Exhibit 4.2(C)


 


PSNH Exhibit 4.2 Form of Supplemental Indenture


 


PUBLIC SERVICE COMPANY

OF NEW HAMPSHIRE

AND

WACHOVIA BANK, NATIONAL ASSOCIATION


 


Successor to FIRST UNION
NATIONAL BANK


 


Formerly Known as FIRST
FIDELITY BANK, NATIONAL ASSOCIATION,

NEW JERSEY


 


Successor to BANK OF NEW
ENGLAND, NATIONAL ASSOCIATION

(Formerly Known as NEW ENGLAND MERCHANTS NATIONAL BANK)

and to

NEW BANK OF NEW ENGLAND, NATIONAL ASSOCIATION, TRUSTEE


 


SUPPLEMENTAL INDENTURE

Dated as
of            , 20


 


TO ISSUE
SERIES   

FIRST MORTGAGE BONDS


 


$    ,000,000
First Mortgage Bonds (Series    )


 





















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
  Date
  and Parties

  	
   

  
	
   

  	
  Recitals

  	
  1

  
	
   

  	
  Granting
  Clauses

  	
  1

  
	
   

  	
  Exceptions

  	
  1

  
	
   

  	
  Habendum

  	
  1

  
	
   

  	
  Declaration
  in Trust

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  1—Series            Bonds

  	
  7

  
	
   

  	
  1.01.    Designation;
  Amount

  	
  7

  
	
   

  	
  1.02.    Form
  of Bonds of 2004 Series

  	
  7

  
	
   

  	
  1.03.    Provisions
  of Bonds of 2004 Series    ; Interest Accrual

  	
  7

  
	
   

  	
  1.04.    Transfer
  and Exchange of Bonds of Series

  	
  7

  
	
   

  	
  1.05.    Redemption
  of the Series    Bonds

  	
  8

  
	
   

  	
  1.06.    Payment
  Date Not a Business Day

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  2—MISCELLANEOUS

  	
  8

  
	
   

  	
  2.01.    Recitals

  	
  8

  
	
   

  	
  2.02.    Benefits
  of Supplemental Indenture

  	
  8

  
	
   

  	
  2.03.    Effect
  of Supplemental Indenture

  	
  8

  
	
   

  	
  2.04.    Termination

  	
  9

  
	
   

  	
  2.05.    Trust
  Indenture Act

  	
  9

  
	
   

  	
  2.06.    Counterparts

  	
  9

  
	
   

  	
  2.07.    Notices

  	
  9

  



 


Testimonium

Signatures


 


Schedule A—Form
of Series    Bonds

Schedule B—Description of Certain Properties Acquired
Since            .

Acknowledgments

Endorsement


 


ii





















 


THIS                        SUPPLEMENTAL
INDENTURE dated as
of                        ,
20    , between PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
(hereinafter with its successors and assigns generally called the Company), a
corporation duly organized and existing under the laws of The State of New
Hampshire, having its principal place of business at 780 North Commercial
Street in Manchester, New Hampshire 03101, and WACHOVIA BANK, NATIONAL
ASSOCIATION, successor to First Union National Bank, formerly known as First
Fidelity Bank, National Association, New Jersey, successor to Bank of New
England, National Association (formerly known as New England Merchants National
Bank) and to New Bank of New England, National Association, said Wachovia Bank,
National Association (hereinafter with its successors generally called the
Trustee), being a national banking association duly organized and existing
under the laws of the United States of America, having a corporate trust office
at 21 South Street, Third Floor, Morristown, New Jersey 07960, and duly
authorized to execute the trusts hereof.


 


WHEREAS, the Company heretofore duly executed and
delivered to Bank of New England, National Association (formerly known as New
England Merchants National Bank), as predecessor trustee, its General and
Refunding Mortgage Indenture (hereinafter, as amended by the Tenth Supplemental
Indenture dated as of May 1, 1991, generally referred to as the “Original
Indenture” and sometimes referred to, with each and every prior indenture
supplemental thereto and each and every other instrument, including
this                        Supplemental
Indenture, which the Company, pursuant to the provisions thereof, may execute
with the Trustee and which is therein stated to be supplemental to the Original
Indenture, as the “Indenture”), dated as of August 15, 1978, but actually
executed on September 20, 1978, and recorded, among other places, in
Hillsborough County, New Hampshire, Registry of Deeds, Book 2640, Page 334, in
York County, Maine, Registry of Deeds, Book 2417, Page 01, in Concord, Vermont,
Land Records, Book 44, Page 129A, and in the Office of the Secretary of the
State of Connecticut in Volume 56, Page G of Railroad Mortgages (together with
certificates with respect thereto recorded in the Town Clerk’s offices of Waterford
and Berlin, Connecticut), to which this instrument is supplemental, and in
modification and confirmation thereof has executed and delivered to
(i) Bank of New England, National Association (formerly known as New
England Merchants National Bank) as predecessor trustee nine duly recorded
indentures supplemental thereto, and (ii) to First Fidelity Bank, National
Association, New Jersey, a Tenth Supplemental Indenture dated as of May 1,
1991 (hereinafter generally referred to as the Tenth Supplemental Indenture)
thereto duly recorded, whereby substantially all the properties of the Company
used by it in its business, whether then owned or thereafter acquired, with
certain reservations, exceptions and exclusions fully set forth in the Original
Indenture were given, granted, bargained, sold, transferred, assigned, pledged,
mortgaged and conveyed to the Trustee, its successors and assigns, in trust
upon the terms and conditions set forth therein to secure its General and
Refunding Mortgage Bonds issued and to be issued thereunder, and for other
purposes more particularly specified therein; and


