Exhibit 4.1
EVERSOURCE
ENERGY
and
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
AS TRUSTEE
_______________________________
TWENTY-second
SUPPLEMENTAL INDENTURE
Dated as of April 1, 2024
Supplemental to the Indenture dated as of April 1,
2002
Senior Notes,
Series FF, Due 2031
Senior Notes,
Series GG, Due 2034
TWENTY-second
SUPPLEMENTAL INDENTURE, dated as of April 1, 2024 (this “Twenty-Second Supplemental Indenture”), between EVERSOURCE
ENERGY, a voluntary association duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor trustee
to The Bank of New York), a national banking association, 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”), as supplemented
and amended, to provide for the issuance from time to time of its notes, debentures or other evidences of indebtedness (the “Securities”),
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 Securities of any series as permitted by Sections
201 and 301 of the Original Indenture, (b) changing any of the provisions of the Original Indenture as they apply to any series of
Securities created by such supplemental indenture and (c) amending the Original Indenture in a manner not materially adverse to Holders.
The Company has previously
executed and delivered to the Trustee twenty-one supplemental indentures which are part of the Indenture for the purposes recited therein
and for the purpose of issuing Securities under the Indenture, the currently outstanding series of which are set forth in the following
table:
Supplemental
Indenture | |
Date | |
Series | |
Amount | |
Currently Outstanding | |
| Sixth | |
| January 1, 2015 | |
Senior Notes, Series H, Due 2025 | |
$ | 300,000,000 | |
$ | 300,000,000 | |
| Seventh | |
| March 1, 2016 | |
Senior Notes, Series J, Due 2026 | |
$ | 250,000,000 | |
$ | 250,000,000 | |
| Ninth | |
| October 1, 2017 | |
Senior Notes, Series L, Due 2024 | |
$ | 450,000,000 | |
$ | 450,000,000 | |
| Tenth | |
| January 1, 2018 | |
Senior Notes, Series M, Due 2028 | |
$ | 450,000,000 | |
$ | 450,000,000 | |
| Eleventh | |
| December 1, 2018 | |
Senior Notes, Series O, Due 2029 | |
$ | 500,000,000 | |
$ | 500,000,000 | |
| Twelfth | |
| January 1, 2020 | |
Senior Notes, Series P, Due 2050 | |
$ | 350,000,000 | |
$ | 350,000,000 | |
| Thirteenth | |
| August 1, 2020 | |
Senior Notes, Series P, Due 2050 | |
$ | 300,000,000 | |
$ | 300,000,000 | |
| Thirteenth | |
| August 1, 2020 | |
Senior Notes, Series Q, Due 2025 | |
$ | 300,000,000 | |
$ | 300,000,000 | |
| Thirteenth | |
| August 1, 2020 | |
Senior Notes, Series R, Due 2030 | |
$ | 600,000,000 | |
$ | 600,000,000 | |
| Fourteenth | |
| March 1, 2021 | |
Senior Notes, Series S, Due 2031 | |
$ | 350,000,000 | |
$ | 350,000,000 | |
| Fifteenth | |
| August 1, 2021 | |
Senior Notes, Series U, Due 2026 | |
$ | 300,000,000 | |
$ | 300,000,000 | |
| Sixteenth | |
| February 1, 2022 | |
Senior Notes, Series V, Due 2027 | |
$ | 650,000,000 | |
$ | 650,000,000 | |
| Sixteenth | |
| February 1, 2022 | |
Senior Notes, Series W, Due 2032 | |
$ | 650,000,000 | |
$ | 650,000,000 | |
| Seventeenth | |
| June 1, 2022 | |
Senior Notes, Series X, Due 2024 | |
$ | 900,000,000 | |
$ | 900,000,000 | |
| Seventeenth | |
| June 1, 2022 | |
Senior Notes, Series Y, Due 2027 | |
$ | 600,000,000 | |
$ | 600,000,000 | |
| Eighteenth | |
| March 1, 2023 | |
Senior Notes, Series Z, Due 2028 | |
$ | 750,000,000 | |
$ | 750,000,000 | |
| Nineteenth | |
| May 1, 2023 | |
Senior Notes, Series Z, Due 2028 | |
$ | 550,000,000 | |
$ | 550,000,000 | |
| Nineteenth | |
| May 1, 2023 | |
Senior Notes, Series AA, Due 2026 | |
$ | 450,000,000 | |
$ | 450,000,000 | |
| Nineteenth | |
| May 1, 2023 | |
Senior Notes, Series BB, Due 2033 | |
$ | 800,000,000 | |
$ | 800,000,000 | |
| Twentieth | |
| November 1, 2023 | |
Senior Notes, Series CC, Due 2029 | |
$ | 800,000,000 | |
$ | 800,000,000 | |
| Twenty-First | |
| January 1, 2024 | |
Senior Notes, Series DD, Due 2027 | |
$ | 350,000,000 | |
