities having the same terms (except for the issue date, the public offering price and, under certain circumstances, the first interest payment date) ranking equally and ratably with either series of the Notes
offered by this prospectus supplement, including having the same CUSIP number, so that such additional debt securities would be consolidated and form a single series with the applicable series of Notes offered hereby and would have the same terms as
to status, redemption or otherwise as the applicable series of Notes offered hereby. No such additional debt securities may be issued if an Event of Default (as used and defined in the Indenture) has occurred and is continuing with respect to either
series of Notes.
Global Securities
When Notes are initially issued, one or more global securities (the Global Securities) will represent each series of Notes. These Global Securities will have an aggregate principal amount equal to that of
the Notes they represent. Each Global Security will be deposited with, or on behalf of, The Depository Trust Company, as depositary (DTC), and registered in the name of Cede & Co., a nominee of DTC.
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The Global Securities will bear legends stating the restrictions on exchanges and
registration of transfer referred to below and any other matters provided for by the Senior Note Indenture. Please refer to Book-Entry; Delivery And Form; Global Securities in the accompanying prospectus.
The Global Securities 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 depositary or at any time ceases to be a clearing agency
registered as such under the Exchange Act and a successor depositary is not appointed by us within ninety days or (2) there shall have occurred and be continuing after any applicable grace periods an Event of Default under the Senior Note
Indenture with respect to the Notes represented by such Global Security, we will issue certificated notes in definitive registered form in exchange for the Global Securities representing the Notes. In addition, we may at any time and in our sole
discretion determine not to have any Notes in registered form represented by one or more Global Securities and, in such event, will issue certificated notes in definitive form in exchange for the Global Securities representing the Notes. 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 notes represented by the Global Securities equal in principal amount to such beneficial interest and to
have such certificated notes registered in its name.
Certain Notices
With respect to any Notes represented by a Global Security, notices to be given to the holders of the Notes will be deemed to have been
duly given to the holders when given to DTC, or its nominee, in accordance with DTCs policies and procedures. We believe that DTCs practice is to inform its participants of any such notice it receives in accordance with its policies and
procedures. Persons who hold beneficial interests in the Notes through DTC or its direct or indirect participants may wish to consult with them about how notices and other communications relating to the Notes may be given and received through the
facilities of DTC. Neither we nor the Trustee will have any responsibility with respect to those policies and procedures or for any notices or other communications among DTC, its direct and indirect participants and the beneficial owners of the
Notes in global form.
With respect to Notes not represented by a Global Security, other notices to be given to the holders of
the Notes will be deemed to have been duly given to the holders upon the mailing of such notices to the holders at their respective addresses as they appear on the security register maintained by us or our agent as of the close of business the day
before notice is given. Neither the failure to give any notice nor any defect in any notice given to a particular holder will affect the sufficiency of any notice given to another holder.
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DESCRIPTION OF SECURITIES REGISTERED
NORTHEAST UTILITIES
Senior Notes, Common Shares, Preferred Shares, Warrants, Share Purchase Contracts and Share Purchase Units
General.
The following is a summary description of the material terms of Northeast Utilities Senior Notes, Common
Shares, Preferred Shares, Warrants, Share Purchase Contracts and Share Purchase Units and the provisions of Northeast Utilities Declaration of Trust. It also summarizes relevant provisions of the Massachusetts Business Corporation Act, or
MBCA. Since the terms of our Declaration of Trust and the MBCA are more detailed than the general information provided below, we urge you to read the actual provisions of the Declaration of Trust and the MBCA. The following summary description does
not purport to be complete and is subject in all respects to the MBCA and our Declaration of Trust. Our Declaration of Trust is incorporated by reference in the registration statement of which this prospectus forms a part. The particular terms of
the Senior Notes, Common Shares, Preferred Shares, Warrants, Share Purchase Contracts and Share Purchase Units offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the securities so offered, will
be described therein. If there is any inconsistency between the information in this prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement.
Common Shares and Preferred Shares
Common Shares
Our
outstanding common shares are listed on the New York Stock Exchange (NYSE) under the symbol NU. Any additional common shares we issue will also be listed on the NYSE. Common shareholders may receive dividends if and when declared by our
Board of Trustees. Dividends may be paid in cash, shares or other form. All outstanding common shares are fully paid and non-assessable. Any additional common shares we issue will also be fully paid and non-assessable.
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Each common share is entitled to one vote in the election of Trustees and other matters.
Common shareholders are not entitled to cumulative voting rights. We will notify common shareholders of any shareholders meetings according to applicable law. If we liquidate, dissolve or wind up our business, either voluntarily or not, common
shareholders will share equally in the assets remaining after we pay our creditors and preferred shareholders, if any.
Our
transfer agent and registrar is Computershare Trust Company, N.A. You may contact them by telephone at (800) 999-7269.
Preferred Shares
We do not currently have preferred shares authorized, although our Declaration of Trust permits the issuance
of preferred shares subject to common shareholder approval. Before we can issue preferred shares we will need to obtain authorization from our Board of Trustees and our common shareholders. If we issue preferred shares, the specific designations and
rights will be described in the prospectus supplement and a description will be filed with the Commission. The following description of the terms of the preferred shares sets forth certain general terms and provisions.
Preferred shares will have such par value, if any, such priority in liquidation, such voting rights and such other rights, privileges,
preferences, restrictions and limitations as may be established by our Board of Trustees and approved by our common shareholders. In some cases, the issuance of preferred shares could delay a change in control of the Company and make it harder to
remove present management. Under certain circumstances, preferred shares could also restrict dividend payments to holders of our common shares.
The preferred shares will, when authorized and issued, be fully paid and non-assessable. Unless otherwise specified in the applicable prospectus supplement, the preferred shares will rank on parity in all
respects with any outstanding preferred shares we may have at that time and will have priority over our common shares as to dividends and distributions of assets. Therefore, the rights of any preferred share may limit the rights of the holders of
our common shares.
The transfer agent, registrar, and dividend disbursement agent for a series of preferred shares will be
named in a prospectus supplement. The registrar for preferred shares will send notices to shareholders of any meetings at which holders of the preferred shares have the right to elect Trustees or to vote on any other matter.
Warrants
We may issue
warrants for the purchase of preferred shares, common shares, or any combination thereof. Warrants may be issued independently or together with other securities and may be attached to or separate from any offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or
relationship of agency or trust for us with any holders or beneficial owners of warrants.
This summary of certain provisions
of the warrants is not complete. For the complete terms of the warrants and the warrant agreement, you should refer to the provisions of the warrant agreement that we will file with the Commission in connection with the offering of such warrants.
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is
being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies, in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants and the price at which the securities may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such
security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States Federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the
consent of the holders issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.
Share Purchase Contracts and Share Purchase Units
We may issue share purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of common shares at a future date or dates. The price
per common share and the number of common shares may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula set forth in the share purchase contracts. The share purchase contracts may be
issued separately or as part of units consisting of a share purchase contract and beneficial interests in debt securities, preferred shares or debt obligations of third parties, including U.S. Treasury securities or obligations of our subsidiaries,
securing the holders obligations to purchase the common shares under the share purchase contracts, which we refer to in this prospectus as share purchase units. The share purchase contracts may require us to make periodic payments to the
holders of the share purchase units or vice versa, and these payments may be unsecured or refunded on some basis. The share purchase contracts may require holders to secure their obligations under those contracts in a specified manner.
The applicable prospectus supplement will describe the terms of the share purchase contracts or share purchase units, including, if
applicable, collateral or depositary arrangements, relating to the share purchase contracts or share purchase units.
Massachusetts Law and
Our Declaration of Trust
General
. We are an unincorporated voluntary association formed under
Massachusetts law, a type of entity commonly referred to as a Massachusetts business trust. For most purposes, except those explicitly set forth below, a Massachusetts business trust is a common law entity governed solely by our Declaration of
Trust, which constitutes a contract among the Trustees and shareholders or beneficiaries of the trust and is comparable to a certificate of incorporation and bylaws of a corporation.
Corporate Governance.
The rights of our shareholders are currently governed by Massachusetts law and our Declaration of
Trust. Our Declaration of Trust provides that all matters properly brought before a shareholder meeting at which a quorum is present will be decided by the majority vote of the shares present or represented by proxy at the meeting, except as
otherwise set forth in the Declaration of Trust and the provisions of any class or
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classes of preferred shares that may be authorized. The Declaration of Trust also provides that the Trustees may only be elected with the affirmative vote of the holders of a majority of the
outstanding shares with general voting power. A vote of two-thirds of all shares outstanding and having voting power may be required to take certain actions.
Amendments to Governing Documents.
Our Declaration of Trust provides that the trust may be altered, amended, added to or rescinded by the affirmative vote of at least two-thirds of the member
of our Board of Trustees, provided that any such alteration, amendment, addition or rescission must also be approved by the affirmative vote or the written consent of the holders of at least two-thirds of all shares issued and outstanding and having
general voting power. However, no alteration, amendment, addition or rescission adversely affecting the preferences or priorities of any preferred shares will be effective without the affirmative vote or written consent of the holders of at least
two-thirds of the affected preferred shares.
Preemptive Rights.
Our Declaration of Trust provides that the
holders of common shares and convertible securities will have preemptive rights with respect to offerings for cash of common shares or securities convertible into common shares, except with respect to:
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common shares, or the grant of rights or options on such shares, to our Trustees, directors, officers, or employees or those of a subsidiary of ours,
if the issue or grant is approved by the holders of common shares at a meeting duly held for such purpose or is authorized by and consistent with a plan previously so approved by the holders of common shares;
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common shares issued on the conversion of convertible securities, if the convertible securities were offered or issued to holders of common shares in
satisfaction of their preemptive rights or were not subject to preemptive rights;
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common shares and convertible securities offered to shareholders in satisfaction of their preemptive rights and not purchased by those shareholders;
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common shares or convertible securities issued pursuant to a plan adjusting any rights to fractional shares or fractional interests in order to prevent
the issue of fractional shares or fractional interests in these shares;
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common shares or convertible securities issued in connection with a merger or consolidation or pursuant to an order of a court, unless such order
provides otherwise;
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common shares or convertible securities issued in a public offering or through an underwriting;
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common shares or convertible securities released from preemptive rights through the affirmative vote or written consent of the holders of at least
two-thirds of the common shares then outstanding; or
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common shares or convertible securities held in our treasury.
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Board of Trustees.
Members of our Board of Trustees serve one-year terms and are elected annually.
Shareholder Proposals and Trustee Nominations.
Our shareholders may submit shareholder proposals and nominate candidates for
the Board of Trustees if the shareholders follow advance notice procedures described in our annual proxy statement.
Meetings of Shareholders.
Under our Declaration of Trust, meetings of the shareholders may be called only by the chairman of
the board, the president, or a majority of the Board of Trustees or may be requested by the holders of one-tenth (1/10) in interest of all shares outstanding having a right to vote.
Indemnification of Trustees and Officers.
Our Declaration of Trust provides that we will indemnify each of its present and
former Trustees and officers against any loss, liability or expense incurred in proceedings in which such person may be involved by reason of being or having been a Trustee or officer, except with respect to any matter as to which such person shall
have been finally adjudicated in such proceeding not to have acted in
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good faith in the reasonable belief that such persons action was in our best interests. If any such proceeding is disposed of by a compromise payment by any such Trustee or officer, no
indemnification payment will be provided unless a determination is made that such Trustee or officer acted in good faith in the reasonable belief that such persons action was in our best interests. Such determination must be made by either the
Board of Trustees by majority vote of the quorum consisting of Trustees who were not parties to such proceeding, by our independent legal counsel in a written opinion, or by the shareholders.
