Exhibit 4.3(A)


 


NU Exhibit 4.3
Form of Supplemental Indenture


 




 





NORTHEAST
UTILITIES


 


and


 


THE BANK OF
NEW YORK,


AS TRUSTEE


 


 


SUPPLEMENTAL
INDENTURE


 


Dated as of


 


Supplemental to the
Indenture, dated as of June 1, 2002


 


Senior Notes, Series     , Due




 





 

















 


SUPPLEMENTAL
INDENTURE, dated as of               ,
between NORTHEAST UTILITIES, a voluntary association duly organized and
existing under the laws of the Commonwealth of Massachusetts (the “Company”),
and THE BANK OF NEW YORK, a New York banking corporation organized and existing
under the laws of the State of New York, as Trustee under the Original
Indenture referred to below (the “Trustee”).


 


RECITALS OF
THE COMPANY


 


The Company has heretofore executed and delivered to
the Trustee an indenture dated as of April 1, 2002 (the “Original Indenture”),
to provide for the issuance from time to time of its debentures, notes or other
evidences of indebtedness (the “Senior Notes”), the form and terms of which are
to be established as set forth in Sections 201 and 301 of the Original
Indenture.


 


Section 901 of the Original Indenture provides,
among other things, that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, (a) the purpose
of establishing the form and terms of the Senior Notes of any series as
permitted in Sections 201 and 301 of the Original Indenture, and (b) changing
the provisions of the Original Indenture as they apply to any series created by
such supplemental indenture.


 


The Company has heretofore executed and delivered to
the Trustee the following Supplemental Indenture for the purpose of creating a
new series of bonds and amending the Original Indenture:


 




	
  Date

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


The Company desires to create an additional series
of the Senior Notes in an aggregate principal amount of up to
$            to be
designated the “Senior Notes, Series   ,
Due      ” (the “Notes”), and all action
on the part of the Company necessary to authorize the issuance of the Notes under
the Original Indenture and this Supplemental Indenture has been duly taken.


 


All acts and things necessary to make the Notes,
when executed by the Company and completed, authenticated and delivered by the
Trustee as provided in the Original Indenture and this  Supplemental Indenture, the valid and binding
obligations of the Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have been done and
performed.


 


NOW,
THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:


 

















 


That in consideration of the premises and of the
acceptance and purchase of the Notes by the Holders thereof and of the
acceptance of this trust by the Trustee, the Company covenants and agrees with
the Trustee, for the equal and ratable benefit of the Holders of the Notes, as
follows:


 


ARTICLE ONE


 


Definitions


 


The use of the terms and expressions herein is in
accordance with the definitions, uses and constructions contained in the
Original Indenture and form of the Notes attached hereto as Exhibit A.


 


ARTICLE TWO


 


Terms and Issuance of the
Senior Notes, Series   , Due 20


 


SECTION
201. Issue of Notes.


 


A series of Senior Notes which shall be designated
the “Senior Notes, Series  , Due 20  “ shall be executed, authenticated and
delivered from time to time in accordance with the provisions of, and shall in
all respects be subject to, the terms and conditions and covenants of, the
Original Indenture and this  Supplemental
Indenture (including the form of Global Security set forth in Exhibit A
hereto). The aggregate principal amount of the Notes which may be authenticated
and delivered under this Supplemental Indenture shall not, except as permitted
by the provisions of the Original Indenture, exceed $            .


 


SECTION
202. Form of Notes; Incorporation of Terms.


 


The Notes shall be in substantially the form set
forth in Exhibit A attached hereto. The terms of the Notes contained in such
form are hereby incorporated herein by reference and are made a part of this
Supplemental Indenture.


 


SECTION
203. Global Security; Depositary for Global Securities.


 


The Notes shall be issued initially in the form of a
Global Security. The Depositary for any Global Securities of the series of
which the Notes are a part shall be The Depository Trust Company, New York, New
York.


 


2

















 


SECTION
204. Restrictions on Liens.


 


The provisions of Section 1007 of the Original
Indenture shall be applicable to the Notes.


 


SECTION
205. Sale and Leaseback Transactions.


 


The provisions of Section 1012 of the Original
Indenture shall be applicable to the Notes.


 


SECTION
206. Place of Payment.


 


The Place of Payment in respect of the Notes shall
be at the Corporate Trust Office, which, at the date hereof, is located at 101
Barclay Street, New York, NY 10286, Attention: Corporate Trust Administration.


 


ARTICLE THREE


 


Miscellaneous


 


SECTION
301. Execution as Supplemental Indenture.


 


This 
Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this  Supplemental
Indenture forms a part thereof.


 


SECTION
302. Conflict with Trust Indenture Act.


 


If any provision hereof limits, qualifies or
conflicts with another provision hereof which is required to be included in
this  Supplemental Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.


 


SECTION
303. Effect of Headings.


 


The Article and Section headings herein are for convenience
only and shall not affect the construction hereof.


 


SECTION
304. Successors and Assigns.


 


All covenants and agreements by the Company in
this  Supplemental Indenture shall bind
its successors and assigns, whether so expressed or not.