$ | 350,000,000 | |
| Twenty-First | |
| January 1, 2024 | |
Senior Notes, Series EE, Due 2034 | |
$ | 650,000,000 | |
$ | 650,000,000 | |
| | |
| | |
Total Outstanding Principal Amount: | |
| | |
$ | 11,300,000,000 | |
The Company desires to create
two new series of Securities, in an initial aggregate principal amount of $1,400,000,000, the first series of which is to be designated
the “Senior Notes, Series FF, Due 2031” in the aggregate principal amount of $700,000,000 (the “Series FF
Notes”) and the second series of which is to be designated as the “Senior Notes, Series GG, Due 2034” in the
aggregate principal amount of $700,000,000 (the “Series GG Notes”) and all action on the part of the Company necessary
to authorize the issuance of the Series FF Notes and the Series GG Notes under the Original Indenture and this Twenty-Second
Supplemental Indenture has been duly taken.
All acts and things necessary
to make the Series FF Notes and the Series GG Notes, when executed by the Company and completed, authenticated and delivered
by the Trustee as provided in the Original Indenture and this Twenty-Second 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 TWENTY-second
SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the
premises and of the acceptance and purchase of the Series FF Notes and the Series GG 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 Series FF Notes and the Series GG Notes, as follows:
ARTICLE 1
Definitions
The use of the terms and expressions
herein is in accordance with the definitions, uses and constructions contained in the Original Indenture and (i) the form of the
Series FF Notes attached hereto as Exhibit A and (ii) the form of the Series GG Notes attached hereto as Exhibit B.
ARTICLE 2
Terms and Issuance of the Senior Notes, Series FF, Due 2031
Section 201. Issue
of Series FF Notes.
A series of Securities which
shall be designated the “Senior Notes, Series FF, Due 2031” (the “Series FF Notes”) 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 Twenty-Second Supplemental Indenture (including the form of
Series FF Note attached hereto as Exhibit A). The aggregate principal amount of the Series FF Notes that will initially
be authenticated and delivered under this Twenty-Second Supplemental Indenture shall not, except as permitted by the provisions of the
Original Indenture, exceed $700,000,000. Additional Series FF Notes, without limitation as to amount, having substantially the same
terms as the Series FF 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 Series FF Notes, and, if no interest has been paid, from
April 18, 2024) may also be issued by the Company pursuant to this Twenty-Second Supplemental Indenture without the consent of the
existing Holders of the Series FF Notes, provided that an Event of Default has not occurred and is continuing with respect to the
Series FF Notes. Such additional Series FF Notes shall be consolidated and form a part of the same series as the outstanding
Series FF Notes.
Section 202. Form of
Series FF Notes; Incorporation of Terms.
The Series FF Notes shall
be in substantially the form set forth in Exhibit A attached hereto. The terms of the Series FF Notes contained in such
form are hereby incorporated herein by reference and are made a part of this Twenty-Second Supplemental Indenture.
Section 203. Global
Security; Depositary for Global Securities.
The Series FF Notes shall
be issued initially in the form of a Global Security. The Depositary for any Global Securities of the series of which the Series FF
Notes are a part shall be The Depository Trust Company, New York, New York.
Section 204. Limitation
on Liens.
The provisions of Section 1007
of the Original Indenture shall be applicable to the Series FF Notes.
Section 205. Sale
and Leaseback Transactions.
The provisions of Section 1012
of the Original Indenture shall be applicable to the Series FF Notes.
Section 206. Place
of Payment.