Limitation On Trustee Liability.
The Declaration of Trust provides that no member of the Board of Trustees will be liable to
us or our shareholders for monetary damages due to any breach of fiduciary duty, except for:
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breaches of such persons duty of loyalty to us or our shareholders;
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acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
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any transaction from which such person derived an improper personal benefit.
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Anti-takeover Statutes.
A Massachusetts anti-takeover statute, Chapter 110F of the Massachusetts General Laws, prohibits any
business combination with an interested shareholder, generally a person who owns or has recently owned at least 5% of the Companys outstanding voting shares, for three years after the person becomes an interested shareholder unless:
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prior to the 5% purchase, the Board of Trustees approves either the 5% purchase or the proposed business combination;
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the interested shareholder owned approximately 90% of the companys voting shares (excluding shares held by certain affiliates of the Company)
after making the 5% purchase which rendered him or her an interested shareholder; or
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the Board of Trustees and holders of two-thirds of the non-interested shares approve the business combination after the acquiror has become an
interested shareholder.
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Another Massachusetts anti-takeover statute, Chapter 110D of the Massachusetts
General Laws, regulates the acquisition of control shares. A control share acquisition occurs when an individual aggregates a number of shares which, when added to shares already owned, would allow the acquiring person to vote at least 20% of the
Companys shares. Under Chapter 110D, shares acquired in this type of a transaction would have no voting rights unless a majority of non-interested shareholders specifically voted to grant the acquiring person voting rights for these shares. In
general, the acquiring person as well as our officers and employee-Trustees are not permitted to vote on whether these voting rights should be granted.
Our Declaration of Trust does not address anti-takeover regulations or protections.
Senior
Notes
General.
The following description sets forth certain general terms and provisions of the senior
unsecured notes being registered by NU (Senior Notes). The description does not purport to be complete and is subject to, and qualified in its entirety by, all of the provisions of the Senior Note Indenture (as defined below), which is incorporated
herein by reference and is an exhibit to the Registration Statement of which this prospectus is a part. The particular terms of the Senior Notes offered by any prospectus supplement and the extent, if any, to which such general provisions may apply
to the Senior Notes so offered will be described therein. References to section numbers under this caption are references to the section numbers of the Senior Note Indenture. Capitalized terms not defined herein have the meanings given to them in
the Senior Note Indenture.
Senior Notes will be issued under a supplemental indenture or indentures to our indenture (the
Senior Note Indenture), between us and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank
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of New York Trust Company, N.A., as successor trustee (the Senior Note Trustee) dated as of April 1, 2002, as amended and supplemented. You may contact them at their Corporate Trust
Administration Office at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, telephone (412) 236-1201.
The Senior Notes will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated debt. There is no requirement under the Senior Note Indenture that
future issues of our debt securities be issued under the Senior Note Indenture, and we will be free to use other indentures or documentation, containing provisions different from those included in the Senior Note Indenture or applicable to one or
more issues of Senior Notes, in connection with future issues of such other debt securities.
The Senior Note Indenture does
not limit the aggregate principal amount of the Senior Notes that may be issued thereunder. The Senior Note Indenture provides that the Senior Notes will be issued in one or more series as notes or debentures. The Senior Notes may be issued at
various times and may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of Senior Notes will specify:
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the designation and aggregate principal amount of such Senior Notes;
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the date or dates on which such Senior Notes will mature;
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the interest rate or rates, or method of calculation of such rate or rates, on such Senior Notes, and the date from which such interest shall accrue;
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the dates on which such interest will be payable or method by which such dates are to be determined;
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the record dates for payments of interest;
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, such Senior Notes may be repaid, in whole or
in part, at our option;
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the place or places, if any, in addition to or in the place of our office or the office of the Senior Note Trustee, where the principal of (and
premium, if any) and interest, if any, on such Senior Notes shall be payable and where notices to us shall be sent; and
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other specific terms applicable to such Senior Notes. (Section 301)
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Unless otherwise indicated in the applicable prospectus supplement, the Senior Notes will be denominated in United States currency in
minimum denominations of $1,000 and integral multiples thereof. (Section 301)
Unless otherwise indicated in the
applicable prospectus supplement or as below described under Limitation on Liens and Sale and Leaseback Transactions, there are no provisions in the Senior Note Indenture or the Senior Notes that require us to redeem, or
permit the holders of the Senior Notes to cause a redemption of, the Senior Notes or that otherwise protect the holders of the Senior Notes in the event that we incur substantial additional indebtedness, whether or not in connection with a change in
control of us.
Because we are a holding company that conducts all of our operations through our subsidiaries, our ability to
meet our obligations under the Senior Notes is dependent on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends to us, repurchase shares of their common stock from us or repay loans or advances
made by us to them. Holders of the Senior Notes will generally have a junior position to claims of any holders of preferred stock and creditors of our subsidiaries, including trade creditors, debtholders, secured creditors, taxing authorities and
guarantee holders. In addition to trade debt, our subsidiaries have ongoing corporate debt programs used to finance their business activities. Unless otherwise specified in a prospectus supplement, the Supplemental Indentures will not limit the
amount of indebtedness or preferred stock issuable by our subsidiaries.
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Registration, Transfer, Exchange and Form.
Senior Notes of any series may be
exchanged for other Senior Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. (Section 305)
Unless otherwise indicated in the applicable prospectus supplement, Senior Notes may be presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of
transfer) at the office or agency maintained for such purpose with respect to any series of Senior Notes and referred to in the applicable prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as
described in the Senior Note Indenture. (Section 305)
In the event of any redemption of Senior Notes of any series, we
will not be required to exchange, or register the transfer of, any Senior Notes of such series selected, called or being called for redemption except, in the case of any Senior Note to be redeemed in part, the portion thereof not to be so redeemed.
(Section 305)
Paying Agents.
We will maintain an office or agency where Senior Notes may be presented or
surrendered for payment. We will give prompt written notice to the Senior Note Trustee of the location, and any change in the location, of such office or agency. If at any time we shall fail to maintain any such required office or agency or shall
fail to furnish the Senior Note Trustee with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of the Senior Note Trustee, and, in such event, the Senior Note Trustee shall act as our agent to
receive all such presentations and surrenders. (Section 1002)
All monies paid by us to a paying agent for the payment of
principal of, interest or premium, if any, on any Senior Note which remains unclaimed at the end of two years after any such principal, interest or premium shall have become due and payable will be repaid to us at our request and the Holder of such
Senior Note will thereafter look only to us for payment thereof as an unsecured general creditor. (Section 1003)
Consolidation, Merger, Conveyance, Sale or Transfer.
Nothing contained in the Senior Note Indenture prevents us from
consolidating with or merging into another corporation or conveying, selling or otherwise transferring our properties and assets substantially as an entirety to any Person, provided that:
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the corporation formed by such consolidation or into which we are merged or the Person which acquires by conveyance, sale or transfer our properties
and assets substantially as an entirety is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes by an indenture supplemental thereto, executed and
delivered to the Senior Note Trustee, in form satisfactory to the Senior Note Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Senior Notes and the performance of every covenant of the
Senior Note Indenture on our part to be performed or observed; and
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immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have occurred and be continuing.
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We shall also be required to deliver to the Senior
Note Trustee certificates and opinions stating that such consolidation, merger, conveyance, sale or transfer comply with the Senior Note Indenture and all relevant conditions precedent have been satisfied. (Section 801)
Limitation on Liens.
Nothing contained in the Senior Note Indenture or in the Senior Notes in any way restricts or prevents
us or any of our subsidiaries from incurring any indebtedness; provided that if this covenant is made applicable to the Senior Notes of any particular series, we will not issue, assume or guarantee (including any contingent obligation to purchase)
or permit to exist any notes, bonds, debentures or other evidences of indebtedness for money borrowed (Debt) secured by a mortgage, lien, pledge, security interest or other encumbrance (Lien) upon any of our property, including the capital stock of
any of our subsidiaries, without effectively providing that the outstanding Senior Notes (together with, if we so determine, any other indebtedness or obligation then existing or thereafter created ranking equally with the Senior Notes) shall be
secured equally and ratably with (or prior to) such
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Debt so long as such Debt shall be so secured (provided that for purposes of providing such equal and ratable security, the principal amount of outstanding Senior Notes of any series will be such
portion of the principal amount as may be specified in the terms of such series). This restriction will not, however, apply to:
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Liens in existence on the date of the original issue of the Senior Notes to which this restriction is made applicable, including, without limitation,
stock forward transactions;
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Liens created solely for the purpose of securing Debt incurred to finance, refinance or refund the purchase price or cost (including the cost of
construction) of property acquired after the date hereof (by purchase, construction or otherwise), or Liens in favor of guarantors of obligations or Debt representing, or incurred to finance, refinance or refund, such purchase price or cost,
provided that no such Lien shall extend to or cover any property other than the property so acquired and improvements thereon and provided further that such Liens are created no later than 24 months after the purchase or construction;
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Liens on any property or assets acquired from a corporation which is merged with or into us, which Liens are not created as a result of or in
connection with or in anticipation of any such merger (unless such Liens were created to secure or provide for the payment of any part of the purchase price of such corporation);
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any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in
anticipation of such acquisition (unless such Lien was created to secure or provide for the payment of any part of the purchase price of such property or assets); or
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any extension, renewal or replacement of any Lien referred to in the foregoing clauses, provided that the principal amount of Debt so secured thereby
shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property which secured the
Lien extended, renewed or replaced (plus improvements on such property).
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Notwithstanding the foregoing, we
may issue or assume Debt secured by Liens on our cash which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which does not at the time of issuance or assumption exceed $100 million. The following types
of transactions shall not be deemed to create Debt secured by Liens: Liens required by any contract or statute in order to permit us to perform any contract or subcontract made by it with or at the request of a governmental entity or any department,
agency or instrumentality thereof, or to secure partial, progress, advance or any other payments to us by such governmental unit pursuant to the provisions of any contract or statute; and share forwards with respect to our common shares accounted
for as equity transactions under applicable accounting guidelines wherein the shares collateralize the forward repayment obligation. (Section 1007)
Sale and Leaseback Transactions.
If this covenant is made applicable to the Senior Notes of any series, we will not enter into any Sale and Leaseback Transaction unless either:
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we would be entitled pursuant to the Limitation on Liens covenant above to create Debt secured by a Lien on the property to be leased back
in an amount equal to the Attributable Value of such Sale and Leaseback Transaction without the Senior Notes being effectively secured equally and ratably with (or prior to) that Debt; or
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we, within 270 days after the sale or transfer of the relevant assets shall have been made, apply, in the case of a sale or transfer for cash, an
amount equal to the net proceeds from the sale or, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value of the property so leased (as determined by any two of our Trustees) to:
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the retirement of our long-term indebtedness ranking prior to or on a parity with the Senior Notes; or
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the investment in any property used in the ordinary course of our business.
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Attributable Value means, as to any particular lease under which we are at any
time liable as lessee and at any date as of which the amount thereof is to be determined, the amount equal to the greater of (i) the net proceeds from the sale or transfer of the property leased pursuant to the Sale and Leaseback Transaction or
(ii) the net book value of the property, as determined by us in accordance with generally accepted accounting principles at the time of entering into the Sale and Leaseback Transaction, in either case multiplied by a fraction, the numerator of
which shall be equal to the number of full years of the term of the lease that is part of the Sale and Leaseback Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term,
without regard, in any case, to any renewal or extension options contained in the lease.