 


SECTION
305. Separability Clause.


 


In case any provision in this  Supplemental Indenture or in the Notes shall
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION
306. Benefits of  Supplemental
Indenture.


 


Nothing in this 
Supplemental Indenture or in the Notes, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this  Supplemental Indenture.


 


3

















 


SECTION
307. Recitals.


 


The Trustee shall have no responsibility for the
recitals contained in this  Supplemental
Indenture, all of which shall be taken as the statements of the Company, or for
the validity or sufficiency of this 
Supplemental Indenture.


 


SECTION
308. Governing Law.


 


This 
Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York.


 


SECTION
309. Execution and Counterparts.


 


This 
Supplemental Indenture may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.


 


SECTION
310. Liability of Trustees and Shareholders.


 


The Declaration of Trust of the Company provides
that no shareholder of the Company shall be held to any liability whatever for
the payment of any sum of money, or for damages or otherwise under any
contract, obligation or undertaking made, entered into or issued by the
trustees of the Company or by any officer, agent or representative elected or
appointed by the trustees of the Company and no such contract, obligation or
undertaking shall be enforceable against the trustees of the Company or any of
them in their or his individual capacities or capacity and all such contracts,
obligations and undertakings shall be enforceable only against the trustees of
the Company as such, and every person, firm, association, trust and corporation
having any claim or demand arising out of any such contract, obligation or
undertaking shall look only to the trust estate of the Company for the payment
or satisfaction thereof.


 


IN WITNESS WHEREOF, the parties hereto have caused
this  Supplemental Indenture to be duly
executed, all as of the day and year first above written.


 


	
   

  	
   

  	
  NORTHEAST
  UTILITIES

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:  Vice
  President

  	
   

  
						



 


	
  STATE
  OF

  	
  )

  	
   

  
	
  CONNECTICUT

  	
  )

  	
   

  
	
   

  	
         ss.:

  	
   

  
	
  COUNTY
  OF

  	
  )

  	
   

  
	
  HARTFORD

  	
  )

  	
   

  



 


4

















 


On
the          day of     , 20 
, before me personally came                    to me known, who, being by me duly sworn, did
depose and say that he is the                   
 of Northeast Utilities, one of
the corporations described in and which executed for the foregoing instrument;
and that he signed his name thereto by authority of the Board of Trustees of said
corporation.


 


	
  STATE
  OF NEW YORK

  	
  )

  
	
   

  	
  )     ss.:

  
	
  COUNTY
  OF NEW YORK

  	
  )

  



 


On
the          day of              , 20  ,
before me personally came                , to me known, who, being by me duly sworn,
did depose and say that he/she is a             
of The Bank of New York Trust Company, N.A., a New York banking corporation,
one of the corporations described in and which executed the foregoing
instrument; and that he/she signed his/her name thereto by authority of the
Board of Directors of said corporation.


 


	
   

  	
   

  
	
   

  	
  Notary
  Public Information

  



 


5

















 


EXHIBIT A


 


[Form of
Face of Global Security]


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.


 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to Northeast Utilities or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


 


NORTHEAST
UTILITIES


 


SENIOR
NOTES, SERIES   , DUE 20


 


CUSIP
NO.


 


$                                     



 


No.
    


 


NORTHEAST UTILITIES, a voluntary association duly
organized and existing under the laws of the Commonwealth of Massachusetts (the
“Company” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of
                                        
($                        )
on       , 20  (the “Final Maturity”), and to pay interest
thereon from the date of original issuance of the Notes or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semiannually in arrears on         and          
 in each year, commencing            , 20, at the rate of
        % per annum, until the principal
hereof is paid or made available for payment.


 


The amount of interest payable for any period other
than a complete interest payment period will be computed on the basis of a
360-day year consisting of twelve thirty day months for the actual number of days
elapsed. In any case where any Interest Payment Date or Stated Maturity is not
a Business Day, then payment of principal and interest, if any, payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), in each
case with the same force and effect as if made on such date. A “Business Day”
shall mean any day, except a Saturday, a Sunday or a legal holiday in The City
of New York on which banking institutions are authorized or required by law,
regulation or executive order to close.


 


The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security is registered at the close of
business on the Regular Record Date for such interest, which shall be (1) the
Business Day next preceding such Interest Payment Date if this Security remains
in book-entry only form or (2) the 15th calendar day (whether or not a Business
Day) next preceding such Interest Payment Date if this Security does not remain


 

















 


in
book-entry only form. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such date and may either
be paid to the Person in whose name this Security is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.


 


Payment of the principal of and any interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided, however, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.


 


This Security has initially been issued in the form
of a Global Security, and the Company has initially designated The Depository
Trust Company, New York, New York (the “Depositary,” which term shall include
any successor depositary) as the Depositary for this Security. For as long as
this Security or any portion hereof is issued in such form, and notwithstanding
the previous paragraph, all payments of interest, principal and other amounts
in respect of this Security or portion thereof shall be made to the Depositary
or its nominee in accordance with its applicable policies and procedures, in
the coin or currency specified above and as further provided on the reverse
hereof.