The Place of Payment in respect
of the Series FF Notes shall be at the Corporate Trust Office, which, at the date hereof, is located at 500 Ross Street, 12th Floor,
Pittsburgh, Pennsylvania 15262, Attention: Corporate Trust Administration.
ARTICLE 3
Terms and Issuance of the Senior Notes, Series GG, Due 2034
Section 301. Issue
of Series GG Notes.
A series of Securities which
shall be designated the “Senior Notes, Series GG, Due 2034” (the “Series GG Notes”) 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 Twenty-Second Supplemental Indenture (including the form of
Series GG Note attached hereto as Exhibit B). The aggregate principal amount of the Series GG Notes that will initially
be authenticated and delivered under this Twenty-Second Supplemental Indenture shall not, except as permitted by the provisions of the
Original Indenture, exceed $700,000,000. Additional Series GG Notes, without limitation as to amount, having substantially the same
terms as the Series GG 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 Series GG Notes, and, if no interest has been paid, from
April 18, 2024) may also be issued by the Company pursuant to this Twenty-Second Supplemental Indenture without the consent of the
existing Holders of the Series GG Notes, provided that an Event of Default has not occurred and is continuing with respect to the
Series GG Notes. Such additional Series GG Notes shall be consolidated and form a part of the same series as the outstanding
Series GG Notes.
Section 302. Form of
Series GG Notes; Incorporation of Terms.
The Series GG Notes shall
be in substantially the form set forth in Exhibit B attached hereto. The terms of the Series GG Notes contained in such
form are hereby incorporated herein by reference and are made a part of this Twenty-Second Supplemental Indenture.
Section 303. Global
Security; Depositary for Global Securities.
The Series GG Notes shall
be issued initially in the form of a Global Security. The Depositary for any Global Securities of the series of which the Series GG
Notes are a part shall be The Depository Trust Company, New York, New York.
Section 304. Limitation
on Liens.
The provisions of Section 1007
of the Original Indenture shall be applicable to the Series GG Notes.
Section 305. Sale
and Leaseback Transactions.
The provisions of Section 1012
of the Original Indenture shall be applicable to the Series GG Notes.
Section 306. Place
of Payment.
The Place of Payment in respect
of the Series GG Notes shall be at the Corporate Trust Office, which, at the date hereof, is located at 500 Ross Street, 12th Floor,
Pittsburgh, Pennsylvania 15262, Attention: Corporate Trust Administration.
ARTICLE 4
Section 401. Redemption
of Series FF Notes
Prior to the Series FF
Notes Par Call Date (defined below), the Company may redeem the Series FF Notes at its option, in whole or in part, at any time and
from time to time, on not less than 10 nor more than 60 days’ prior written notice mailed (or delivered by electronic transmission
in accordance with the applicable procedures of DTC) to the holders of the Series FF Notes, at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest on
the Series FF Notes to be redeemed discounted to the redemption date (assuming the Series FF Notes matured on the Series FF
Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
herein) plus 20 basis points less (b) interest accrued to the date of redemption, and |
| · | 100% of the principal amount of the Series FF Notes to be redeemed, |
plus, in either case, accrued
and unpaid interest thereon to, but excluding, the redemption date.
On or after the Series FF
Notes Par Call Date (defined below), the Company may redeem the Series FF Notes, in whole or in part, at any time and from time to
time, at a redemption price equal to 100% of the principal amount of the Series FF Notes being redeemed plus accrued and unpaid interest
thereon to, but excluding, the redemption date.
Section 402. Redemption
of Series GG Notes
Prior to the Series GG
Notes Par Call Date (defined below), the Company may redeem the Series GG Notes at its option, in whole or in part, at any time and
from time to time, on not less than 10 nor more than 60 days’ prior written notice mailed (or delivered by electronic transmission
in accordance with the applicable procedures of DTC) to the holders of the Series GG Notes, at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
| · | (a) the sum of the present values of the remaining scheduled payments of principal and interest on
the Series GG Notes to be redeemed discounted to the redemption date (assuming the Series GG Notes matured on the Series GG
Notes Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
herein) plus 25 basis points less (b) interest accrued to the date of redemption, and |
| · | 100% of the principal amount of the Series GG Notes to be redeemed, |
plus, in either case, accrued
and unpaid interest thereon to, but excluding, the redemption date.