Sale and Leaseback
Transaction means any transaction or series of related transactions relating to property now owned or hereafter acquired by us whereby we transfers the property to a person and we lease it from that person for a period, including renewals, in
excess of 36 months. (Section 1012)
Modification of the Senior Note Indenture.
The Senior Note
Indenture contains provisions permitting us and the Senior Note Trustee, with the consent of the holders of a majority in principal amount of the outstanding Senior Notes, of all series affected by the modification (voting as one class), to modify
the Senior Note Indenture or any supplemental indenture or the rights of the holders of the Senior Notes of such series; provided that no such modification shall without the consent of the holders of each outstanding Senior Note affected thereby:
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change the date upon which the principal of or the interest on any Senior Note is due and payable;
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reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof;
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change any place of payment where, or the currency in which, any Senior Note or any premium or the interest thereon is payable;
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impair the right to institute suit for the enforcement of any payment on or after the date such payment is due (or, in the case of redemption, on or
after the date fixed for such redemption);
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reduce the aforesaid percentage of Senior Notes, the consent of the holders of which is required for any modification of the applicable supplemental
indenture or for waiver by the holders of certain of their rights; or
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modify certain provisions of the Senior Note Indenture. (Section 902)
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The Senior Note Indenture also contains provisions permitting us and the Senior Note Trustee to amend the Senior Note Indenture in certain
circumstances without the consent of the holders of any Senior Notes to evidence the succession of another Person to us, the replacement of the Senior Note Trustee and for certain other purposes, including to cure any ambiguity or defect, or correct
any inconsistency, in the Senior Note Indenture, or to add or change any other provisions with respect to matters or questions arising under the Senior Note Indenture or the Senior Notes, provided such changes or additions shall not adversely affect
the interests of the holders of any series of the Senior Notes in any material respect, or involve a change requiring the consent of the holders of the Senior Notes described in the preceding paragraph. (Section 901)
Events of Default.
An Event of Default with respect to the Senior Notes is defined in the Senior Note Indenture as being:
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failure to pay any interest on the Senior Notes and continuance of such failure for 30 days;
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failure to pay the principal (or premium, if any), including the payment of principal (or premium, if any) when due pursuant to any redemption
provision of the Senior Notes and continuance of such failure for three days;
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failure to pay any sinking fund installment, if any, pursuant to the terms of the Senior Notes, and continuance of such failure for a period of three
days;
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default in the performance, or breach, of any covenant or warranty of ours in the Senior Note Indenture (other than certain covenants or warranties a
default in whose performance or whose breach is specifically dealt with elsewhere in the Senior Note Indenture or which has been expressly included in the Senior Note Indenture solely for the benefit of any series of Senior Notes other than that
series) and continuance of such default or breach for a period of 90 days after written notice is given to us by the Senior Note Trustee or to us and the Senior Note Trustee by the holders of 33% or more in aggregate principal amount of the
outstanding Senior Notes; and
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation involving us. (Section 501)
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We will be required to file with the Senior Note Trustee annually an officers certificate as to the existence or absence of default
in performance of certain covenants in the Senior Note Indenture. (Section 1008) The Senior Note Indenture provides that the Senior Note Trustee may withhold notice to the holders of the Senior Notes of any default (except in payment of
principal of (or premium, if any), or interest, if any, on, the Senior Notes or in the payment of any sinking fund installment with respect to the Senior Notes) if the Senior Note Trustee in good faith determines that it is in the interest of the
holders of the Senior Notes to do so. (Section 602) The Senior Note Indenture provides that, if an Event of Default due to the default in payment of principal of (or premium, if any) or interest on the Senior Notes or in the payment of any
sinking fund installment with respect to the Senior Notes, or due to the default in the performance or breach of any covenant or warranty in the Senior Note Indenture by us shall have happened and be continuing, either the Senior Note Trustee or the
holders of 33% or more in aggregate principal amount of the outstanding Senior Notes may declare the principal amount of all the Senior Notes to be due and payable immediately, but if we shall cure all defaults and certain other conditions are met,
such declaration may be annulled and past defaults may be waived by the holders of a majority in aggregate principal amount of the Senior Notes. If an Event of Default due to certain events of bankruptcy, insolvency or reorganization has occurred
and is continuing, the principal amount of all the Senior Notes shall be immediately due and payable, without any act of either the Senior Note Trustee or the holders. (Sections 502 and 513)
Subject to the provisions of the Senior Note Indenture relating to the duties of the Senior Note Trustee, the Senior Note Trustee will be
under no obligation to exercise any of its rights or powers under the Senior Note Indenture at the request or direction of any of the holders of the Senior Notes, unless such holders shall have offered to the Senior Note Trustee reasonable
indemnity. (Section 603)
Subject to such provision for indemnification, the holders of a majority in principal amount of
the Senior Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Note Trustee, or exercising any trust or power conferred on the Senior Note Trustee with respect to the
Senior Notes, provided, however, that if an Event of Default shall have occurred and be continuing with respect to less than all of the series of Senior Notes, the holders of a majority in aggregate principal amount of the Senior Notes of all such
series, considered as one class, shall have the right to make such direction, and provided that the Senior Note Trustee shall have the right to decline to follow any such direction if the Senior Note Trustee shall determine that the action so
directed conflicts with any law or the provisions of the Senior Note Indenture or if the Senior Note Trustee shall determine that such action would subject the Senior Note Trustee to personal liability or expense for which reasonable indemnity has
not been provided. (Section 512)
Defeasance.
We, at our option, (a) will be Discharged from any and all
obligations in respect of the Senior Notes (except for certain obligations to register the transfer or exchange of Senior Notes, replace destroyed, stolen, lost or mutilated Senior Notes, maintain paying agencies and hold moneys for payment in
trust) or (b) need not comply with certain covenants of the Senior Note Indenture described under Consolidation, Merger, Conveyance, Sale or Transfer, Sale and Leaseback Transactions and
Limitation of Liens or to certain covenants relating to corporate existence and maintenance of properties and insurance, in each case, if:
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We irrevocably deposit with the Senior Note Trustee, in trust, (a) money; or (b) in certain cases, U.S. Government Obligations which through
the payment of interest and principal in respect thereof in
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accordance with their terms will provide money; or (c) a combination thereof, in each case sufficient to pay and discharge:
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the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the outstanding Senior Notes on
the dates such payments are due, in accordance with the terms of the Senior Notes, or to and including the redemption date irrevocably designated by us; and
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any mandatory sinking fund payments applicable to the Senior Notes on the day on which payments are due and payable in accordance with the terms of the
Senior Note Indenture and of the Senior Notes;
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no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of
such deposit;
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we deliver to the Senior Note Trustee an opinion of counsel to the effect:
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that the holders of the Senior Notes will not recognize income, gain, loss or expense for Federal income tax purposes as a result of such deposit and
defeasance of certain obligations;
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that such provision would not cause any outstanding Senior Notes then listed on any national securities exchange to be delisted as a result thereof;
and
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that the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; and
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we have delivered to the Senior Note Trustee an officers certificate and an opinion of counsel, each stating that all conditions precedent
provided for in the Senior Note Indenture relating to the satisfaction and discharge of the Senior Notes have been complied with. (Sections 403 and 1009)
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Discharged means, with respect to the Senior Notes of any series, the discharge of the entire indebtedness represented by, and obligations of ours under, the Senior Notes of such series and in the
satisfaction of all the obligations of ours under the Senior Note Indenture relating to the Senior Notes of such series, except:
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the rights of holders of the Senior Notes of such series to receive, from the trust fund established pursuant to the Senior Note Indenture, payment of
the principal of and interest and premium, if any, on the Senior Notes of such series when such payments are due;
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our obligations with respect to the Senior Notes of such series with respect to registration, transfer, exchange and maintenance of a place of payment;
and
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the rights, powers, trusts, duties, protections and immunities of the Senior Note Trustee under the Senior Note Indenture. (Section 101)
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U.S. Government Obligations means direct obligations of the United States for the payment of which its full
faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed by the United States, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the
account of a holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. (Section 101)
Resignation or Removal of Senior Note Trustee.
The Senior Note Trustee may resign at any time upon written notice to us, and
such resignation will take effect immediately upon the appointment of a successor Senior Note Trustee. (Sections 610 and 611)
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The Senior Note Trustee may be removed at any time by an instrument or concurrent
instruments in writing delivered to the Senior Note Trustee and us and signed by the holders, or their attorneys-in-fact, of at least a majority in principal amount of the then outstanding Senior Notes. In addition, under certain circumstances, we
may remove the Senior Note Trustee upon notice to the Holder of each Senior Note outstanding and the Senior Note Trustee, and appointment of a successor Senior Note Trustee. (Section 610)
No Recourse Against Others.
The Senior Note Indenture provides that no recourse for the payment of the principal of or any
premium or interest on any Senior Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of ours, contained in the Senior Note Indenture or in any supplemental
indenture, or in any Senior Note, or because of the creation of any indebtedness represented thereby, will be had against any Trustee, incorporator, stockholder, officer or director, as such, past, present or future, of ours or any successor
corporation, either directly or through us 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; it being expressly understood that all such
liability is expressly waived and released as a condition of, and in consideration for, the execution of the Senior Note Indenture and the issuance of the Senior Notes. (Section 114) Such waiver may not be effective to waive liabilities under
the Federal securities laws and we understand that it is the view of the Commission that such a waiver is against public policy.
Concerning the Senior Note Trustee.
The Senior Note Trustee under the Senior Note Indenture or affiliates of the Senior Note Trustee, are also trustees under other indentures and trust
agreements of affiliates of ours. In addition, an affiliate of the Senior Note Trustee is a lending party to two of our system revolving credit facilities with total commitment amounts under the facilities of approximately $69.1 million and
$27.0 million, respectively.
THE CONNECTICUT LIGHT AND POWER COMPANY
The CL&P Bonds
General.
The following description sets
forth certain general terms and provisions of the first and refunding mortgage bonds being registered by CL&P (CL&P Bonds). The description does not purport to be complete and is subject to, and qualified in its entirety by, all of the
provisions of the CL&P Indenture (as defined below), which is incorporated herein by reference and is an exhibit to the Registration Statement of which this prospectus is a part. The particular terms of the CL&P Bonds offered by any
prospectus supplement and the extent, if any, to which such general provisions may apply to the CL&P Bonds so offered, will be described therein. If there is any inconsistency between the information in this prospectus and the prospectus
supplement, you should rely on the information in the prospectus supplement.
We will issue the CL&P Bonds in one or more
series under our Indenture of Mortgage and Deed of Trust, between us and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (the CL&P Bond Trustee), dated as of May 1, 1921, as amended and restated in
2005 and as supplemented and as it is to be further supplemented by one or more Supplemental Indentures, each of which would relate to one or more series of the CL&P Bonds. In this prospectus, we will refer to the Indenture of Mortgage and Deed
of Trust, as amended and restated and supplemented, as the CL&P Indenture and we will refer to any Supplemental Indenture that will supplement the Indenture as a Supplemental Indenture.
Amendment and Restatement of the CL&P Indenture.