 


1





















 


WHEREAS, on January 6, 1991, Bank of New
England, National Association was declared insolvent, and New Bank of New England,
National Association, pursuant to a purchase and assumption agreement dated as
of January 6, 1991 between it and the Federal Deposit Insurance
Corporation as receiver of Bank of New England, National Association, acquired
and succeeded to all of the right, title, interest, authority and appointment
of Bank of New England, National Association, as Trustee under the Indenture,
which succession and appointment were ratified and confirmed by the Board of
Directors of the Company on February 21, 1991, all as more particularly
recited in the Agreement as to Resignation of Trustee and Appointment of
Successor Trustee (the “Resignation and Appointment Agreement”), by and among
the Company, New Bank of New England, National Association, and First Fidelity
Bank, National Association, New Jersey, recorded with the Tenth Supplemental
Indenture; and


 


WHEREAS, pursuant to the Resignation and Appointment
Agreement, New Bank of New England, National Association resigned as successor
trustee and First Fidelity Bank, National Association, New Jersey succeeded to
the trusts created by the Indenture; and


 


WHEREAS, First Fidelity Bank, National Association,
New Jersey was succeeded by First Union National Bank; and


 


WHEREAS, pursuant to The Third Amended Joint Plan of
Reorganization (the “Plan”), dated December 28, 1989 (Case
No. 88-00043), as confirmed by order of the United States Bankruptcy Court
for the District of New Hampshire dated April 20, 1990, all bonds
outstanding under the First Mortgage Indenture dated as of January 1,
1943, as from time to time amended and supplemented, between the Company and
Old Colony Trust Company, as trustee (to which each of The First National Bank
of Boston and Maryland National Bank has been successor trustee) have been paid
in full and said First Mortgage Indenture has been released and is of no
further force or effect, all bonds outstanding under the Third Mortgage
Indenture dated as of February 15, 1986, as from time to time amended and
supplemented, between the Company and First Fidelity Bank, National
Association, New Jersey, as trustee, have been paid in full and said Third
Mortgage Indenture has been released and is of no further force or effect, and
all bonds issued prior to the date of execution of the Tenth Supplemental Indenture
and outstanding under the Indenture have been paid in full; and


 


WHEREAS, the actions contemplated by the Resignation
and Appointment Agreement and the Tenth Supplemental Indenture have been
authorized and directed by Order of the United States Bankruptcy Court for the
District of New Hampshire dated January 18, 1991 in Case
No. 88-00043, which Order authorized certain transactions and procedures
necessary to consummate the Plan and approved certain modifications of the Plan
related thereto; and


 


WHEREAS, all applicable requirements of the Plan and
said Order have been complied with; and


 


WHEREAS, pursuant to the Tenth Supplemental
Indenture the Company effected the amendments to the Indenture specified in the
Tenth Supplemental Indenture, including amendments to reflect the release and
discharge of the Company’s First Mortgage Indenture dated as of January 1,
1943, as supplemented and amended, and to reflect that, as a result, the
Indenture is now a First Mortgage Indenture, the bonds issued and to be issued
under the Indenture will be First Mortgage Bonds of the Company, and the
Original Indenture as it may heretofore and hereafter be supplemented and
amended shall henceforth be known and referred to as the Company’s First
Mortgage Indenture dated as of August 15, 1978; and


 


WHEREAS, the Company by appropriate and sufficient
corporate action in conformity with the terms of the Indenture duly caused to
be issued seven new series of bonds under the Indenture designated First
Mortgage Bonds, Series A through G, said Series A through
Series G Bonds being in an aggregate principal amount of $858,985,000 and
consisting of fully registered bonds containing the terms and provisions duly
fixed and determined by the Board of Directors of the Company and expressed in
Schedule B to the Tenth Supplemental Indenture; and


 


2





















 


WHEREAS, on May 15, 1996, $172,500,000
aggregate principal amount of the Company’s 8(7)/8%
First Mortgage Bonds, Series A, matured and were paid and canceled; and


 


WHEREAS, as of April 1, 1998 the Company by
appropriate and sufficient corporate action in conformity with the terms of the
Indenture duly caused to be issued a new series of bonds under the Indenture
designated as First Mortgage Bonds, Series H, said Series H Bonds
being in an aggregate principal amount of $75,000,000 and containing the terms
and provisions duly fixed and determined by the Board of Directors of the
Company and expressed in Schedule A to the Eleventh Supplemental
Indenture; and


 