On or after the Series GG Notes Par Call
Date (defined below), the Company may redeem the Series GG Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the Series GG Notes being redeemed plus accrued and unpaid interest thereon to, but
excluding, the redemption date.
Section 403. Definitions
Applicable to Redemption Provisions.
As used in this Article Four:
“Series FF Notes
Par Call Date” means, February 15, 2031 (the date that is two months prior to the maturity date of the Series FF Notes).
“Series GG Notes
Par Call Date” means, April 15, 2034 (the date that is three months prior to the maturity date of the Series GG Notes).
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities - Treasury constant
maturities - Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period
from the redemption date to, in the case of the Series FF Notes, the Series FF Notes Par Call Date, or, in the case of the Series GG
Notes, the Series GG Notes Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant
maturity on H.15 exactly equal to the Remaining Life, the two yields - one yield corresponding to the Treasury constant
maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than
the Remaining Life - and shall interpolate to, in the case of the Series FF Notes, the Series FF Notes Par Call
Date, or, in the case of the Series GG Notes, the Series GG Notes Par Call Date on a straight-line basis (using the actual number
of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity
on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity
date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day
preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to in the case of the Series FF Notes,
the Series FF Notes Par Call Date, or, in the case of the Series GG Notes, the Series GG Notes Par Call Date, as applicable.
If there is no United States Treasury security maturing on in the case of the Series FF Notes, the Series FF Notes Par Call
Date, or, in the case of the Series GG Notes, the Series GG Notes Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Series FF Notes Par Call Date or the Series GG Notes Par Call Date,
as applicable, one with a maturity date preceding the Series FF Notes Par Call Date or the Series GG Notes Par Call Date, as
applicable, and one with a maturity date following the Series FF Notes Par Call Date or the Series GG Notes Par Call Date, as
applicable, the Company shall select the United States Treasury security with a maturity date preceding in the case of the Series FF
Notes, the Series FF Notes Par Call Date, or, in the case of the Series GG Notes, the Series GG Notes Par Call Date. If
there are two or more United States Treasury securities maturing on in the case of the Series FF Notes, the Series FF Notes
Par Call Date, or, in the case of the Series GG Notes, the Series GG Notes Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such
United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of
this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of
the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.
Our actions and determinations
in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no
responsibility to calculate the redemption price.
Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days
but not more than 60 days before the redemption date to each holder of Series FF Notes or Series GG Notes, as applicable, to
be redeemed.
In the case of a partial redemption,
selection of the Series FF Notes or the Series GG Notes, as applicable, for redemption will be made by lot or pursuant to the
applicable depositary’s procedures. No notes of a principal amount of $2,000 or less will be redeemed in part. If any Series FF
Note or Series GG Note is to be redeemed in part only, the notice of redemption that relates to such Series FF Note or Series GG
Note will state the portion of the principal amount of the Series FF Note or Series GG Note, as applicable, to be redeemed.
A new Series FF Note or Series GG Note, as applicable, in a principal amount equal to the unredeemed portion of the Series FF
Note or Series GG Note, as applicable, will be issued in the name of the holder of the Series FF Note or Series GG Note,
as applicable, upon surrender for cancellation of the original Series FF Note or Series GG Note, as applicable. For so long
as the Series FF Notes or Series GG Notes, as applicable, are held by DTC (or another depositary), the redemption of the Series FF
Notes or Series GG Notes, as applicable, shall be done in accordance with the policies and procedures of the depositary.
On and after the redemption
date interest will cease to accrue on the Series FF Notes or Series GG Notes, as applicable, or portions thereof called for
redemption. Prior to any redemption date, the Company is required to deposit with a paying agent money sufficient to pay the redemption
price of and accrued interest on the Series FF Notes or the Series GG Notes, as applicable, to be redeemed on such date.