The CL&P Indenture was amended and restated substantially in its
entirety on April 7, 2005. Certain provisions of such amendment (the B Provisions), however, require the consent of the holders of 100% in principal amount of all CL&P Bonds outstanding under the CL&P Indenture in order to become
effective. The B Provisions will become effective automatically upon receipt of such requisite 100% consent. We have already obtained the required approval for the B Provisions from the Connecticut Department of Public Utility Control.
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Each holder of CL&P Bonds issued after 2003 (including any CL&P Bonds offered by any
prospectus supplement and any CL&P Bonds offered by any future prospectus), solely by virtue of its acquisition of such CL&P Bonds, including as an owner of a book-entry or other beneficial interest therein, will have and be deemed to have
consented, without the need for any further action or consent by such holder, to the B Provisions. We presently do not expect to receive the requisite 100% consent for the B Provisions, and therefore do not expect the B Provisions to
become effective until 2031, when the last two series of CL&P Bonds outstanding issued before 2004 mature.
Accordingly,
presented below are summary descriptions of the CL&P Bonds and the CL&P Indentureas now in effect and as they will be in effect following receipt of the requisite bondholder consent, when the B Provisions become effective.
THERE ARE MATERIAL DIFFERENCES BETWEEN THE CL&P INDENTURE AS NOW IN EFFECT AND AS IT WILL BE IN EFFECT WHEN THE
B PROVISIONS BECOME EFFECTIVE, AND YOU ARE ADVISED TO CAREFULLY READ THE SUMMARIES BELOW TO UNDERSTAND THE IMPACT OF THE B PROVISIONS. THE SUMMARY DESCRIPTION OF THE PROVISIONS OF THE CL&P INDENTURE AND OF THE B PROVISIONS WHICH
FOLLOWS DOES NOT PURPORT TO BE COMPLETE OR TO COVER ALL OF THE PROVISIONS THEREOF. COPIES OF THE CL&P INDENTURE, INCLUDING THE B PROVISIONS, ARE AVAILABLE FROM US AND REFERENCE IS MADE TO THE CL&P INDENTURE, INCLUDING THE
B PROVISIONS. FOR A COMPLETE STATEMENT OF THE APPLICABLE PROVISIONS, THE CL&P INDENTURE, INCLUDING THE B PROVISIONS, IS INCLUDED AS AN EXHIBIT TO THE REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
General Terms of the CL&P Bonds.
The prospectus supplement with respect to each series of CL&P Bonds will set forth
the maturity date, interest rate, interest payment dates, record dates and other specific terms and provisions for such series.
The CL&P Bonds are to be issued only in the form of fully registered bonds without coupons in denominations of $1,000 or multiples
thereof and may be presented for exchange for a like aggregate principal amount of the same series of CL&P Bonds of other authorized denominations and for transfer at the principal office of the CL&P Bond Trustee in New York City without
payment in either case of any charge other than for any tax or other governmental charges required to be paid by us.
Security.
The CL&P Indenture constitutes a first mortgage lien (subject to liens permitted by the CL&P Indenture) on
substantially all of our physical property and franchises, including our generating stations, if any are acquired in the future, and our transmission and distribution facilities. We currently do not own any generating stations. Subject to the
provisions of the Federal Bankruptcy Code, the CL&P Indenture will also constitute a lien on after-acquired property, although in states other than Connecticut it may be necessary to comply with applicable recording requirements to perfect the
lien on after-acquired property. The CL&P Indenture also permits after-acquired property to be subject to liens prior to that of the CL&P Indenture. The security afforded by the CL&P Indenture is for the equal and ratable protection of
all our presently outstanding CL&P Bonds and any CL&P Bonds which may hereafter be issued under the CL&P Indenture.
The B Provisions would continue the existing first mortgage lien of the CL&P Indenture, but would expand both the types of
property excepted from the lien and the types of permitted liens. We believe that these changes will not have a material effect on the security afforded by the mortgage lien on the property subject thereto. However, the B Provisions also would
exclude any generating properties from the lien of the CL&P Indenture. Although this is not significant at present because we own no generating properties, if any such properties are acquired or constructed in the future, after effectiveness of
the B Provisions, such properties would not be subject to the lien of the CL&P Indenture unless we chose to take such action.
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Unlike the current provisions of the CL&P Indenture, the B Provisions would permit
us to issue certain debt other than CL&P Bonds that would be secured by liens on the mortgaged property that are equal with or prior to the lien of the CL&P Indenture. We believe that this change will not have a material effect on the
security provided by the CL&P Indenture, because we may only issue such equal or prior secured debt in an aggregate principal amount up to 3% of the sum of (1) the lesser of the depreciated cost or fair market value of our property then
subject to the lien of the CL&P Indenture, plus (2) certain cash then on deposit with the CL&P Bond Trustee. This issuance requirement would not apply to our assumption of debt secured by a lien existing (or created concurrently) on
property we acquire, and there would be no limit on the amount of equal or prior secured debt that we could so assume. However, the test for the issuance of additional CL&P Bonds, as described below under Issuance Test for New
CL&P Bonds, in effect, counts all outstanding equal or prior secured debt against our ability to issue additional CL&P Bonds.
Under certain limited circumstances, the lien of the CL&P Indenture on real property in Connecticut acquired by us after June 3, 1985 could be subordinated to a lien in favor of the State of
Connecticut pursuant to a Connecticut law (Connecticut General Statutes Section 22a-452a) providing for such a lien for reimbursement for expenses incurred in containing, removing or mitigating hazardous waste. Although we presently own no
property outside of Connecticut, if we acquire such property it is likely that comparable environmental lien subordination statutes would apply to any such property in other states.
Redemption Provisions.
Unless otherwise provided in the supplemental indenture under which a series of the CL&P Bonds is
issued and the related prospectus supplement, each series of CL&P Bonds will be redeemable at our option as a whole or in part at any time upon at least 30 days prior written notice given by mail as provided in the CL&P Indenture
at redemption prices (expressed in percentages of principal amount) that will be set forth in the Supplemental Indenture and the prospectus supplement with respect to such series, together in each case with accrued and unpaid interest to the
redemption date.
Issuance Test for New CL&P Bonds.
The CL&P Indenture permits issuance of new CL&P
Bonds under the CL&P Indenture in an unlimited amount so long as, after giving effect to such issue, the aggregate amount of all outstanding CL&P Bonds and secured debt (generally, debt secured by a lien equal with or prior to
the lien of the CL&P Indenture) in each case outstanding on the issuance date, does not exceed 75% of the sum of (1) the lesser of the depreciated cost or fair market value of our property then subject to the lien of the CL&P Indenture
and (2) certain cash then on deposit with the CL&P Bond Trustee in each case calculated as of the most recent balance sheet date.
Sinking and Improvement Fund.
The CL&P Indenture does not contain a sinking and improvement fund requirement.
Replacement Fund.
The CL&P Indenture does not contain a replacement fund requirement.
Withdrawal or Application of Cash.
Cash deposited with the CL&P Bond Trustee can be applied or withdrawn by us at any time so long as there is no default under the CL&P Indenture and
so long as, after giving effect to such withdrawal, we could then issue at least $1.00 of additional CL&P Bonds under the test for the issuance of additional CL&P Bonds (described above under
Issuance Test for New CL&P
Bonds
).
Release of Property.
Property may be released upon compliance with the same requirements
applicable to the withdrawal of cash deposited with the CL&P Bond Trustee described above under
Withdrawal or Application of Cash
. The CL&P Indenture also permits dispositions of certain obsolete property and grants or
surrender of certain rights without any release or consent by the CL&P Bond Trustee. If we retain any interest in any property released from the lien of the CL&P Indenture, the CL&P Indenture will not constitute a lien on such property
or such interest therein or any improvements, extensions or additions to such property or renewals, replacements or substitutions of or for such property or any part or parts thereof.
The B Provisions would provide simplified procedures for the release of minor properties.
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Dividend Restrictions.
The CL&P Indenture does not contain a dividend
restriction.
Default.
The CL&P Indenture provides that the following events will constitute events of
default thereunder: (i) failure to pay principal; (ii) failure for 90 days to pay interest; (iii) failure to perform any of the other CL&P Indenture covenants for 90 days after notice to us; (iv) certain
events of bankruptcy, insolvency or receivership, and (v) any other event or occurrence specified as an event of default in the terms of a particular series of CL&P Bonds. The CL&P Indenture requires us to deliver to the
CL&P Bond Trustee an annual officers certificate as to compliance with certain provisions of the CL&P Indenture.
The CL&P Indenture provides that, if any event of default exists, the holders of a majority in principal amount of the CL&P Bonds
outstanding may, after tender to the CL&P Bond Trustee of indemnity satisfactory to it, direct the sale of the mortgaged property.
Modification of the CL&P Indenture.
The CL&P Indenture may be supplemented or amended to convey additional property, to state indebtedness of companies merged, to add further
limitations to the CL&P Indenture, to evidence a successor company, or to make such provision in regard to questions arising under the CL&P Indenture as may be necessary or desirable and not inconsistent with its terms. The CL&P
Indenture may also be amended without bondholder consent if the changes do not adversely affect the interests of the holders of any series of CL&P Bonds in any material respect.
The CL&P Indenture also permits the modification, with the consent of holders of 66
2
/3% of the CL&P Bonds affected, of any provision of the CL&P
Indenture, except that (a) no such modification may effect a reduction of such percentage unless all bondholders consent, (b) no such modification may effect the creation of a lien equal with or prior to that of the CL&P Indenture
unless all bondholders consent, (c) no bondholder who refuses to consent may be deprived of his security and (d) our obligations as to the maturities, payment of principal, interest or premium and other terms of payment may not be modified
unless all affected bondholders consent.
The B Provisions would remove the 66
2
/3% consent requirement and permit modifications with the consent of
holders of a majority of the CL&P Bonds so affected, but generally retains the restrictions described in (a) and (d) of the preceding paragraph. Under the B Provisions, the restriction described in (b) of the preceding paragraph
would become inapplicable because the B Provisions also would permit the creation of a lien equal with or prior to that of the CL&P Indenture (as described above in the third paragraph under
Security
). The B Provisions
also generally retains the restriction described in (c) of the preceding paragraph, but would permit, without bondholder consent, modifications that release the lien of the CL&P Indenture on mortgaged property having an aggregate value not
greater than 10% of the aggregate value of all mortgaged property at the time the B Provisions become effective.
NSTAR ELECTRIC COMPANY
Debt Securities
We will issue the debt securities under an indenture dated as of September 1, 1988, between us and The Bank of New York Mellon Trust Company, N.A. (as successor to Bank of Montreal Trust Company), as
trustee (NSTAR Electric Trustee). A copy of the indenture is incorporated by reference as an exhibit to the registration statement that contains this prospectus.
The following summary of provisions of the indenture is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the indenture.
The following summary describes the general terms of the debt securities. The prospectus supplement will include the particular terms of
debt securities being offered which differ from or add to these general terms.
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The debt securities will be unsecured and will rank equally with all other unsecured and
unsubordinated indebtedness of NSTAR Electric.
General.
We may issue the debt securities from time to time, without
limitation as to aggregate principal amount and in one or more series. Neither the indenture nor the debt securities will limit or otherwise restrict the amount of other indebtedness, including secured indebtedness, which we may incur or other
securities which we may issue. As of December 31, 2012, we had an aggregate of $1,600,00,000 principal amount of debt securities outstanding under the indenture, consisting of five series.