WHEREAS, on May 15, 1998, $170,000,000
aggregate principal amount of the Company’s 9.17% First Mortgage Bonds, Series,
B, matured and were paid and canceled; and


 


WHEREAS, on April 22, 1999, the Revolving
Credit Agreement dated as of April 23, 1998 (the “Credit Agreement”)
terminated, the Credit Borrowings thereunder were indefeasibly paid in full in
accordance with the terms thereof and the obligations of the several Lenders to
make advances to the Company under the Credit Agreement were terminated; the bonds
of Series H were deemed paid and all obligations of the Company to pay the
principal of, premium, if any, and interest on the bonds of Series H was
satisfied and discharged; and the $75,000,000 aggregated principal amount of
the Company’s First Mortgage Bonds, Series H, were canceled; and


 


WHEREAS, as of March 30, 2001 the Company sold
its interest in the Millstone II Nuclear Generating Station, located in
Waterford, Connecticut, and with the sale of said property, no longer owns any
property located in Connecticut which is subject to the lien of the Indenture,
and is no longer subject to the jurisdiction of the Connecticut Department of
Public Utilities Control; and


 


WHEREAS, pursuant to the Series A, B and C Loan
and Trust Agreements dated October 1, 2001 (herein called the “Series A,
B and C PCRB Agreements”), by and among the Business Finance Authority of the
State of New Hampshire (herein called “the Authority”), the Company and the
State Street Bank and Trust Company, as trustee (herein called the “Series A,
B and C PCRB Trustee”), the Authority issued concurrently: $89,250,000 in
principal amount of its Pollution Control Revenue Bonds (Public Service Company
of New Hampshire Project—2001 Tax Exempt Series A)(herein called the “Series A
PCR Bonds”) and loaned the proceeds from the sale of the Series A PCR
Bonds to the Company. Proceeds of the loan were used to refund (i) the
Authority’s $66,000,000 aggregate principal amount 7.65% Pollution Control
Revenue Bonds (Public Service Company of New Hampshire Project—1991 Tax-Exempt
Series A)(the “1991 Series A Bonds”), and (ii) a portion of the
Authority’s $112,500,000 aggregate principal amount 7.65% Pollution Control
Revenue Bonds (Public Service Company of New Hampshire Project—1991 Tax-Exempt
Series C)(the “1991 Series C Bonds”); $89,250,000 in principal amount
of its Pollution Control Revenue Bonds (Public Service Company of New Hampshire
Project—2001 Tax-Exempt Series B) (herein called the “series B PCR
Bonds”) and loaned the proceeds from the sale of the Series B PCR Bonds to
the Company. Proceeds of the loan were used to refund a portion of the 1991
Series C Bonds; and $108,985,000 in principal amount of its Pollution
Control Revenue Bonds (Public Service Company of New Hampshire Project—2001 Tax
Exempt Series C) (herein called the “Series C PCR Bonds”) and loaned
the proceeds from the sale of the Series C PCR Bonds to the Company.
Proceeds of the loan were used to refund the Authority’s $108,985,000 aggregate
principal amount 7.50% Pollution Control Revenue Bonds (Public Service Company
of New Hampshire Project—1991 Tax-Exempt Series B)(the “1991 Series B
Bonds”). The proceeds of the 1991 Series A, B and C PCR Bonds were used to
finance and refinance a portion of the Company’s share of expenditures, including
financing costs, relating to the construction of certain pollution control,
sewage and/or solid waste disposal facilities required for the operation of the
Seabrook nuclear-fueled, steam electric generating plant located in Seabrook,
New Hampshire, in which the Company owned and undivided 35.6% interest; and


 


WHEREAS, the Series A, B and C Bonds were
special obligations of the Authority, payable solely out of the revenues and
other receipts, funds and moneys derived by the Authority under the Series A,
B and C Agreements and from any amounts otherwise available under the
Series A, B and C Agreements for the


 


3





















 


payment
of the Series A, B and C Bonds, and such revenues and other receipts,
funds moneys and amounts are, pursuant to the Series A, B and C PCRB
Agreements, assigned and pledged by the Authority to the Series A, B and C
PCRB Trustee as security for the Series A, B and C PCR Bonds and include
loan payments required to be made by the Company to the Series A, B and C
PCRB Trustee for the account of the Authority pursuant to the Series A, B
and C PCRB Agreements in amounts equal to the amounts payable with respect to
the Series A, B and C Bonds; and


 


WHEREAS, in consideration of the loan being provided
by the Authority under, and pursuant to the provisions of, the Series A, B
and C PCRB Agreements, the Company issued: $89,250,000 principal amount of its
First Mortgage Bonds, Series I (hereinafter generally referred to as the “Series I
Bonds” or the “bonds of Series I”) to evidence and secure the Company’s
obligation under the Series A PCRB Agreement to make loan payments as
aforesaid and to provide security for the Series A PCR Bonds; $89,250,000
principal amount of its First Mortgage Bonds, Series J (hereinafter
generally referred to as the “Series J Bonds” or the “bonds of Series J”)
to evidence and secure the Company’s obligation under the Series B PCRB
Agreement to make loan payments as aforesaid and to provide security for the
Series B PCR Bonds; and $108,985,000 principal amount of its First
Mortgage Bonds, Series K (hereinafter generally referred to as the “Series K
Bonds” or the “bonds of Series K”) to evidence and secure the Company’s
obligation under the Series C PCRB Agreement to make loan payments as
aforesaid and to provide security for the Series C PCR Bonds; and


 


WHEREAS, the execution and delivery of the Twelfth
Supplemental Indenture and the issue of not exceeding Eighty Nine Million Two
Hundred Fifty Thousand Dollars ($89,250,000) in aggregate principal amount of
bonds of Series I, Eighty Nine Million Two Hundred Fifty Thousand Dollars
($89,250,000) in aggregate principal amount of bonds Series J and One
Hundred Eight Million Nine Hundred Eighty Five Thousand Dollars in aggregate
principal amount of bonds of Series K, and other necessary actions were
duly authorized by the Executive Committee of the Board of Directors of the
Company; and


 


WHEREAS, as a result of a merger, First Union
National Bank changed its name to Wachovia Bank, National Association and
remains as Trustee under the Indenture; and


 


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


 


WHEREAS, the execution and delivery of
this                        Supplemental
Indenture and the issue of not exceeding            Million
Dollars ($    ,000,000) in aggregate principal amount of
bonds of Series    , and other necessary actions have been
duly authorized by the Board of Directors of the Company; and


 


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


 


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


 


NOW, THEREFORE, in consideration of the premises,
and of the acceptance of said Series    First Mortgage
Bonds by the holder thereof, and of the sum of $1.00 duly paid by the Trustee
to the Company, and of other good and valuable considerations, the receipt
whereof is hereby acknowledged, and in confirmation of and supplementing the
Original Indenture as previously supplemented by said twelve


 


4





















 


preceding
supplemental indentures, and in performance of and compliance with the
provisions thereof, said Public Service Company of New Hampshire, by these
presents, does give, grant, bargain, sell, transfer, assign, pledge, mortgage
and convey unto Wachovia Bank, National Association, as Trustee, as provided in
the Original Indenture, as previously supplemented and amended and as
supplemented by
this                        Supplemental
Indenture, and its successor or successors in the trust thereby and hereby created,
and its and their assigns, (a) all and singular the property, and rights
and interests in property, described in the Original Indenture and the twelve
preceding supplemental indentures (said supplemental indentures, in each case
as amended by the Tenth Supplemental Indenture, hereinafter referred to as the
Preceding Supplemental Indentures), and thereby conveyed, pledged, assigned,
transferred and mortgaged, or intended so to be (said descriptions in said
Original Indenture and the Preceding Supplemental Indentures being hereby made
a part hereof to the same extent as if set forth herein at length), whether
then or now owned or thereafter or hereafter acquired, except such of said
properties or interests therein as may have been released or sold or disposed
of in whole or in part as permitted by the provisions of the Original
Indenture, and (b) also, but without in any way limiting the generality of
the foregoing, all the right, title and interest of the Company, now owned or
hereafter acquired, in and to the rights, titles, interests and properties
described or referred to in Schedule B hereto attached and hereby made a
part hereof as fully as if set forth herein at length, in all cases not
specifically reserved, excepted and excluded; the foregoing property, and
rights and interests in property, being located in the following listed
municipalities in New Hampshire and unincorporated areas in Coos County, New
Hampshire, as well as in various municipalities in the States of Maine, Vermont
and elsewhere:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ROCKINGHAM COUNTY—Auburn, Atkinson, Brentwood,
Candia, Chester, Danville, Deerfield, Derry, East Kingston, Epping, Exeter,
Fremont, Greenland, Hampstead, Hampton, Hampton Falls, Kensington, Kingston,
Londonderry, New Castle, Newfields, Newington, Newmarket, Newton, North


 


5





















 


Hampton,
Northwood, Nottingham, Portsmouth, Raymond, Rye, Sandown, Seabrook, South
Hampton, Stratham, Windham;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6





















 


ARTICLE 1

SERIES    BONDS


 


SECTION 1.01.    Designation;
Amount.    The bonds of
Series    shall be designated “First Mortgage Bonds,
Series    ” and, subject to Section 2.10 of the
Original Indenture, shall not
exceed            Million
Dollars ($    ,000,000) in aggregate principal amount at
any one time outstanding. The Trustee shall authenticate and deliver up to
$    ,000,000 aggregate principal amount of
Series    Bonds at any time upon application by the Company
and compliance with the applicable provisions of the Original Indenture.


 


SECTION 1.02.    Form
of Bonds of 200    Series    .    The
bonds of Series    shall be issued only in fully registered
form without coupons in denominations of $1,000 and multiples thereof. The
Bonds of Series    and the certificate of the Trustee upon
said bonds shall be substantially in the forms thereof respectively set forth
in Schedule A appended hereto.


 


SECTION 1.03.    Provisions
of Bonds of 20    Series    ; Interest
Accrual.    The bonds of
Series    shall mature on                        ,
20    , and shall bear interest, payable on the interest
payment dates applicable from time to time to the
Series    Bonds, until the Company’s obligation in respect
of the principal thereof shall be discharged, in amounts equal to the interest
payments due on the Series    Bonds, and shall be payable
both as to principal and interest at the corporate trust office of the Trustee
at Wachovia Bank, National Association in Charlotte, North Carolina or the
corporate trust office of its successors, in any coin or currency of the United
States of America which at the time of payment is legal tender for the payment
of public and private debts. The interest on the
Series    Bonds, whether in temporary or definitive form,
shall be payable without presentation of such bonds, and only to or upon the
written order of the registered holders thereof of record at the applicable
record date. The Series    Bonds shall be callable for
redemption in whole or in part according to the terms and provisions provided
herein in Section 1.05.


 


Each Series    Bond shall be
dated the date of authentication thereof by the Trustee, and shall bear
interest on the principal amount thereof from the interest payment date next
preceding the date thereof to which interest has been paid on the Bonds of said
series, or if the date thereof is prior to the record date (as hereinafter
defined) with respect to the first interest payment date then from the date of
original issue of the Series    Bonds, or if the date
thereof be an interest payment date to which interest is being paid or a date
between the record date for any such interest payment date and such interest
payment date, then from such interest payment date.


 


The person in whose name any bond of
Series    is registered at the close of business on any
record date (as hereinafter defined) with respect to any interest payment date
shall be entitled to receive the interest payable on such interest payment date
notwithstanding the cancellation of such bond upon any registration of transfer
or exchange thereof subsequent to the record date and prior to such interest
payment date, except that if and to the extent the Company shall default in the
payment of the interest due on such interest payment date, then such defaulted interest
shall be paid to the person in whose name such bond is registered on a
subsequent record date for the payment of defaulted interest if one shall have
been established as hereinafter provided and otherwise on the date of payment
of such defaulted interest. A subsequent record date may be established by the
Company by notice mailed to the owners of the bonds of
Series    not less than ten (10) days preceding such
record date, which record date shall not be more than thirty (30) days
prior to the subsequent interest payment date. The term “record date” as used
in this Section with respect to any regular interest payment date shall mean
the day next preceding such interest payment date, or if such day shall not be
a Business Day, the next preceding day which shall be a Business Day.


 


SECTION 1.04.    Transfer
and Exchange of Bonds of Series    .    The
bonds of
Series            may
be surrendered for registration of transfer as provided in Section 2.8 of
the Original Indenture as


 


7





















 


amended
by the Tenth Supplemental Indenture at the corporate trust office of the
Trustee at Wachovia Bank, National Association in Charlotte, North Carolina or
the corporate trust offices of its successors, and may be surrendered at said
office for exchange for a like aggregate principal amount of bonds of
Series            of
other authorized denominations. Notwithstanding the provisions of
Section 2.7 of the Original Indenture, no charge, except for taxes or
other governmental charges, shall be made by the Company for any registration
of transfer of bonds of Series     or for the exchange of
any bonds of Series    for such bonds of other authorized
denominations.


 


SECTION 1.05.    Redemption
of the Series    Bonds.    The
bonds of Series    are not subject to redemption at the
option of the Company prior
to                        ,
20    . Thereafter, the Bonds of
Series    shall be redeemable as a whole at any time or in
part from time to time in accordance with the provisions of the Indenture and
upon not less than thirty (30) days’ prior notice given by mail as
provided in the Indenture (which notice may state that it is subject to the
receipt of the redemption moneys by the Trustee on or before the date fixed for
redemption and which notice shall be of no effect unless such moneys are so
received on or before such date), either at the option of the Company, or for
the purpose of any applicable provision of the Indenture, at the following
prices:


 


[TO BE INSERTED]


 


SECTION 1.06.    Payment
Date Not a Business Day.    If any redemption or
maturity date for principal, premium or interest with respect to the
Series    Bonds shall be (i) a Sunday or a legal
holiday, or (ii) a day on which banking institutions are authorized
pursuant to law to close and on which the corporate trust offices in North
Carolina or New Jersey of the Trustee are not open for business, then the
payment thereof may be made on the next succeeding day not a day specified in
(i) or (ii) with the same force and effect as if made on the
specified payment date and not interest shall accrue for the period after the
specified payment date.


 


ARTICLE 2

MISCELLANEOUS PROVISIONS


 


SECTION 2.01.    Recitals.    The
recitals in
this                        Supplemental
Indenture shall be taken as recitals by the Company alone, and shall not be
considered as made by or as imposing any obligation or liability upon the
Trustee, nor shall the Trustee be held responsible for the legality or validity
of this                         Supplemental
Indenture, and the Trustee makes no covenants or representations, and shall not
be responsible, as to or for the effect, authorization, execution, delivery or
recording of
this                        Supplemental
Indenture, except as expressly set forth in the Original Indenture. The Trustee
shall not be taken impliedly to waive by
this                        Supplemental
Indenture any right it would otherwise have.