Any redemption may, at the
Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, the completion or occurrence
of a related transaction or event, as the case may be, and any notice of redemption made in connection with a related transaction or event
may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. If such redemption is subject to satisfaction
of one or more conditions precedent, such notice will describe each such condition, and if applicable, will state that, at the Company’s
discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was
mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Company in its
sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions
are not satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date as so delayed, or
that such notice may be rescinded at any time in the Company’s discretion if in its good faith judgment any or all of such conditions
will not be satisfied. If any such condition precedent has not been satisfied, the Company shall provide written notice prior to the close
of business on the business day immediately prior to the redemption date. Upon receipt of such notice, the notice of redemption shall
be rescinded or delayed, and the redemption of the Series FF Notes or the Series GG Notes, as applicable, shall be rescinded
or delayed as provided in such notice.
ARTICLE 5
Provisions of the Original Indenture Solely Applicable to the Series FF Notes and Series GG Notes
Section 501. Section 101
of the Original Indenture.
Solely with respect to the
Series FF Notes and Series GG Notes, the following definition shall be added after the definition of “Discharged”
in Section 101:
““Electronic
Means” means the following communications methods: e-mail, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for
use in connection with its services hereunder.”
Section 502. Section 105
of the Original Indenture.
Solely with respect to the
Series FF Notes and Series GG Notes, the following paragraph shall be added at the end of Section 105:
“The Trustee
shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given
pursuant to this Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee an incumbency
certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing
specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person is to
be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in
its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.
The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the
Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate
provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized
Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard
the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company.
The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon
and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction.
The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including
without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties;
(ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the
Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that
the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable
degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.”
Section 503. Section 401
of the Original Indenture.
Section 401 of the Original
Indenture shall not apply to the Series FF Notes or the Series GG Notes. Section 401 of the Original Indenture is hereby
amended in its entirety with respect to the Series FF Notes and Series GG Notes to state:
“SECTION 401. Satisfaction
and Discharge of Indenture.
This Indenture shall
upon Company Request cease to be of further effect, and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when
| (1) | either (A) all Securities theretofore authenticated and delivered (other than (x) Securities
which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 hereof and (y) Securities
for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to
the Company or discharged from such trust, as provided in Section 1003 hereof) have been delivered to the Trustee for cancellation;
or (B) all such Securities not theretofore delivered to the Trustee for cancellation have become due and payable and the Company
has irrevocably deposited or caused to be irrevocably deposited (in each case except as provided in Section 402(c) hereof and
the last paragraph of Section 1003 hereof) with the Paying Agent or with the Trustee as trust funds in trust for the purpose an amount
of money sufficient to pay and discharge, or has otherwise paid, the entire Indebtedness on such Securities for principal and interest,
if any; |
| (2) | the Company has paid or caused to be paid all other sums payable hereunder by the Company; and |
| (3) | the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied
with; |
provided, however,
that if the Trustee or any Paying Agent is required to return any money deposited with it as described in this Section 401 to the
Company or its representative under any applicable Federal or state bankruptcy, insolvency or similar law, this Indenture shall retroactively
be deemed not to have been satisfied and discharged and automatically shall be reinstated and shall remain in full force and effect without
any further action, but the Company shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and
acknowledge the same.
Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607 hereof, the obligations
of the Trustee to any Authenticating Agent under Section 614 hereof and, if money shall have been deposited with the Paying Agent
or the Trustee pursuant to subclause (B) of clause (1) of this Section 401, the obligations of the Company and the Trustee
under Sections 401, 402, 1002 and 1003 hereof shall survive.”
SECTION 504. Section 403
of the Original Indenture.
Section 403
of the Original Indenture shall not apply to the Series FF Notes or the Series GG Notes. Section 403 of the Original Indenture
is hereby amended in its entirety with respect to the Series FF Notes and Series GG Notes to state:
“SECTION 403. Satisfaction,
Discharge and Defeasance of the Notes.