The prospectus supplement will include the particular terms of the debt securities, including:
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the title and series designation;
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the aggregate principal amount and the limit, if any, on the aggregate principal amount or initial public offering price of the debt securities of that
series;
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any rate or rates (or method for establishing the rate or rates) at which the debt securities shall bear interest;
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the date from which any interest shall accrue;
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any interest payment dates;
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the stated maturity date or dates on which principal is payable;
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whether the debt securities are to be issued in global form;
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any sinking fund requirements;
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any provisions for redemption, and the redemption price or prices;
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the denominations in which the debt securities shall be issuable;
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whether the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies;
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the place or places where payments on the debt securities shall be made and the debt securities may be presented for registration of transfer or
exchange;
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whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date;
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if other than the full principal amount, the portion of the principal amount of the debt securities payable upon acceleration of the maturity of the
debt securities;
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any index used to determine the amount of payment of principal of (and premium, if any) or interest on the debt securities;
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the person to whom any interest on the debt securities of the series shall be payable if other than the registered holder;
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any additional or different events of default that apply to debt securities of the series and any change in the right of the trustee or the required
holders of those debt securities to declare the principal thereof due and payable;
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any additional or different covenants that apply to debt securities of the series; and
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any other terms of the debt securities.
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We may issue debt securities as original issue discount securities, which bear either no interest or interest at a rate that at the time of issuance is below market rates. These securities
will be sold at a substantial discount below their principal amount. In the event that the maturity of an original issue discount security is accelerated,
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the amount payable to the holder upon acceleration will be determined in accordance with the terms of that security and the indenture, but will be an amount less than the amount payable at the
stated maturity of the principal of the security. The prospectus supplement will describe special federal income tax and other considerations relating to original issue discount securities.
The covenants contained in the indenture and the debt securities will not protect holders in the event of a sudden decline in our
creditworthiness that might result from a recapitalization, restructuring, or other highly leveraged transaction.
Events
of Default.
The following are events of default under the indenture with respect to any series of debt securities:
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default in the payment of any principal or premium when due and when that default has continued for three business days;
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default in the payment of any interest when due, which continues for 30 days;
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default in the deposit of any sinking fund payment when due and when that default has continued for three business days;
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default in the performance of any other obligation contained in the indenture for the benefit of debt securities of that series, which continues for 60
days after written notice;
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default in the payment of other indebtedness of $10,000,000 or more at its stated maturity;
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acceleration of other indebtedness in a principal amount of $10,000,000 or more, which is not annulled within 90 days after written notice;
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specified events in bankruptcy, insolvency or reorganization; and
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any other event of default provided with respect to debt securities of that series.
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If an event of default under the indenture occurs and continues for any series of debt securities, the trustee or the holders of at least
33% in aggregate principal amount of the outstanding securities of that series may declare the principal amount, or any lesser amount provided for in the debt securities of that series, to be due and payable immediately. After the trustee or the
holders have accelerated a series of debt securities, but before the trustee has obtained a judgment or decree for payment of money due, the holders of a majority in aggregate principal amount of outstanding debt securities of that series may, under
specified circumstances, rescind and annul the acceleration.
The holders of a majority in principal amount of the outstanding
debt securities of any series may waive an event of default with respect to that series, except a default:
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in the payment of any amounts due and payable under the debt securities of that series; or
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in an obligation contained in, or a provision of, the indenture which cannot be modified under the terms of the indenture without the consent of each
holder of outstanding debt securities of the affected series.
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The holders of a majority in principal amount
of the outstanding debt securities of a series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to debt securities of
that series, provided that this direction is not in conflict with any rule of law or the indenture. Before proceeding to exercise any right or power under the indenture at the direction of the holders, the trustee is entitled to receive from those
holders reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in complying with the direction.
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A holder of any debt security of any series will have the right to institute a proceeding
with respect to the indenture or for any remedy thereunder, if:
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that holder previously gave written notice to the trustee of a continuing event of default with respect to debt securities of that series;
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the holders of not less than 33% in aggregate principal amount of the outstanding debt securities of that series also shall have made written request
to the trustee to institute the proceeding as trustee and offered the trustee indemnity satisfactory to the trustee;
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the trustee shall have failed to institute the proceeding within 60 days; and
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the trustee shall not have received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction
inconsistent with such request during that 60-day period.
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However, any holder of a debt security has the
absolute, unconditional right to institute suit for any defaulted payment after the due date for payment under that debt security.
We are required to furnish to the trustee annually a statement as to the performance of our obligations under the indenture and as to any default in such performance.
Modification and Waiver.
The indenture may be modified and amended by us and the trustee through a supplemental indenture. Any
modification must have the consent of holders of at least a majority of the principal amount of each series of debt securities affected. However, without the consent of each holder of any debt security affected, we may not amend or modify any
indenture to:
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change the stated maturity date of the principal, or any installment of principal of or interest on, any debt security;
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reduce the principal amount of, the rate of interest on, or any premium payable upon the redemption of any debt security;
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reduce the amount of principal of an original issue discount security payable upon acceleration of its maturity;
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change the place or currency of payment of principal of, or any premium or interest on, any debt security;
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impair the right to institute suit for the enforcement of any payment with respect to any debt security;
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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to modify or amend the indenture
or to waive compliance with certain provisions of the indenture;
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reduce the percentage in principal amount of debt securities of any series, the consent of whose holders is required to waive any past default; or
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change any obligation of ours to maintain an office or agency in each place of payment.
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Consolidation, Merger and Sale of Assets.
We may consolidate or merge with or into any other corporation, and we may convey,
transfer or lease all or substantially all of our assets to any corporation, provided that:
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the resulting corporation, if other than us, is a corporation organized and existing under the laws of the United States of America or any U.S. state
and assumes all of our obligations on the debt securities under the indenture;
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we are not, or any successor corporation is not, immediately after any consolidation or merger, in default under the indenture; and
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other specified conditions are met.
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Concerning the NSTAR Electric Trustee.
The Bank of New York Mellon Trust Company,
N.A. (as successor to Bank of Montreal Trust Company) is the trustee and paying agent under the indenture. The NSTAR Electric Trustee or affiliates of the NSTAR Electric Trustee are also trustees under other indentures and trust agreements of
affiliates of ours. In addition, an affiliate of the NSTAR Electric Trustee is a lending party to two of our system revolving credit facilities with total commitment amounts under the facilities of approximately $69.1 million and $27.0 million,
respectively.
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
The PSNH Bonds
General.
The following description sets forth
certain general terms and provisions of the first mortgage bonds being registered by PSNH (PSNH Bonds). The description does not purport to be complete and is subject to, and qualified in its entirety by, all of the provisions of the PSNH Indenture
(as defined below), which is incorporated herein by reference and is an exhibit to the Registration Statement of which this prospectus is a part. The particular terms of the PSNH Bonds offered by any prospectus supplement and the extent, if any, to
which such general provisions may apply to the PSNH Bonds so offered will be described therein. Capitalized terms not defined herein have the meanings given to them in the PSNH Indenture. If there is any inconsistency between the information in this
prospectus and the prospectus supplement, you should rely on the information in the prospectus supplement.
The PSNH Bonds
will be issued under a first mortgage indenture dated as of August 15, 1978, as amended and supplemented (the PSNH Indenture), between us and U.S. Bank National Association, as successor trustee (the PSNH Bond Trustee).
The PSNH Indenture provides that the PSNH Bonds will be issued in one or more series.
Amendment and Restatement of the PSNH Indenture
The PSNH Indenture was amended and restated substantially in its entirety (the Restatement) on June 1, 2011 (the First Effective Date). Certain remaining changes in the Restatement require the
consent of the holders of 100% of the total principal amount of all PSNH Bonds then outstanding under the PSNH Indenture. As a result, these remaining changes will not become effective until we receive the required unanimous consent (the Second
Effective Date). We have already obtained the required approvals for the Restatement from the New Hampshire Public Utilities Commission (NHPUC).
Each holder of PSNH Bonds issued after 2007 (including any PSNH Bonds offered by any prospectus supplement and any PSNH Bonds offered by any future prospectus) solely by virtue of its acquisition of such
PSNH Bonds, including as an owner of a book-entry or other beneficial interest therein, will have consented, and will be deemed to have consented, without the need for any further action or consent by such holder, to the Restatement. As of
December 31, 2012, there were five series of PSNH Bonds outstanding that we have not asked to consent to the Restatement: $50 million of 5.25% First Mortgage Bonds, Series L, due 2014 and $50 million of 5.60% First Mortgage Bonds, Series
M, due October 5, 2035, each of which series is callable with make-whole redemption provisions; and three additional series of PSNH Bonds (2001 Series I, 2001 Series J and 2001 Series K) in an aggregate principal amount of approximately $287.5
million that mature on May 1, 2021, each of which series secures our obligations relating to a like principal amount of tax-exempt bonds that also mature on May 1, 2021. Such tax-exempt bonds are callable at various fixed redemption
prices, and redemption of these tax-exempt bonds would result in the concurrent redemption of the Series I, Series J and Series K PSNH Bonds, as the case may be. We have no present plans to redeem any of such bonds. Accordingly, we expect that the
Second Effective Date will occur no earlier than the date on which the last series of these PSNH Bonds matures in 2035.
Set
forth below is a summary description of the material provisions of the PSNH Indenture, including the material changes effected on the First Effective Date and those provisions that will become effective on the Second Effective Date.
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THERE ARE MATERIAL DIFFERENCES BETWEEN THE PSNH INDENTURE NOW IN EFFECT AND AS IT WILL BE IN
EFFECT ON THE SECOND EFFECTIVE DATE. YOU ARE ADVISED TO READ CAREFULLY THE SUMMARY BELOW TO UNDERSTAND THE CHANGES THAT WILL BECOME EFFECTIVE ON THE SECOND EFFECTIVE DATE. THE SUMMARY DESCRIPTION OF THE PSNH INDENTURE DOES NOT PURPORT TO BE COMPLETE
OR TO COVER ALL OF THE PROVISIONS THEREOF. COPIES OF THE PSNH INDENTURE, INCLUDING THE PROVISIONS THAT WILL BECOME EFFECTIVE ON THE SECOND EFFECTIVE DATE, ARE AVAILABLE FROM US AND REFERENCE IS MADE TO THE PSNH INDENTURE, INCLUDING THE CHANGES THAT
WILL BECOME EFFECTIVE ON THE SECOND EFFECTIVE DATE. FOR A COMPLETE STATEMENT OF THE APPLICABLE PROVISIONS, THE PSNH INDENTURE, INCLUDING THE CHANGES THAT WILL BECOME EFFECTIVE ON THE SECOND EFFECTIVE DATE, IS INCLUDED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.
General Terms of the PSNH Bonds. The PSNH Bonds may be issued at
various times and may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of PSNH Bonds will specify:
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the designation and aggregate principal amount of such PSNH Bonds;
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the date or dates on which such PSNH Bonds will mature;
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the interest rate or rates, or method of calculation of such rate or rates, on such PSNH Bonds, and the date from which such interest shall accrue;
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the dates on which such interest will be payable or method by which such dates are to be determined;
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the record dates for payments of interest;
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any redemption or sinking fund terms;
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, such PSNH Bonds may be repaid, in whole or
in part, at our option;
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the place or places, if any, in addition to or in the place of our office or the office of the PSNH Bond Trustee, where the principal of (and premium,
if any) and interest, if any, on such PSNH Bonds shall be payable and where notices to PSNH shall be sent; and
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other specific terms applicable to such PSNH Bonds.
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Unless otherwise indicated in the applicable prospectus supplement, the PSNH Bonds will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof.
Security.
