Exhibit 4.2(D)


 


WMECO Exhibit 4.2 Form of
Supplemental Indenture


 




 





WESTERN MASSACHUSETTS
ELECTRIC COMPANY 


 


and


 


THE BANK OF NEW YORK TRUST
COMPANY N.A.,


 


as TRUSTEE


 


 


SUPPLEMENTAL INDENTURE


 


Dated as of                ,
20


 


 


Supplemental to the Indenture


dated as of September 1, 2003


 


Senior Notes, Series  , Due 20    




 





 

















 


THIRD SUPPLEMENTAL INDENTURE, dated as of                   ,
20  , between WESTERN MASSACHUSETTS
ELECTRIC COMPANY, a corporation duly organized and existing under the laws of
the Commonwealth of Massachusetts (the “Company”), and THE BANK OF NEW YORK
TRUST COMPANY N.A. (as successor to 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 September 1, 2003 (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
the following series of bonds: 


 


	
  Date

  	
   

  	
  Series

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


The Company desires to create a new series of the
Senior Notes in an aggregate principal amount of up to $                  
to be designated the “Senior Notes, Series  , Due 2     ”
(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 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 the Note attached hereto as Exhibit A).
The aggregate principal amount of the Notes which will initially be
authenticated and delivered under this Supplemental Indenture shall be $                  .
Additional Senior Notes, without limitation as to amount, having substantially
the same terms as the Notes (except a different issue date, issue price and
bearing interest from the last Interest Payment Date to which interest has been
paid or duly provided for on the Outstanding Notes, and, if no interest has
been paid, from                             ),
may also be issued by the Company pursuant to this Supplemental Indenture
without the consent of the existing Holders of the Notes. Such additional Notes
shall be part of the same series as the Outstanding Notes.


 


1

















 


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.


 


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                       ,
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.


 


2

















 


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.


 


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.


 


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.


 


 


	
   

  	
  WESTERN MASSACHUSETTS ELECTRIC COMPANY

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST COMPANY, N.A., as

  Trustee

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


	
  STATE OF CONNECTICUT)

  	
  )

  
	
   

  	
  )

  	
   ss.:

  	
   

  
	
  COUNTY OF

  	
  )

  
					



 


 


3

















 


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 the
              
of Western Massachusetts Electric Company, 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

  



 


 


	
  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

  



 


4

















 


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 Western Massachusetts Electric Company 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.


 


5

















 


WESTERN MASSACHUSETTS
ELECTRIC COMPANY


 


SENIOR NOTES, SERIES   , DUE 20      


 


CUSIP
NO 


 


	
  No.

  	
  $

  



 


WESTERN MASSACHUSETTS ELECTRIC COMPANY, a
corporation 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                 ,
or registered assigns, the principal sum of                     
Dollars ($                    )
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                           ,
at the rate of       % per annum, until the
principal hereof is paid or made available for payment and at the rate of       %
per annum on any overdue principal and premium and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
installment of interest.


 


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 and, for any period shorter than a
full month, on the basis of the actual number of days elapsed in such period.
In any case where any Interest Payment Date, Stated Maturity or Redemption Date
is not a Business Day, then payment of principal and interest, if any, or
principal and premium, 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 the 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 premium, if any)
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 “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.


 


6

















 


[Form of Reverse of Global Security]


 


WESTERN MASSACHUSETTS
ELECTRIC COMPANY


 


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 September 1,
2003 as amended and supplemented from time to time and as supplemented by the
Supplemental Indenture dated as of                       ,
20   (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 Trust Company, N.A. (as successor to 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 subject to
redemption upon not less than thirty (30) or more than sixty (60) days’ notice
by mail to the Holders of such securities at their addresses in the Security
Register, at the option of the Company, in whole or in part, from time to time
at a Redemption Price equal to the principal amount of the Securities being
redeemed, plus accrued and unpaid interest thereon to but excluding the
Redemption Date, plus the Make-Whole Premium. The “Make-Whole Premium” means an
amount equal to the excess, if any, of (i) the present value of all
interest and principal payments scheduled to become due after the Redemption
Date on the Securities being redeemed (such present value to be determined on
the basis of a discount rate equal to the sum of (a) the Treasury Rate and
(b)      basis points), over (ii) the principal
amount of the Securities being redeemed. The “Treasury Rate” means, with
respect to any redemption of Securities, the yield to maturity at the time of
computation of United States Treasury securities with a final maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H. 15(519) which has become publicly available at least two Business Days in
New York prior to the Redemption Date (or, if such statistical release is no
longer published, any publicly available source or similar market data)) most
nearly equal to the remaining average life on the Redemption Date of the
Securities being redeemed; provided, however, that if the period
from the Redemption Date to the maturity date of the Securities being redeemed
is less than one year, the weekly average yield on actually traded United
States Treasury securities adjusted to a constant maturity of one year shall be
used. 


 


7

















 


Except as otherwise provided in the Indenture, if
notice has been given as provided in the Indenture and funds for the redemption
of any Securities (or any portion thereof) called for redemption shall have
been made available on the Redemption Date referred to in such notice, such
Securities (or any portion thereof) will cease to bear interest on the date
fixed for such redemption specified in such notice and the only right of the
Holders of such Securities will be to receive payment of the Redemption Price.


 


In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like tenor for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.


 


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.


 


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 premium and 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 any premium 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.


 


8

















 


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 premium, if any, 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.


 


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 not defined herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.


 


9

















 


IN WITNESS WHEREOF, Western Massachusetts Electric
Company has caused this instrument to be duly executed.


 


	
  Dated:                                      ,
  20

  
	
   

  
	
  WESTERN MASSACHUSETTS ELECTRIC

  COMPANY

  
	
   

  
	
   

  
	
  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 TRUST COMPANY N.A.,


as
Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  



 


10