The Company shall
be deemed to have paid and Discharged the entire Indebtedness on all the Outstanding Notes upon the deposit referred to in subparagraph
(1) hereof, and the provisions of this Indenture, as they relate to such Outstanding Notes, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall at Company Request execute proper instruments acknowledging the same), except as to:
| (a) | the rights of Holders of the Notes to receive, from the trust funds described in subparagraph (1) hereof,
payment of the principal of (and premium, if any) or interest, if any, on the Outstanding Notes on the Stated Maturity; or to and including
the Redemption Date irrevocably designated by the Company pursuant to subparagraph (4) hereof; |
| (b) | the Company's obligations with respect to such Notes under Sections 305, 306, 1002 and 1003 hereof and,
if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof, Sections 1101, 1104 and 1106
hereof as they apply to such Redemption Date; |
| (c) | the Company's obligations with respect to the Trustee under Section 607 hereof; and |
| (d) | the rights, powers, trust and immunities of the Trustee hereunder and the duties of the Trustee under
Section 402 hereof and, if the Company shall have irrevocably designated a Redemption Date pursuant to subparagraph (5) hereof,
Article 11 and the duty of the Trustee to authenticate Notes on registration of transfer or exchange; |
provided that, the
following conditions shall have been satisfied:
| (1) | the Company has irrevocably deposited or caused to be irrevocably deposited (in each case except as provided
in Section 402(c) hereof and the last paragraph of Section 1003 hereof) with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, an amount of (i) money, or (ii) U.S.
Government Obligations or a combination of money and U.S. Government Obligations, in each case sufficient, in the opinion of a nationally
recognized firm of independent certified public accountants expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which the Trustee shall be instructed to apply to pay and discharge, the principal of and interest, if any, on
the Notes on the Stated Maturity or to and including the Redemption Date irrevocably designated by the Company pursuant to subparagraph
(4) hereof; provided, however, that (A) all money and U.S. Government Obligations deposited pursuant to this Section 403
shall be denominated in U.S. Dollars; and (B) U.S. Government Obligations shall be valued at the amount of money that they will provide
through the payment of principal and interest in respect thereof in accordance with their terms no later than one day prior to the Stated
Maturity or such Redemption Date, and shall not contain provisions permitting the redemption or other prepayment at the option of the
issuer thereof prior to the Stated Maturity or such Redemption Date; |
| (2) | no Event of Default or event which with notice or lapse of time would become an Event of Default (including
by reason of such deposit) with respect to the Notes shall have occurred and be continuing on the date of such deposit; |
| (3) | the Company has delivered to the Trustee an unqualified opinion, in form and substance reasonably acceptable
to the Trustee, of independent counsel of national standing selected by the Company and satisfactory to the Trustee to the effect that
(i) Holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of the deposit, defeasance
and discharge, which opinion shall be based on a change in law or a ruling by the U.S. Internal Revenue Service after the date hereof
and (ii) the defeasance trust is not, or is registered as, an investment company under the Investment Company Act of 1940; |
| (4) | if the Company has deposited or caused to be deposited money or U.S. Government Obligations to pay or
discharge the principal of (and premium, if any) and interest, if any, on the Outstanding Securities of a series to and including a Redemption
Date on which all of the Outstanding Securities of such series are to be redeemed, such Redemption Date shall be irrevocably designated
by a Board Resolution delivered to the Trustee on or prior to the date of deposit of such money or U.S. Government Obligations, and such
Board Resolution shall be accompanied by an irrevocable Company Request that the Trustee give notice of such redemption in the name and
at the expense of the Company not less than 30 nor more than 60 days prior to such Redemption Date in accordance with Section 1104
hereof; |
| (5) | the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the satisfaction and discharge of the Securities have been complied
with. |
The condition set
forth in clause (i) of subparagraph (3) hereof shall not apply if the Company shall have complied with the remaining conditions
of subparagraphs 1-5 hereof as of a date which is no more than 60 days prior to the maturity date.
Anything herein
to the contrary notwithstanding, (a) if the Trustee or any Paying Agent is required to return any money or U.S. Government Obligations
deposited with it pursuant to this Section 403 to the Company or its representative under any Federal or state bankruptcy, insolvency
or similar law, such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the
Company’s Indebtedness in respect thereof shall retroactively be deemed not to have been effected, and such Security shall be deemed
to remain Outstanding and the provisions of the Indenture relating to such Security shall be reinstated and shall remain in full force
and effect and (b) any satisfaction and discharge of the Company’s Indebtedness in respect of any Security shall be subject
to the provisions of the last paragraph of Section 1003.”
Section 505. Section 1009
of the Original Indenture.