The PSNH Indenture constitutes a first mortgage lien (subject to permitted liens under the PSNH Indenture)
on substantially all of our property and franchises, including our generating stations and our transmission and distribution facilities. The PSNH Indenture also permits after-acquired property to be subject to liens prior to that of the PSNH
Indenture. The security afforded by the PSNH Indenture is for the equal and ratable protection of all of the presently outstanding PSNH Bonds and any PSNH Bonds that we may issue in the future under the PSNH Indenture. The Restatement continued the
existing first mortgage lien of the PSNH Indenture, but expanded both the types of property excepted from the lien and the types of permitted liens. We believe that these changes will not have a material effect on the security afforded by the
mortgage lien on the property subject to the lien.
In addition, the Restatement permits us to issue certain debt, other than
PSNH Bonds, secured by liens on the mortgaged property ranking equal with or prior to the lien of the PSNH Indenture. Until the Second Effective Date, however, such equal or prior liens will not be permitted on any material portion of the mortgaged
property. Such equal or prior liens will be permitted on a material portion of the mortgaged property commencing on the Second Effective Date. We believe that this change will not have a material effect on the security provided by the PSNH Indenture
because we may only issue such equal or prior secured debt in an aggregate principal amount of
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up to 3% of the sum of (1) the lesser of the depreciated cost or fair market value of our property then subject to the lien of the PSNH Indenture, plus (2) certain cash then on deposit
with the PSNH Trustee, and then only if we would otherwise be permitted under the terms of the PSNH Indenture to issue $1.00 of additional PSNH Bonds. This issuance requirement would not apply to our assumption of debt secured by an existing lien
(or a lien created concurrently) on property we acquire after the First Effective Date, and there is no limit on the amount of equal or prior secured debt that we could assume. However, after the First Effective Date, the Issuance Test for New PSNH
Bonds, in effect, counts outstanding equal or prior secured debt against our ability to issue additional PSNH Bonds.
Issuance Test for New PSNH Bonds
. The PSNH Indenture permits the issuance of new PSNH Bonds under the PSNH Indenture in an
unlimited amount so long as, after giving effect to such issue, the aggregate amount of all outstanding PSNH Bonds and secured debt (generally, debt secured by a lien equal with or prior to the lien of the PSNH Indenture) does not exceed
75% of the sum of (1) the lesser of the depreciated cost or fair market value of our property then subject to the lien of the PSNH Indenture plus (2) certain cash then on deposit with the PSNH Trustee, in each case calculated as of the
most recent balance sheet date.
Redemption provisions
. Under the PSNH Indenture, unless otherwise provided in the
supplemental indenture under which a series of PSNH Bonds is issued, each series of PSNH Bonds is redeemable at our option, as a whole or in part, at any time upon prior written notice given by mail as provided in the PSNH Indenture, at redemption
prices set forth in the applicable supplemental indenture with respect to such series, together in each case with accrued and unpaid interest to the redemption date. The Restatement did not affect these redemption provisions.
Replacement Fund
. The PSNH Indenture does not contain a replacement fund requirement.
Withdrawal or Application of Cash.
Cash deposited with the PSNH Trustee can be applied or withdrawn by us at any time so long
as there is no default under the PSNH Indenture and so long as, after giving effect to such withdrawal, we could then issue at least $1.00 of additional PSNH Bonds under the test for the issuance of additional PSNH Bonds (described above under
Issuance Test for New PSNH Bonds
).
Release of Property.
Property may be released upon
compliance with the same requirements applicable to the withdrawal of cash deposited with the PSNH Bond Trustee described above under
Withdrawal or Application of Cash
. The PSNH Indenture also permits dispositions of certain
obsolete property and grants or surrender of certain rights without any release or consent by the PSNH Bond Trustee. If we retain any interest in any property released from the lien of the PSNH Indenture, the PSNH Indenture will not constitute a
lien on such property or such interest therein or any improvements, extensions or additions to such property or renewals, replacements or substitutions of or for such property or any part or parts thereof.
Events of default
. The following events constitute events of default under the PSNH Indenture: (i) the failure to pay
principal; (ii) the failure to pay interest for 30 days; (iii) the failure to perform any of the other PSNH Indenture covenants for 90 days after notice to us; (iv) certain events of bankruptcy, insolvency or receivership,
and (v) any other event or occurrence specified as an event of default in the terms of a particular series of PSNH Bonds.
The Restatement will modify the above-described event of default provisions by increasing from 30 days to 90 days the grace
period for any failure to pay interest described in clause (ii), commencing on the Second Effective Date.
The PSNH Indenture
provides that, if any event of default exists, the PSNH Trustee or the holders of a majority in principal amount of the PSNH Bonds outstanding may declare the principal of all of the PSNH Bonds then outstanding to be immediately due and payable.
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Modification of the PSNH Indenture without consent of holders
. Under the PSNH
Indenture, without the consent of the holders of PSNH Bonds, we may supplement or amend the PSNH Indenture to, among other things, convey additional property, add to our covenants and agreements, evidence a successor to us, correct any defective or
ambiguous provision in the PSNH Indenture, provide for the issue of PSNH Bonds of any series, comply with the rules and regulations of any securities exchange on which any of the PSNH Bonds may be listed, reflect accounting changes as appropriate to
conform with generally accepted accounting principles, or modify, amend, or supplement the PSNH Indenture or any supplemental indenture to permit qualification under the Trust Indenture Act of 1939. In addition, the PSNH Indenture may be
modified without the consent of holders of PSNH Bonds to (i) add any additional events of default, (ii) provide for the procedures required to permit us to utilize, at our option, a non-certificated system of registration for all or any
series of PSNH Bonds, and (iii) amend and restate the PSNH Indenture, in its entirety, with additions, deletions and other changes that will not adversely affect the interests of the holders of the PSNH Bonds in any material respect.
Modification of the PSNH Indenture with consent of holders
. With the consent of the holders of not less than a
majority in aggregate principal amount of the PSNH Bonds at the time outstanding (or in case one or more, but less than all, of the series of PSNH Bonds then outstanding would be materially adversely affected, with the consent of not less than a
majority in aggregate principal amount of the PSNH Bonds of each series then outstanding which would be materially adversely affected by the action proposed to be taken), we may supplement the PSNH Indenture for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the PSNH Indenture or of any supplemental indenture. However, no such supplemental indenture may (i) change the dates for or permit the extension of time or times of payment
of principal, interest or premium or the reduction in the principal amount or the rate of interest or otherwise affect the terms of payment in respect of the PSNH Bonds unless all affected holders of PSNH Bonds consent, (ii) reduce the
percentage of principal amount of PSNH Bonds, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all PSNH Bonds outstanding, or (iii) deprive the holder of any PSNH Bond
outstanding of the lien of the PSNH Indenture on any material part of the trust estate without the express consent of the holder of each PSNH Bond affected thereby (except that modifications that release the lien of the PSNH Indenture on mortgaged
property if the lesser of the aggregate cost or aggregate fair value of the mortgaged property to be released and previously released without consent of the holders of PSNH Bonds would not be more than 10% of the lesser of the aggregate cost or
aggregate fair value of the mortgaged property as of the end of 2011, the calendar year in which the First Effective Date occurred, may be made without consent of the holders of PSNH Bonds).
Concerning the PSNH Trustee.
An affiliate of the PSNH Trustee is a lending party to two of our system revolving credit
facilities with total commitment amounts under the facilities of approximately $69.1 million and $27.0 million, respectively.
WESTERN
MASSACHUSETTS ELECTRIC COMPANY
The WMECO Senior Notes
General.
The following description sets forth certain general terms and provisions of the senior unsecured notes being registered by WMECO (WMECO Notes). The description does not purport to be
complete and is subject to, and qualified in its entirety by, all of the provisions of the WMECO Note Indenture, which is incorporated herein by reference and is an exhibit to the Registration Statement of which this prospectus is a part. The
particular terms of the WMECO Notes offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the WMECO Notes so offered will be described therein. References to section numbers under this caption are
references to the section numbers of the WMECO Note Indenture. Capitalized terms not defined herein have the meanings given to them in the WMECO Note Indenture. If there is any inconsistency between the information in this prospectus and the
prospectus supplement, you should rely on the information in the prospectus supplement.
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The WMECO Notes will be issued under a supplemental indenture or indentures to our indenture
(the WMECO Note Indenture), between us and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A., as successor trustee (the WMECO Note Trustee), dated as of September 1, 2003, as amended and
supplemented. You may contact them at their Corporate Trust Administration Office at 525 William Penn Place, 38th Floor, Pittsburgh, Pennsylvania 15259, telephone (412) 236-1201.
The WMECO Notes will be our senior unsecured debt securities and will rank equally with all of our other unsecured and unsubordinated
debt. There is no requirement under the WMECO Note Indenture that future issues of our debt securities be issued under the WMECO Note Indenture, and we will be free to use other indentures or documentation, containing provisions different from those
included in the WMECO Note Indenture or applicable to one or more issues of WMECO Notes, in connection with future issues of such other debt securities.
The WMECO Note Indenture does not limit the aggregate principal amount of the WMECO Notes that may be issued thereunder. The WMECO Note Indenture provides that the WMECO Notes will be issued in one or
more series as notes or debentures. The WMECO Notes may be issued at various times and may have differing maturity dates and may bear interest at differing rates. The prospectus supplement applicable to each issue of WMECO Notes will specify:
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the designation and aggregate principal amount of such WMECO Notes;
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the date or dates on which such WMECO Notes will mature;
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the interest rate or rates, or method of calculation of such rate or rates, on such WMECO Notes, and the date from which such interest shall accrue;
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the dates on which such interest will be payable or method by which such dates are to be determined;
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the record dates for payments of interest;
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, such WMECO Notes may be repaid, in whole or
in part, at our option;
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the place or places, if any, in addition to or in the place of our office or the office of the Senior Note Trustee, where the principal of (and
premium, if any) and interest, if any, on such WMECO Notes shall be payable and where notices to WMECO shall be sent; and
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other specific terms applicable to such WMECO Notes. (Section 301)
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Unless otherwise indicated in the applicable prospectus supplement, the WMECO Notes will be denominated in United States currency in
minimum denominations of $1,000 and integral multiples thereof. (Section 301)
Unless otherwise indicated in the
applicable prospectus supplement or as below described under Limitation on Liens and Sale and Leaseback Transactions, there are no provisions in the WMECO Note Indenture or the WMECO Notes that require us to redeem, or permit
the holders of the WMECO Notes to cause a redemption of, the WMECO Notes or that otherwise protect the holders of the WMECO Notes in the event that we incur substantial additional indebtedness, whether or not in connection with a change in control
of us.
Our ability to meet our obligations under the WMECO Notes is dependent on our earnings and cash flows. Unless
otherwise specified in a prospectus supplement, the Supplemental Indentures will not limit the amount of indebtedness or preferred stock we may issue.
Registration, Transfer, Exchange and Form.
WMECO Notes of any series may be exchanged for other WMECO Notes of the same series of any authorized denominations and of a like aggregate principal
amount and tenor. (Section 305)
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Unless otherwise indicated in the applicable prospectus supplement, WMECO Notes may be
presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer) at the office or agency maintained for such purpose with respect to any series of WMECO Notes and referred to in the applicable
prospectus supplement, without service charge and upon payment of any taxes and other governmental charges as described in the WMECO Note Indenture. (Section 305)
In the event of any redemption of WMECO Notes of any series, we will not be required to exchange, or register the transfer of, any WMECO Notes of such series selected, called or being called for
redemption except, in the case of any WMECO Note to be redeemed in part, the portion thereof not to be so redeemed. (Section 305)
Paying Agents.