 


SECTION 2.02.    Benefits
of Supplemental Indenture.    Nothing in
this                        Supplemental
Indenture, expressed or implied, is intended or shall be construed to confer
upon, or give to, any person, firm or corporation, other than the parties hereto
and the holders of the bonds, any right, remedy or claim under or by reason of
the Indenture or any covenant, condition or stipulation thereof; and the
covenants, stipulations and agreements in the Indenture contained are and shall
be for the sole and exclusive benefit of the parties hereto, their successors
and assigns, and holders of the bonds.


 


SECTION 2.03.    Effect
of                        Supplemental
Indenture.    This Supplemental Indenture is
executed, shall be construed as and is expressly stated to be an indenture
supplemental to the Original Indenture and shall form a part of the
Indenture; and the Original Indenture, as supplemented and amended by
this                        Supplemental
Indenture, is hereby confirmed and adopted by the Company as its obligation.
All terms used in
this                        Supplemental
Indenture shall be taken to have the meaning specified in the Original
Indenture, except in cases where the context clearly indicates otherwise.


 


8





















 


SECTION 2.04.    Termination.    This                        Supplemental
Indenture shall become void when the Indenture shall be void.


 


SECTION 2.05.    Trust
Indenture Act.    If and to the extent that any
provision of
this                        Supplemental
Indenture limits, qualifies or conflicts with any of the applicable provisions
of Sections 310 to 317, inclusive, of the Trust Indenture Act of 1939, as
amended, such required provision shall control.


 


SECTION 2.06.    Counterparts.    This                        Supplemental
Indenture may be simultaneously executed in any number of counterparts, each of
which shall be deemed an original; and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument, which shall for all purposes be sufficiently evidenced by any such
original counterpart.


 


SECTION 2.07.    Notices.    Any
notice to the Trustee under any provision of
this                        Supplemental
Indenture shall be sufficiently given if served personally upon a responsible
officer of the Trustee or mailed by registered or certified mail, postage
prepaid, addressed to the Trustee at its corporate trust office, which is
Wachovia Bank, National Association, 21 South Street, Third Floor, Morristown,
New Jersey 07960 as of the date hereof. The Trustee shall notify the Company
from time to time of any change in the address of its corporate trust office.


 


IN WITNESS WHEREOF, PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE has caused this instrument to be executed and its corporate seal to
be hereto affixed, by its officers, thereunto duly authorized, and WACHOVIA
BANK, NATIONAL ASSOCIATION has caused this instrument to be executed and its
corporate seal to be hereto affixed by its officers thereunto duly authorized,
all as of the day and year first above written but actually executed
on                        ,
20    .


 


PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE


 


[CORPORATE
SEAL]                                      By


 


Name:


 


Title:

Attest:


 


Name:

Title:


 


9





















 


Signed,
sealed and delivered by

Public Service Company of New

Hampshire in the presence of us:


 


Witnesses


 


WACHOVIA
BANK, NATIONAL ASSOCIATION


 


as
Trustee as aforesaid 


 


 


	
  By:
  

  	
   

  	
   

  	
   

  
	
  Name:

  Title:

  [CORPORATE SEAL]

  Attest:

  	
   

  



 


Name:


Title:


Signed,
sealed and delivered by


 


Wachovia
Bank, National Association, in


the
presence of us:


 


Witnesses


 


10





















 


SCHEDULE A


(FORM OF BONDS OF
SERIES        )


THIS BOND IS TRANSFERABLE
ONLY AS PROVIDED HEREIN 


 


	
  No.

  	
   

  	
  $            ,000,000

  



 


PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE


 


Incorporated under the Laws
of the State of New Hampshire


 


FIRST MORTGAGE BOND,
SERIES   


PRINCIPAL
DUE                        ,
20


 


FOR VALUE RECEIVED, PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE, a corporation organized and existing under the laws of the State of
New Hampshire (hereinafter called the Company), hereby promises to pay
to                        or
registered assigns, subject to the conditions set forth in this Bond, the
principal sum
of                        Million
($    ,000,000), on the first day of
            ,
200    , and to pay interest on said sum, on each of the
interest payment dates applicable from time to time to the
Series    Bonds (as defined on the reverse hereof), until
the Company’s obligation with respect to said principal sum shall be
discharged, in amounts equal to the interest payments due on such
Series    Bonds. This Bond shall bear interest as aforesaid
from the interest payment date next preceding the date hereof to which such
interest has been paid on the Bonds of this series, or if the date hereof is
prior to the record date with respect to the first interest payment date then
from the date of original issue of the Bonds of this series, or if the date
hereof is an interest payment date to which interest is being paid or date
between the record date for any such interest payment date and such interest
payment date, then from such interest payment date.


 


The bonds of Series    shall be
payable both as to principal and interest at the corporate trust office of the
Trustee in Charlotte, North Carolina or the corporate trust offices of its
successors, in any coin or currency of the United States of America which at
the time of payment is legal tender for the payment of public and private
debts. The interest on the bonds of Series    , whether in
temporary or definitive form, shall be payable without presentation of such
bonds, and only to or upon the written order of the registered holders thereof
of record at the applicable record date. The bonds of
Series    shall be repayable in whole or in part according
to the terms and provisions provided in Article 1 of the Supplemental
Indenture establishing the terms and conditions of bonds of this Series.


 


Each installment of interest hereon (other than
overdue interest) due on any interest payment date shall be payable to the
person who shall be the registered owner of this bond at the close of business
on the record date, which shall be the day next preceding such interest payment
date, or if such day shall not be a Business Day, the next preceding day which
is a Business Day.


 


Reference is hereby made to the further provisions
of this Bond set forth on the reverse hereof, including without limitation
provisions in regard to the call and redemption and the registration of
transfer and exchangeability of this bond, and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.


 


This bond shall not become or be valid or obligatory
until the certificate of authentication hereon shall have been signed by
Wachovia Bank, National Association (hereinafter with its successors as defined
in the Indenture (as defined on the reverse hereof), generally called the
Trustee), or by such a successor.


 


IN WITNESS WHEREOF, Public Service Company of New
Hampshire has caused this bond to be executed in its corporate name and on its
behalf by its Vice President by his signature or a facsimile thereof, and its
corporate seal to be affixed or imprinted hereon and attested by the manual or
facsimile signature of its Assistant Secretary.


 


11





















 


Dated
as
of                        ,            .


 


PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE 


 


 


	
  By

  	
   

  	
   

  
	
  Name:

  
	
  Title:
  Vice President

  
	
  Attest:

  
	
   

  	
   

  
	
  Name:

  
	
  Title:
  Assistant Secretary

  



 


[FORM OF TRUSTEE’S
CERTIFICATE]


 


Wachovia Bank, National Association hereby certifies
that this bond is one of the bonds described in the within mentioned Indenture.


 


WACHOVIA
BANK, NATIONAL ASSOCIATION, TRUSTEE


 


	
  By

  	
   

  	
   

  
	
  Name:

  
	
  Title:
  Authorized Officer

  



 


12





















 


[FORM OF BOND]


[REVERSE]


PUBLIC SERVICE COMPANY OF
NEW HAMPSHIRE


First Mortgage Bond, Series


 


This Bond is one of a series of Bonds in fully
registered form known as the “First Mortgage Bonds,
Series    ” of the Company, limited
to                        Million
Dollars ($    ,000,000) in aggregate principal amount, and
issued under and pursuant to a First Mortgage Indenture between the Company and
Wachovia Bank, National Association as successor by merger to New England
Merchants National Bank (later known as Bank of New England, National
Association), as Trustee, dated as of August 15, 1978, as amended, and
pursuant to which Wachovia Bank, National Association is now Successor Trustee
(said First Mortgage Indenture (i) as amended by the Tenth Supplemental
Indenture thereto, being hereinafter generally called the “Original Indenture,”
and (ii) together with all indentures expressly stated to be supplemental
thereto, being hereinafter generally called the “Indenture”), and together with
all bonds of all series now outstanding or hereafter issued under the Indenture
being equally and ratably secured (except as any sinking or other analogous
fund, established in accordance with the provisions of the Indenture, may
afford additional security for the bonds of any particular series) by the
Indenture, to which Indenture (executed counterparts of which are on file at
the corporate trust office of the Trustee in Morristown, New Jersey) reference
is hereby made for a description of the nature and extent of the security, the
rights thereunder of the holders of bonds issued and to be issued thereunder,
the rights, duties and immunities thereunder of the Trustee, the rights and obligations
thereunder of the Company, and the terms and conditions upon which Bonds of
this series, and bonds of other series, are issued and are to be issued; but
neither the foregoing reference to the Indenture nor any provision of this Bond
or of the Indenture shall affect or impair the obligation of the Company, which
is absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and interest on this Bond as herein provided.


 


The bonds of this Series    in
permanent form are issuable in denominations of one thousand dollars ($1,000)
and multiples thereof.


 


This Bond is transferable by the registered owner
hereof upon surrender hereof at the corporate trust office of the Trustee,
together with a written instrument of transfer in approved form, signed by the
owner or his duly authorized attorney, and a new Bond or Bonds of this series
for a like principal amount will be issued in exchange, all as provided in the
Indenture. Prior to due presentment for registration of transfer of this Bond,
the Company and the Trustee may deem and treat the registered owner hereof as
the absolute owner hereof, whether or not this Bond be overdue, for the purpose
of receiving payment and for all other purposes, and neither the Company nor
the Trustee shall be affected by any notice to the contrary.


 


This Bond is exchangeable at the option of the
registered holder hereof upon surrender hereof, at the corporate trust office
of the Trustee in Charlotte, North Carolina or the corporate trust offices of
its successors, for an equal principal amount of bonds of this series of other
authorized denominations, in the manner and on the terms provided in the
Indenture.


 


The Bonds of this series are not subject to
redemption at the option of the Company prior
to                        ,
20    . Thereafter, the Bonds of
Series            shall
be redeemable as a whole at any time or in part from time to time in accordance
with the provisions of the Indenture and upon not less than thirty
(30) days’ prior notice given by mail as provided in the Indenture (which
notice may state that it is subject to the receipt of the redemption moneys by
the Trustee on or before the date fixed for redemption and which notice shall
be of no effect unless such moneys are so received on or before such date),
either at the option of the Company, or for the purpose of any applicable
provision of the Indenture, at the following prices:


 


[TO BE INSERTED]


 


13





















 


Except as provided in the immediately preceding
paragraph, the Bonds of this series are not subject to redemption.


 


If this Bond is called in whole or in part, and if
moneys have been duly deposited or otherwise made available to the Trustee for
redemption hereof, or of the part hereof so called, as required in the
Indenture, this Bond, or such called part hereof, shall be due and payable on
the date fixed for redemption and thereafter this Bond, or such called part
hereof, shall cease to bear interest on the date fixed for redemption and shall
cease to be entitled to the lien of the Indenture, and, as respects the Company’s
liability hereon, this Bond, or such called part hereof, shall be deemed to
have been paid; but, if less than the whole principal amount hereof shall be so
called, the registered owner hereof shall be entitled, in addition to the sums
payable on account of the part called, to receive, without expense to such
owner, upon surrender hereof, one or more Bonds of this series for an aggregate
principal amount equal to that part of the principal amount hereof not then
called and paid.


 


The Indenture contains provisions permitting the
Company and the Trustee to effect, by supplemental indenture, certain
modifications of the Indenture without any consent of the holders of the bonds,
and to effect certain other modifications of the Indenture, and of the rights
of the holders of the bonds, with the consent of the holders of not less than a
majority in aggregate principal amount of all bonds issued under the Indenture
at the time outstanding, or in case one or more, but less than all, of the
series of said bonds then outstanding are affected, with the consent of the
holders of not less than a majority in aggregate principal amount of said
outstanding bonds of each series affected.


 


No recourse shall be had for the payment of the
principal of or premium, if any, or interest on this Bond, or for any claim
based hereon, or otherwise in respect hereof or of the Indenture, to or against
any incorporator or against any stockholder, director or officer, past, present
or future, as such, of the Company or any affiliate of the Company, or of any
predecessor or successor company, either directly or through the Company, or
such predecessor or successor company or any trustee, receiver or assignee or
otherwise, under any constitution, or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors or officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this Bond and as
part of the consideration for the issuance hereof and being likewise waived and
released by the terms of the Indenture.


 


14





















 


SCHEDULE B


Description of Certain
Properties


Acquired


Since                


 


The following deeds and conveyances, recorded in the
Registries of Deeds in the Counties in New Hampshire indicated, contain
descriptions of certain properties acquired in fee simple by the Company since                        .



 




	
  Grantor

  	
   

  	
  Date

  	
   

  	
  Book/Page

  	
   

  	
  County/Town

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


15





















 


	
  THE
  STATE OF

  CONNECTICUT

  	
  )

  
	
  COUNTY
  OF HARTFORD

  	
  ) ss. Berlin

  



 


Then personally appeared before
me                        ,
Vice President and Treasurer,
and                        ,
Assistant Secretary, of Public Service Company of New Hampshire, a New
Hampshire corporation, and severally acknowledged the foregoing instrument to
be their free act and deed in their said capacities and the free act and deed
of said corporation.


 


Witness my hand and notarial seal
this    th day
of                        ,
200    , at            .


 


Name:


Notary Public in and for the
State of Connecticut


        My
Commission Expires:


 


(Notarial
Seal)


 


16





















 


	
  THE STATE OF NEW

  JERSEY

  	
  )

  
	
  COUNTY OF

  	
  ) ss.

  



 


        Then
personally appeared before
me                        ,
                        ,
of Wachovia Bank, National Association, a national banking association, and
acknowledged the foregoing instrument to be their free act and deed in their
said capacities and the free act and deed of said corporation.


 


Witness my hand and notarial seal
this    day
of                        ,
200    ,
at                        ,
New Jersey.


 


Name:


Notary Public in and for the
State of New Jersey


        My
Commission Expires:


 


(Notarial
Seal)


 


17





















 


ENDORSEMENT


 


Wachovia Bank, National Association, Trustee, being
the mortgagee in the foregoing Supplemental Indenture, hereby consents to the
cutting of any timber standing upon any of the lands covered by said
Supplemental Indenture and to the sale of any such timber so cut and of any
personal property covered by said Supplemental Indenture to the extent, but
only to the extent, that such sale is permitted under the provisions of the
Original Indenture as referred to in, and as amended by, the Tenth Supplemental
Indenture thereto dated as of May 1, 1991, and the Twelfth Supplemental
Indenture dated as of December 1, 2001.


 


WACHOVIA
BANK, NATIONAL ASSOCIATION


as
Trustee as aforesaid 


 


 


	
  By
  

  	
   

  	
   

  
	
  Name:
  

  
	
  itle:

  



 


Signed,
sealed and acknowledged


on
behalf of Wachovia Bank, National Association


in
the presence of us:


 


Witnesses


CORPORATE
SEAL


 


18