Subparagraph (1) of Section 1009
of the Original Indenture shall not apply to the Series FF Notes or the Series GG Notes. Subparagraph (1) of Section 1009
of the Original Indenture is hereby amended in its entirety with respect to the Series FF Notes and Series GG Notes to state:
“the Company
has irrevocably deposited or caused to be irrevocably deposited (in each case except as provided in Section 402(c) hereof and
the last paragraph of Section 1003 hereof) with the Trustee (specifying that each deposit is pursuant to this Section 1009)
as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Notes, an amount
of (i) money or (ii) U.S. Government Obligations or a combination of money and U.S. Government Obligations, in each case sufficient,
in the opinion of a nationally recognized firm of independent certified public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which the Trustee shall be instructed to apply to pay and discharge, the principal
of and each installment of principal and interest, if any, on the Notes on the Stated Maturity of such principal or to and including the
Redemption Date irrevocably designated by the Company pursuant to subparagraph (4) of this Section 1009; provided, however,
that (A) all money and U.S. Government Obligations deposited pursuant to this Section 1009 shall be denominated in U.S. Dollars;
and (B) U.S. Government Obligations shall be valued at the amount of money that they will provide through the payment of principal
and interest in respect thereof in accordance with their terms no later than one day prior to the Stated Maturity or such Redemption Date
and shall not contain provisions permitting the redemption or other prepayment at the option of the issuer thereof prior to the Stated
Maturity;”
ARTICLE 6
Miscellaneous
Section 601. Execution
as Supplemental Indenture.
This Twenty-Second Supplemental
Indenture is executed and shall be construed as an indenture supplemental to the Original Indenture and, as provided in the Original Indenture,
this Twenty-Second Supplemental Indenture forms a part thereof.
Section 602. 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 Twenty-Second Supplemental Indenture by
any of the provisions of the Trust Indenture Act, such required provision shall control.
Section 603. Effect
of Headings.
The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.
Section 604. Successors
and Assigns.
All covenants and agreements
by the Company in this Twenty-Second Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.
Section 605. Separability
Clause.
In case any provision in this
Twenty-Second Supplemental Indenture or in the Series FF Notes or the Series GG 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 606. Benefits
of Twenty-Second Supplemental Indenture.
Nothing in this Twenty-Second
Supplemental Indenture or in the Series FF Notes or the Series GG 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 Twenty-Second Supplemental Indenture.
Section 607. Trustee.
The Trustee shall have no
responsibility for the recitals contained in this Twenty-Second Supplemental Indenture, all of which shall be taken as the statements
of the Company, or for the validity or sufficiency of this Twenty-Second Supplemental Indenture. In acting hereunder, the Trustee shall
have the rights, protections and immunities granted to it under the Original Indenture.
Section 608. Governing
Law.
This Twenty-Second Supplemental
Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 609. Execution
and Counterparts.
This Twenty-Second 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 610. 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 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.
Section 611. Certain
Tax Matters.
The Trustee shall be entitled
to deduct FATCA Withholding Tax, and shall have no obligation to gross-up any payment thereunder or to pay any additional amount as a
result of such FATCA Withholding Tax. The Company hereby covenants with the Trustee that it will provide the Trustee with sufficient information
so as to enable the determination of whether any payments pursuant to this Twenty-Second Supplemental Indenture are subject to the withholding
requirements described in Section 1471(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)
or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations
thereof (“FATCA Withholding Tax”).
Section 612. Economic
Sanctions.
(a) The
Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers are the target or subject
of any sanctions enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the US Department
of the Treasury or the US Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury,
or other relevant sanctions authority (collectively “Sanctions”);
(b) The
Company covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers will directly or indirectly
use any payments made pursuant to this Twenty-Second Supplemental Indenture, (i) to fund or facilitate any activities of or business
with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate
any activities of or business with any country or territory that is the target or subject of Sanctions, or (iii) in any other manner
that will result in a violation of Sanctions by any person.
IN WITNESS WHEREOF, the parties
hereto have caused this Twenty-Second Supplemental Indenture to be duly executed, all as of the day and year first above written.
| |
EVERSOURCE ENERGY |
| |
|
| |
By: |
/s/
Emilie G. O’Neil |
| |
|
Emilie G. O’Neil |
| |
|
Assistant Treasurer |
| |
|
| |
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N. A., |
| |
as Trustee |
| |
|
| |
By: |
/s/ Michael C. Jenkins |
| |
|
Michael C. Jenkins |
| |
|
Vice President |
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 Eversource
Energy 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.
EVERSOURCE
ENERGY
SENIOR
NOTES, SERIES FF, DUE 2031
| CUSIP NO. 30040WBA5 | $__________ |
No. ____
EVERSOURCE ENERGY, a voluntary
association duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”, which term
includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of ________________________ ($__________) on April 15, 2031 (the “Final Maturity”),
and to pay interest thereon from April 18, 2024 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2024, at
the rate of 5.85% per annum, until the principal hereof is paid or made available for payment and, subject to the terms of the Indenture,
at the same rate 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, the 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 New York, New York or in Pittsburgh, Pennsylvania 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
at the Corporate Trust Office of the Trustee in Pittsburgh, Pennsylvania, 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 or electronic 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]
EVERSOURCE
ENERGY
SENIOR
NOTES, SERIES FF, DUE 2031
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 April 1, 2002, as amended and supplemented from time to time and as supplemented by
the Twenty-Second Supplemental Indenture dated as of April 1, 2024 (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 Mellon Trust Company, N.A., formerly
known as The Bank of New York Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (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, initially 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 ten (10) 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. If the Company elects
to redeem the Securities, it will do so at a Redemption Price set forth in Section 401 of the Twenty-Second Supplemental Indenture
between the Company and the Trustee, dated April 1, 2024, which established the terms of the Securities.
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.
The Securities of the series
of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000 thereafter. 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.
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
not defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
[The remainder of this page left blank
intentionally.]
IN WITNESS WHEREOF, Eversource
Energy has caused this instrument to be duly executed.
| EVERSOURCE ENERGY |
|
| |
|
| By: |
|
|
| |
Emilie G. O’Neil |
|
| |
Assistant Treasurer |
|
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein referred to in the within mentioned Indenture.
Dated: April 18, 2024
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
Exhibit B
[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 Eversource
Energy 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.
EVERSOURCE
ENERGY
SENIOR
NOTES, SERIES GG, DUE 2034
| CUSIP NO. 30040WAZ1 | $__________ |
No. ____
EVERSOURCE ENERGY, a voluntary
association duly organized and existing under the laws of the Commonwealth of Massachusetts (the “Company”, which term
includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of ________________________ ($__________) on July 15, 2034 (the “Final Maturity”),
and to pay interest thereon from April 18, 2024 or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on January 15 and July 15 of each year, commencing on July 15, 2024, at the
rate of 5.95% per annum, until the principal hereof is paid or made available for payment and, subject to the terms of the Indenture,
at the same rate 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, the 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 New York, New York or in Pittsburgh, Pennsylvania 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
at the Corporate Trust Office of the Trustee in Pittsburgh, Pennsylvania, 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 or electronic 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]
EVERSOURCE
ENERGY
SENIOR
NOTES, SERIES GG, DUE 2034
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 April 1, 2002, as amended and supplemented from time to time and as supplemented by
the Twenty-Second Supplemental Indenture dated as of April 1, 2024 (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 Mellon Trust Company, N.A., formerly
known as The Bank of New York Trust Company, N.A. (as successor trustee to The Bank of New York), as Trustee (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, initially 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 ten (10) 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. If the Company elects
to redeem the Securities, it will do so at a Redemption Price set forth in Section 402 of the Twenty-Second Supplemental Indenture
between the Company and the Trustee, dated April 1, 2024, which established the terms of the Securities.
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.
The Securities of the series
of which this Security is a part are issuable only in registered form without coupons in minimum denominations of $2,000 and integral
multiples of $1,000 thereafter. 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.
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
not defined herein which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
[The remainder of this page left blank
intentionally.]
IN WITNESS WHEREOF, Eversource
Energy has caused this instrument to be duly executed.
| EVERSOURCE ENERGY |
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| By: |
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Emilie G. O’Neil |
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Assistant Treasurer |
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein referred to in the within mentioned Indenture.
Dated: April 18, 2024
| THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., |
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| as Trustee |
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| |
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| By: |
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Authorized Signatory |
|