We will maintain an office or agency where WMECO Notes may be presented or surrendered for payment. We will give prompt written notice to the WMECO Note Trustee of the location,
and any change in the location, of such office or agency. If at any time we shall fail to maintain any such required office or agency or shall fail to furnish the WMECO Note Trustee with the address thereof, such presentations and surrenders may be
made or served at the corporate trust office of the WMECO Note Trustee, and, in such event, the WMECO Note Trustee shall act as our agent to receive all such presentations and surrenders. (Section 1002)
All monies paid by us to a paying agent for the payment of principal of, interest or premium, if any, on any WMECO Note which remains
unclaimed at the end of two years after any such principal, interest or premium shall have become due and payable will be repaid to us at our request and the Holder of such WMECO Note will thereafter look only to us for payment thereof as an
unsecured general creditor. (Section 1003)
Consolidation, Merger, Conveyance, Sale or Transfer.
Nothing
contained in the WMECO Note Indenture prevents us from consolidating with or merging into another corporation or conveying, selling or otherwise transferring our properties and assets substantially as an entirety to any Person, provided that:
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the corporation formed by such consolidation or into which we are merged or the Person which acquires by conveyance, sale or transfer our properties
and assets substantially as an entirety is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes by an indenture supplemental thereto, executed and
delivered to the Senior Note Trustee, in form satisfactory to the WMECO Note Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the WMECO Notes and the performance of every covenant of the
WMECO Note Indenture on our part to be performed or observed; and
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immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an
Event of Default, shall have occurred and be continuing.
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We shall also be required to deliver to the WMECO
Note Trustee certificates and opinions stating that such consolidation, merger, conveyance, sale or transfer comply with the WMECO Note Indenture and all relevant conditions precedent have been satisfied. (Section 801)
Limitation on Liens.
Nothing contained in the WMECO Note Indenture or in the WMECO Notes in any way restricts or prevents us
from incurring any indebtedness; provided that if this covenant is made applicable to the WMECO Notes of any particular series, we will not issue, assume or guarantee (including any contingent obligation to purchase) or permit to exist any notes,
bonds, debentures or other evidences of indebtedness for money borrowed (Debt) secured by a mortgage, lien, pledge, security interest or other encumbrance (Lien) upon any of our property, without effectively providing that the outstanding WMECO
Notes of such series (together with, if we so determine, any other indebtedness or obligation then existing or thereafter created ranking equally with the WMECO Notes of such series) shall be secured equally and ratably with (or prior to) such Debt
so long as such Debt shall be so secured (provided that for purposes of providing such equal and ratable security, the
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principal amount of outstanding WMECO Notes of any series will be such portion of the principal amount as may be specified in the terms of such series). This restriction will not, however, apply
to:
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Liens in existence on the date of the original issue of the WMECO Notes to which this restriction is made applicable;
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Liens created solely for the purpose of securing Debt incurred to finance, refinance or refund the purchase price or cost (including the cost of
construction) of property acquired after the date of the Senior Note Indenture (by purchase, construction or otherwise), or Liens in favor of guarantors of obligations or Debt representing, or incurred to finance, refinance or refund, such purchase
price or cost, provided that no such Lien shall extend to or cover any property other than the property so acquired and improvements thereon and provided further that such Liens are created no later than 24 months after the purchase or
construction;
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Liens on any property or assets acquired from a corporation which is merged with or into us, which Liens are not created as a result of or in
connection with or in anticipation of any such merger (unless such Liens were created to secure or provide for the payment of any part of the purchase price of such corporation);
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Any Lien on any property or assets existing at the time of acquisition thereof and which is not created as a result of or in connection with or in
anticipation of such acquisition (unless such Lien was created to secure or provide for the payment of any part of the purchase price of such property or assets); or
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Any extension, renewal or replacement of any Lien referred to in the foregoing clauses, provided that the principal amount of Debt so secured thereby
shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement Lien shall be limited to all or part of substantially the same property which secured the
Lien extended, renewed or replaced (plus improvements on such property).
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Notwithstanding the foregoing, we
may issue or assume Debt secured by Liens which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which does not at the time of issuance or assumption exceed 10% of the principal amount of the WMECO Notes then
outstanding. (Section 1007)
Sale and Leaseback Transactions.
If this covenant is made applicable to the
WMECO Notes of any series, we will not enter into any Sale and Leaseback Transaction unless either:
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we would be entitled, pursuant to the Limitation on Liens covenant above, to create Debt secured by a Lien on the property to be leased
back in an amount equal to the Attributable Value of such Sale and Leaseback Transaction without the WMECO Notes being effectively secured equally and ratably with (or prior to) that Debt; or
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we, within 270 days after the sale or transfer of the relevant assets shall have been made, apply, in the case of a sale or transfer for cash, an
amount equal to the net proceeds from the sale or, in the case of a sale or transfer otherwise than for cash, an amount equal to the fair market value of the property so leased (as determined by any two of our Directors) to:
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the retirement of our long-term indebtedness ranking prior to or on a parity with the WMECO Notes or
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the investment in any property used in the ordinary course of our business.
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Attributable Value means, as to any particular lease under which we are at any time liable as lessee and at any date as of
which the amount thereof is to be determined, the amount equal to the greater of (i) the net proceeds from the sale or transfer of the property leased pursuant to the Sale and Leaseback Transaction or (ii) the net book value of the
property, as determined by us in accordance with generally accepted accounting principles at the time of entering into the Sale and Leaseback Transaction, in either case multiplied by a fraction, the numerator of which shall be equal to the number
of full years of the term of the lease that is part of the Sale
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and Leaseback Transaction remaining at the time of determination and the denominator of which shall be equal to the number of full years of the term, without regard, in any case, to any renewal
or extension options contained in the lease.
Sale and Leaseback Transaction means any transaction or series of
related transactions relating to property now owned or hereafter acquired by us whereby we transfer the property to a person and we lease it from that person for a period, including renewals, in excess of 36 months. (Section 1012)
Modification of the WMECO Note Indenture.
The WMECO Note Indenture contains provisions permitting us and the
WMECO Note Trustee, with the consent of the holders of a majority in principal amount of the outstanding WMECO Notes, of all series affected by the modification (voting as one class), to modify the WMECO Note Indenture or any supplemental indenture
or the rights of the holders of the WMECO Notes of such series; provided that no such modification shall without the consent of the holders of each outstanding WMECO Note affected thereby:
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change the date upon which the principal of or the interest on any WMECO Note is due and payable;
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reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof;
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change any place of payment where, or the currency in which, any WMECO Note or any premium or the interest thereon is payable;
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impair the right to institute suit for the enforcement of any payment on or after the date such payment is due (or, in the case of redemption, on or
after the date fixed for such redemption);
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reduce the aforesaid percentage of WMECO Notes, the consent of the holders of which is required for any modification of the applicable supplemental
indenture or for waiver by the holders of certain of their rights; or
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modify certain provisions of the WMECO Note Indenture. (Section 902)
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The WMECO Note Indenture also contains provisions permitting us and the WMECO Note Trustee to amend the WMECO Note Indenture in certain
circumstances without the consent of the holders of any WMECO Notes to evidence the succession of another person to us, the replacement of the WMECO Note Trustee and for certain other purposes, including to cure any ambiguity or defect, or correct
any inconsistency, in the WMECO Note Indenture, or to add or change any other provisions with respect to matters or questions arising under the WMECO Note Indenture or the WMECO Notes, provided such changes or additions shall not adversely affect
the interests of the holders of any series of the WMECO Notes in any material respect, or involve a change requiring the consent of the holders of the WMECO Notes described in the preceding paragraph. (Section 901)
Events of Default.
An Event of Default with respect to the WMECO Notes is defined in the WMECO Note Indenture as being:
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failure to pay any interest on the WMECO Notes and continuance of such failure for 30 days;
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failure to pay the principal (or premium, if any), including the payment of principal (or premium, if any) when due pursuant to any redemption
provision of the WMECO Notes and continuance of such failure for three days;
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failure to pay any sinking fund installment, if any, pursuant to the terms of the WMECO Notes, and continuance of such failure for a period of three
days;
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default in the performance, or breach, of any covenant or warranty of ours in the WMECO Note Indenture (other than certain covenants or warranties a
default in whose performance or whose breach is specifically dealt with elsewhere in the WMECO Note Indenture or which has been expressly included in the WMECO Note Indenture solely for the benefit of any series of WMECO Notes other than that
series) and continuance of such default or breach for a period of 90 days after written notice is
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given to us by the WMECO Note Trustee or to us and the WMECO Note Trustee by the holders of 33% or more in aggregate principal amount of the outstanding WMECO Notes; and
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certain events of bankruptcy, insolvency, reorganization, receivership or liquidation involving us. (Section 501)
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We will be required to file with the WMECO Note Trustee annually an officers certificate as to the existence or absence of default
in performance of certain covenants in the WMECO Note Indenture. (Section 1008) The WMECO Note Indenture provides that the WMECO Note Trustee may withhold notice to the holders of the WMECO Notes of any default (except in payment of principal
of (or premium, if any), or interest, if any, on, the WMECO Notes or in the payment of any sinking fund installment with respect to the WMECO Notes) if the WMECO Note Trustee in good faith determines that it is in the interest of the holders of the
WMECO Notes to do so. (Section 602) The WMECO Note Indenture provides that, if an Event of Default due to the default in payment of principal of (or premium, if any) or interest on the WMECO Notes or in the payment of any sinking fund
installment with respect to the WMECO Notes, or due to the default in the performance or breach of any covenant or warranty in the WMECO Note Indenture by us shall have happened and be continuing, either the WMECO Note Trustee or the holders of 33%
or more in aggregate principal amount of the outstanding WMECO Notes may declare the principal amount of all the WMECO Notes to be due and payable immediately, but if we shall cure all defaults and certain other conditions are met, such declaration
may be annulled and past defaults may be waived by the holders of a majority in aggregate principal amount of the WMECO Notes. If an Event of Default due to certain events of bankruptcy, insolvency or reorganization has occurred and is continuing,
the principal amount of all the WMECO Notes shall be immediately due and payable, without any act of either the WMECO Note Trustee or the holders. (Sections 502 and 513)
Subject to the provisions of the WMECO Note Indenture relating to the duties of the WMECO Note Trustee, the WMECO Note Trustee will be under no obligation to exercise any of its rights or powers under the
WMECO Note Indenture at the request or direction of any of the holders of the WMECO Notes, unless such holders shall have offered to the WMECO Note Trustee reasonable indemnity. (Section 603)
Subject to such provision for indemnification, the holders of a majority in principal amount of the WMECO Notes will have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the WMECO Note Trustee, or exercising any trust or power conferred on the WMECO Note Trustee with respect to the WMECO Notes, provided, however, that if an
Event of Default shall have occurred and be continuing with respect to less than all of the series of WMECO Notes, the holders of a majority in aggregate principal amount of the WMECO Notes of all such series, considered as one class, shall have the
right to make such direction, and provided that the WMECO Note Trustee shall have the right to decline to follow any such direction if the WMECO Note Trustee shall determine that the action so directed conflicts with any law or the provisions of the
WMECO Note Indenture or if the WMECO Note Trustee shall determine that such action would subject the WMECO Note Trustee to personal liability or expense for which reasonable indemnity has not been provided. (Section 512)
Defeasance.
We, at our option, (a) will be Discharged from any and all obligations in respect of the WMECO Notes (except
for certain obligations to register the transfer or exchange of WMECO Notes, replace destroyed, stolen, lost or mutilated WMECO Notes, maintain paying agencies and hold moneys for payment in trust) or (b) need not comply with certain covenants
of the WMECO Note Indenture described under Consolidation, Merger, Conveyance, Sale or Transfer and Limitation of Liens or to certain covenants relating to corporate existence and maintenance of properties and
insurance, in each case, if:
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we irrevocably deposit with the WMECO Note Trustee, in trust, (a) money or (b) in certain cases,
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U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide money;
or
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a combination thereof, in each case sufficient to pay and discharge
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the principal of (and premium, if any) and each installment of principal (and premium, if any) and interest, if any, on the outstanding WMECO Notes on
the dates such payments are due, in accordance with the terms of the WMECO Notes, or to and including the redemption date irrevocably designated by us
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no Event of Default or event which with notice or lapse of time would become an Event of Default shall have occurred and be continuing on the date of
such deposit;
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we deliver to the WMECO Note Trustee an opinion of counsel to the effect
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that the holders of the WMECO Notes will not recognize income, gain, loss or expense for Federal income tax purposes as a result of such deposit and
defeasance of certain obligations; this condition, however, shall not apply if (i) WMECO shall have irrevocably designated a Redemption Date, (ii) such Redemption Date is no more than 60 days after the date of the deposit referred to above
and (iii) we comply with the remaining conditions; and
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that the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; and
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we have delivered to the WMECO Note Trustee an officers certificate and an opinion of counsel, each stating that all conditions precedent
provided for in the WMECO Note Indenture relating to the satisfaction and discharge of the WMECO Notes have been complied with. (Sections 403 and 1009)
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Discharged means, with respect to the WMECO Notes of any series, the discharge of the entire indebtedness represented by, and obligations of ours under, the WMECO Notes of such series and in the
satisfaction of all the obligations of ours under the WMECO Note Indenture relating to the WMECO Notes of such series, except:
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the rights of holders of the WMECO Notes of such series to receive, from the trust fund established pursuant to the WMECO Note Indenture, payment of
the principal of and interest and premium, if any, on the WMECO Notes of such series when such payments are due;
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our obligations with respect to the WMECO Notes of such series with respect to registration, transfer, exchange and maintenance of a place of payment;
and
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the rights, powers, trusts, duties, protections and immunities of the Senior Note Trustee under the WMECO Note Indenture. (Section 101)
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U.S. Government Obligations means direct obligations of the United States for the payment of which its full
faith and credit is pledged, or obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States and the payment of which is unconditionally guaranteed by the United States, and shall also
include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the
account of a holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment of interest on or principal of the U.S. Government Obligation evidenced by such depository receipt. (Section 101)
Resignation or Removal of Senior Note Trustee.
The WMECO Note Trustee may resign at any time upon written notice to us, and
such resignation will take effect immediately upon the appointment of a successor WMECO Note Trustee. (Sections 610 and 611)
The WMECO Note Trustee may be removed at any time by an instrument or concurrent instruments in writing delivered to the WMECO Note
Trustee and us and signed by the holders, or their attorneys-in-fact, of at least a majority in principal amount of the then outstanding WMECO Notes. In addition, under certain circumstances, we may remove the WMECO Note Trustee upon notice to the
Holder of each WMECO Note outstanding and the WMECO Note Trustee, and appointment of a successor WMECO Note Trustee. (Section 610)
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No Recourse Against Others.
The WMECO Note Indenture provides that no recourse
for the payment of the principal of or any premium or interest on any WMECO Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of ours, contained in the WMECO
Note Indenture or in any supplemental indenture, or in any WMECO Note, or because of the creation of any indebtedness represented thereby, will be had against any trustee, incorporator, stockholder, officer or director, as such, past, present or
future, of ours or any successor corporation, either directly or through us 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; it being
expressly understood that all such liability is expressly waived and released as a condition of, and in consideration for, the execution of the WMECO Note Indenture and the issuance of the WMECO Notes. (Section 114) Such waiver may not be
effective to waive liabilities under the Federal securities laws and we understand that it is the view of the Commission that such a waiver is against public policy.
Concerning the WMECO Note Trustee.
The WMECO Note Trustee under the WMECO Note Indenture, and affiliates of the WMECO Note Trustee, are also trustees under other indentures and trust
agreements of affiliates of ours. In addition, an affiliate of the WMECO Note Trustee is a lending party to two of our system revolving credit facilities with total commitment amounts under each facility of approximately $69.1 million and
$27.0 million.
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BOOK-ENTRY; DELIVERY AND FORM; GLOBAL SECURITIES
Unless otherwise specified in the applicable prospectus supplement, the debt securities being registered by this Registration Statement
will be issued in the form of one or more global debt securities, in definitive, fully registered form without interest coupons, each of which we refer to as a global security. Each such global security will be deposited with the trustee
as custodian for The Depository Trust Company, or DTC, and registered in the name of a nominee of DTC in New York, New York for the accounts of participants in DTC.
Investors may hold their interests in a global security directly through DTC if they are DTC participants, or indirectly through organizations that are DTC participants. Except in the limited
circumstances described below, holders of debt securities represented by interests in a global security will not be entitled to receive their debt securities in fully registered certificated form.
DTC has advised as follows: DTC is a limited-purpose trust company organized under New York Banking Law, a banking
organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities of institutions that have accounts with DTC (participants) and to facilitate the clearance and settlement of securities transactions among its
participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTCs participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTCs book-entry system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.
Ownership of Beneficial Interests
Upon the issuance of each global security, DTC will credit, on its book-entry registration and transfer system, the respective principal amount of the individual beneficial interests represented by the
global security to the accounts of participants. Ownership of beneficial interests in each global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in each global
security will be shown on, and the transfer of those ownership interests will be effected only through, records maintained by DTC (with respect to participants interests) and such participants (with respect to the owners of beneficial
interests in the global security other than participants).
So long as DTC or its nominee is the registered holder and owner
of a global security, DTC or such nominee, as the case may be, will be considered the sole legal owner of the debt security represented by the global security for all purposes under the indenture, the debt securities and applicable law. Except as
set forth below, owners of beneficial interests in a global security will not be entitled to receive certificated debt securities and will not be considered to be the owners or holders of any debt securities represented by the global security. We
understand that under existing industry practice, in the event an owner of a beneficial interest in a global security desires to take any actions that DTC, as the holder of the global security, is entitled to take, DTC would authorize the
participants to take such action, and that participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. No beneficial owner
of an interest in a global security will be able to transfer such interest except in accordance with DTCs applicable procedures, in addition to those provided for under the indenture. Because DTC can only act on behalf of participants, who in
turn act on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be
impaired by the lack of a physical certificate representing that interest.
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All payments on the debt securities represented by a global security registered in the name
of and held by DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner and holder of the global security.
We expect that DTC or its nominee, upon receipt of any payment of principal, premium, if any, or interest in respect of a global security, will credit participants accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants to owners of beneficial interests in the global
security held through such participants will be governed by standing instructions and customary practices as is now the case with securities held for accounts for customers registered in the names of nominees for such customers. These payments,
however, will be the responsibility of such participants and indirect participants, and neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in any global security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests or for any other aspect of the relationship between DTC and its participants or the
relationship between such participants and the owners of beneficial interests in the global security.
Unless and until it is
exchanged in whole or in part for certificated debt securities, each global security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC. Transfers between participants in DTC
will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.
We expect that DTC
will take any action permitted to be taken by a holder of debt securities only at the direction of one or more participants to whose account the DTC interests in a global security are credited and only in respect of such portion of the aggregate
principal amount of the debt securities as to which such participant or participants has or have given such direction. However, if there is an event of default under the debt securities, DTC will exchange each global security for certificated debt
securities, which it will distribute to its participants.
Although we expect that DTC will agree to the foregoing procedures
in order to facilitate transfers of interests in each global security among participants of DTC, DTC is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of we, the
underwriters or the trustee will have any responsibility for the performance or nonperformance by DTC or its participants or indirect participants of their respective obligations under the rules and procedures governing their operations.
The indenture provides that the global securities will be exchanged for debt securities in certificated form of like tenor and of an
equal principal amount, in authorized denominations in the following limited circumstances:
(1) DTC notifies us that it is
unwilling or unable to continue as depository or if DTC ceases to be eligible under the indenture and we do not appoint a successor depository within 90 days;
(2) we determine that the debt securities will no longer be represented by global securities and execute and deliver to the trustee an order to such effect; or
(3) an event of default with respect to the debt securities will have occurred and be continuing.
These certificated debt securities will be registered in such name or names as DTC will instruct the trustee. It is expected that such
instructions may be based upon directions received by DTC from participants with respect to ownership of beneficial interests in global securities.
The information in this section of this prospectus concerning DTC and DTCs book-entry system has been obtained from sources that we believe to be reliable, but we do not take responsibility for this
information.
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LEGAL OPINIONS
Unless otherwise noted in the applicable prospectus supplement, legal opinions relating to the validity of the securities will be given
by Richard J. Morrison, Secretary of Northeast Utilities Service Company, a service company affiliate of ours. We currently anticipate that Choate Hall & Stewart LLP, Boston, Massachusetts, will pass on certain matters with respect to the
securities registered for any underwriters, agents or dealers.
EXPERTS
The consolidated financial statements and the related financial statement schedules, incorporated in this prospectus by reference from
the Northeast Utilities Annual Report on Form 10-K for the year ended December 31, 2012, and the effectiveness of Northeast Utilities and subsidiaries internal control over financial reporting have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their report (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the acquisition of NSTAR and its subsidiaries on April 10,
2012), which is incorporated herein by reference. Such consolidated financial statements and financial statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and
auditing.
The consolidated financial statements and the related consolidated financial statement schedule, incorporated in
this prospectus by reference from The Connecticut Light and Power Company Annual Report on Form 10-K for the year ended December 31, 2012, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as
stated in their report, which is incorporated herein by reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
The consolidated financial statements and the related consolidated financial statement
schedule, incorporated in this prospectus by reference from the NSTAR Electric Company Annual Report on Form 10-K as of and for the year ended December 31, 2012, have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The consolidated financial statements of NSTAR Electric
Company as of December 31, 2011 and for each of the two years in the period ended December 31, 2011 incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2012 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements and the related consolidated financial statement schedule, incorporated in this prospectus by
reference from the Public Service Company of New Hampshire Annual Report on Form 10-K for the year ended December 31, 2012, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in
their report, which is incorporated herein by reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
The consolidated financial statements and the related consolidated financial statement schedule,
incorporated in this prospectus by reference from the Western Massachusetts Electric Company Annual Report on Form 10-K for the year ended December 31, 2012, have been audited by Deloitte & Touche LLP, an independent registered public
accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and consolidated financial statement schedule have been so incorporated in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
36
$750,000,000
$300,000,000 Senior Notes, Series E, Due 2018
$450,000,000 Senior Notes, Series F, Due 2023
PROSPECTUS SUPPLEMENT
May 8, 2013
Joint
Book-Running Managers
BofA Merrill Lynch
Citigroup
Goldman, Sachs & Co.
J. P. Morgan
Mitsubishi UFJ Securities
Wells Fargo Securities
Senior Co-Managers
TD Securities
US Bancorp