 


Reference is hereby made to the further provisions
of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 

















 


[Form of Reverse of Global
Security]


 


NORTHEAST
UTILITIES


 


SENIOR
NOTES, SERIES , DUE 20


 


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of June 1, 2002 as
amended and supplemented from time to time (herein called the “Indenture”,
which term shall have the meaning assigned to it in such instrument), between
the Company and The Bank of New York, as Trustee (herein called the “Trustee”,
which term includes any successor trustee under Indenture), as to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders and of the
terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $        .
The provisions of this Security, together with the provisions of the Indenture,
shall govern the rights, obligations, duties and immunities of the Holder, the
Company and the Trustee with respect to this Security, provided that, if any
provision of this Security conflicts with any provision of the Indenture, the
provision of this Security shall be controlling to the fullest extent permitted
under the Indenture.


 


The Securities of this series are not subject to
redemption at the option of the Company for any reason prior to maturity.


 


The Securities of this series will not be subject to
any sinking fund.


 


If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


Interest payments with respect to this Security for
any period other than a complete interest payment period will be computed and
paid on the basis of a 360-day year consisting of twelve thirty day months for
the actual number of days elapsed.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of all series to be affected (voting
as one class). The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.


 


No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of and any interest on this Security at the time, place and rate, and
in the coin or currency, herein prescribed.


 

















 


This Security shall be exchangeable for Securities
registered in the names of Persons other than the Depositary with respect to
such series or its nominee only as provided in this paragraph. This Security
shall be so exchangeable if (x) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such series or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, (y) the Company executes and delivers to the Trustee an Officers’
Certificate providing that this Security shall be so exchangeable or (z) there
shall have occurred and be continuing an Event of Default with respect to the
Securities of the series of which this Security is a part. Securities so issued
in exchange for this Security shall be of the same series, having the same
interest rate, if any, and maturity and having the same terms as this Security,
in authorized denominations and in the aggregate having the same principal
amount as this Security and registered in such names as the Depositary for such
Global Security shall direct.


 


As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of a Security of the series of
which this Security is a part is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and interest on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


The Securities of the series of which this Security
is a part are issuable only in registered form without coupons in denominations
of $1,000 and any integral multiple thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


 


Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered
as the owner hereof for all purposes, whether or not this Security be overdue,
and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.


 


For so long as this Security is issued in the form
of a Global Security, neither the Company nor the Trustee will have any
responsibility with respect to the policies and procedures of the Depositary or
for any notices or other communications among the Depositary, its direct and
indirect participants or the beneficial owners of this Security.


 


Neither the failure to give any notice nor any
defect in any notice given to the Holder of this Security or any other Security
of this series will affect the sufficiency of any notice given to any other
Holder of any Securities of this series.


 


The Indenture provides that the Company, at its
option (a) will be discharged from any and all obligations in respect of the
Securities (except for certain obligations to register the transfer or exchange
of Securities, replace stolen, lost or mutilated Securities, maintain paying
agencies and hold moneys for payment in trust) or (b) need not comply with
certain restrictive covenants of the Indenture, in each case if the Company
deposits, in trust, with the Trustee money or U.S. Government Obligations
which, through the payment of interest thereon and principal thereof in
accordance with their terms, will provide money, in an amount sufficient to pay
all the principal of and interest, if any, on the Securities on the dates such
payments are due in accordance with the terms of such Securities, and certain
other conditions are satisfied.


 

















 


No recourse shall be had for the payment of the
principal of or the interest on this Security, or for any claim based hereon,
or otherwise in respect hereof, or based on or in respect of the Indenture or
any indenture supplemental thereto, against any trustee, incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or any successor corporation, either directly or through the Company or
any successor corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty or otherwise,
all such liability being, by the acceptance hereof and as part of the
consideration for the issuance hereof, expressly waived and released.


 


The Declaration of Trust of the Company provides
that no shareholder of the Company shall be held to any liability whatsoever
for the payment of any sum of money, or for damages or otherwise under any
contract, obligation or undertaking made, entered into or issued by the
trustees of the Company or by any officer, agent or representative elected or
appointed by the trustees and no such contract, obligation or undertaking shall
be enforceable against the trustees or any of them in their or his individual
capacities or capacity and all such contracts, obligations and undertakings
shall be enforceable only against the trustees as such, and every person, firm,
association, trust and corporation having any claim or demand arising out of
any such contract, obligation or undertaking shall look only to the trust
estate for the payment or satisfaction thereof.


 


This Security shall be governed by and construed in
accordance with the laws of the State of New York.


 


All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.


 


IN
WITNESS WHEREOF, Northeast Utilities has caused this instrument to be duly
executed.


 


Dated:        , 20


 


NORTHEAST
UTILITIES


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name

  
	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Securities of the series designated therein referred to in the
within mentioned Indenture.


 


Dated:     , 20


 


THE
BANK OF NEW YORK,


as
Trustee


 


 


	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory