KEYSPAN GAS EAST CORPORATION
GLOBAL MEDIUM-TERM NOTE, SERIES A
THIS NOTE 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 THEREOF.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST
COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), 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.
REGISTERED CUSIP No. 00000XXX0 PRINCIPAL AMOUNT
No. FX-2 U.S. $125,000,000
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
January 19, 2001 6.900% January 15, 2008
INTEREST PAYMENT REGULAR RECORD DATE:
DATES: January 15 and Close of business on the 15th calendar
July 15, commencing day preceding the interest payment date
July 15, 2001
OPTIONAL REPAYMENT DATE(S): ADDENDUM ATTACHED:
Not Applicable Yes
X No
DENOMINATIONS: OTHER PROVISIONS:
$1,000 and integral multiples thereof Not Applicable
KEYSPAN GAS EAST CORPORATION, a New York corporation (the
"Issuer" or the "Company," which terms include any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises to
pay to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED
TWENTY-FIVE MILLION U.S. DOLLARS on the Stated Maturity specified above (except
to the extent redeemed or repaid prior to the Stated Maturity), and to pay
interest thereon at the Interest Rate per annum specified above, until the
principal hereof is paid or duly made available for payment. Reference herein to
"this Note", "hereof", "herein" and comparable terms shall include an Addendum
hereto if an Addendum is specified above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Stated Maturity or any
Redemption Date or Optional Repayment Date (as defined below) (the date of each
such Stated Maturity, Redemption Date and Optional Repayment Date and the date
on which principal or an installment of principal is due and payable by
declaration of acceleration pursuant to the Indenture being referred to
hereinafter as a "Maturity" with respect to principal payable on such date);
provided, however, that if the Original Issue Date is between a Regular Record
Date (as defined below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date. Unless otherwise specified above, the "Regular Record Date"
shall be the date 15 calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date. Interest on this Note will accrue from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for or, if no interest has been paid, from the Original Issue
Date specified above, to, but excluding such Interest Payment Date. If the
Maturity or an Interest Payment Date falls on a day which is not a Business Day,
the payment due on such Maturity or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity or Interest Payment Date, as the case may be, and no interest shall
accrue with respect to such payment for the period from and after such Maturity
or Interest Payment Date. 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 Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein called
"Defaulted Interest"), shall forthwith cease to be payable to the registered
Holder on such Regular Record Date, and may be paid to the Person in whose name
this Note (or one or more Predecessor Securities) 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 the Holder of this
Note not less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner, all as more fully provided in the
Indenture.
The Notes are, and all other Securities issued under the
Indenture will be, unconditionally guaranteed as to payment of principal (and
premium, if any), interest, if any, and additional amounts, if any, by KeySpan
Corporation, a New York corporation (the "Guarantor").
Payment of the principal of (and premium, if any) and interest
on this Note will be made at the office or agency of the Company maintained by
the Company for such 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.
Unless the certificate of authentication hereon has been
executed by or on behalf of The Chase Manhattan Bank, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series A (the "Notes"). The Securities are issued and to be
issued under an indenture (the "Indenture") dated as of December 1, 1999,
between the Company, the Guarantor and The Chase Manhattan Bank (herein called
the "Trustee," which term includes any successor Trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the Company, the
Guarantor, the Trustee and the Holders of the Notes and the terms upon which the
Notes are to be authenticated and delivered. The terms of other Notes may vary
with respect to interest rates or interest rate formulas, issue dates, maturity,
redemption, repayment, currency of payment and otherwise as provided in the
Indenture.
The Notes are issuable only in registered form without coupons
in denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes as requested by the Holder surrendering the same. If
(x) the Depositary is at any time unwilling or unable to continue as depository
and a successor depository is not appointed by the Company within 90 days, (y)
the Company delivers to the Trustee a Company Order to the effect that this Note
shall be exchangeable or (z) an Event of Default has occurred and is continuing
with respect to the Notes, this Note shall be exchangeable for Notes in
definitive form of like tenor and in an equal aggregate principal amount, in
authorized denominations. Such definitive Notes shall be registered in such name
or names as the Depositary shall instruct the Trustee. If definitive Notes are
so delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the
Holder prior to its Stated Maturity on any Holder's Optional Repayment Date(s),
if any, indicated above. If no Optional Repayment Dates are set forth above,
this Note may not be so repaid at the option of the Holder hereof prior to the
Stated Maturity. On any Optional Repayment Date this Note shall be repayable in
whole or in part in an amount equal to $1,000 or any integral multiple thereof
(provided that any remaining principal amount shall be an authorized
denomination) at the option of the Holder hereof at a repayment price equal to
100% of the principal amount to be repaid, together with interest thereon
payable to the date of repayment. For this Note to be repaid in whole or in part
at the option of the Holder hereof, this Note must be received, with the form
entitled "Option to Elect Repayment" below duly completed, by the Trustee at its
office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such
address which the Company shall from time to time notify the Holder hereof
("Corporate Trust Office"), not more than 60 nor less than 30 days prior to an
Optional Repayment Date. This Note must be received by the Trustee by 5:00 P.M.,
New York City time, on the last day for giving such notice. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
payment of this Note in part only, a new Note for the unpaid portion hereof
shall be issued in the name of the Holder hereof upon the surrender hereof.
This Note will be redeemable at the option of the Issuer, in
whole at any time or in part from time to time ( each such date of redemption, a
"Redemption Date") prior to its Stated Maturity, at a redemption price equal to
the greater of (i) 100% of its principal amount and (ii) the sum, as determined
by the Independent Investment Banker, of the present value of the principal
amount and the remaining scheduled payments of interest on the notes to be
redeemed, discounted from their scheduled payment dates to the Redemption Date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Adjusted Treasury Rate, plus accrued but unpaid interest thereon
to the Redemption Date.
"Adjusted Treasury Rate" means, with respect to any
Redemption Date, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, calculated on the third Business Day
preceding such Redemption Date using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 25 basis points.
"Comparable Treasury Issue" means the United States Treasury
security selected by the Independent Investment Banker as having a maturity
comparable to the remaining term of the notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such notes to be redeemed.
"Comparable Treasury Price" means, with respect to any
redemption date, the average of the Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Trustee after consultation with the Issuer.
"Reference Treasury Dealers" means Xxxxxxx Xxxxx Government Securities
Inc., Chase Securities Inc. and Xxxxxxx Xxxxx Xxxxxx Inc. or their affiliates
which are primary U.S. Government securities dealers, and their respective
successors and any other primary U.S. Government securities dealers in New York
City (each a "Primary Treasury Dealer") selected by the Issuer in addition to,
or in substitution for, such firms; provided, however, that if any of the
foregoing shall cease to be a Primary Treasury Dealer, the Issuer will
substitute another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.
Interest on this Note will accrue from, and including, the
Original Issue Date indicated above, or the most recent date to which interest
has been paid or duly provided for, to, but excluding, the related Interest
Payment Date or Maturity, as the case may be, at the Interest Rate per annum
stated above until the principal amount hereof is paid or made available for
payment. Unless otherwise specified above, interest will be computed on the
basis of a 360-day year of twelve 30-day months for the period specified
hereunder.
Any provision contained herein with respect to the calculation
of the interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto if
so specified above or as set forth under "Other Provisions" if so set forth
above.
If an Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the principal of all the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture. If the principal of any Original Issue Discount Note is
declared to be due and payable immediately, the amount of principal due and
payable with respect to such Note shall be limited to the amount equal to (i)
the sum of the aggregate principal amount of such Note multiplied by the price
(expressed as a percentage of the aggregate principal amount) at which such Note
will be issued (the "Issue Price") plus (ii) the original issue discount accrued
from the date of issue to the date of declaration, which accrual shall be
calculated using the "interest method" computed in accordance with generally
accepted accounting principals in effect on the date of declaration. An
"Original Issue Discount Note" means (i) a Note, including any zero-coupon Note,
that has a stated redemption price at maturity that exceeds the initial offering
price to the public at which a substantial amount of an offering is sold by at
least 0.25% of its principal amount multiplied by the number of full years from
the Original Issue Date to the stated Maturity for such Note and which is
designated as an Original Issue Discount Note in the terms of such Note pursuant
to the Indenture, and (ii) any other Note designated by the Company as issued
with original issue discount for United States federal income tax purposes.
The Indenture permits, with certain exceptions as therein
provided, the amendment or modification thereof at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of more than 50% in
principal amount of the Securities at the time outstanding of each series issued
under the Indenture to be affected thereby. The Indenture also contains
provisions permitting the Holders of more than 50% in principal amount of the
Securities of each series at the time outstanding, on behalf of the Holders of
all the Securities of that series, to waive compliance by the Company and the
Guarantor with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences with respect to such series. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note 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
Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest on this Note at the time, place and rate, and in the coin or
currency, herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the same
aggregate principal amount, and having endorsed thereon a Guarantee duly
executed by the Guarantor, will be issued to the designated transferee or
transferees.
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 Note for registration of
transfer, the Company, the Guarantor, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Company, the Guarantor, the Trustee nor any such agent shall be affected by
notice to the contrary.
Certain of the Company's and the Guarantor's obligations under
the Indenture with respect to Notes, may be terminated if the Company or the
Guarantor irrevocably deposits with the Trustee money or Government Obligations
sufficient to pay and discharge the entire indebtedness on all Notes, as
provided in the Indenture.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: January 19, 2001
KEYSPAN GAS EAST CORPORATION
By: /s/Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Treasurer
Attest:
By: Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Controller and Chief
Accounting Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: /s/ Xxxxxxxx Xxxxxxxx
Authorized Officer
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to the principal amount hereof together with interest to
the repayment date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on the face
of this Note, this Note with this "Option to Elect Repayment" form duly
completed. This Note notice must be received by the Trustee by 5:00 P.M., New
York City time, on the last day for giving such notice.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be in an amount equal to $1,000
or an integral multiple thereof, provided that any remaining principal amount is
equal to an authorized denomination) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be in an amount equal to
an authorized denomination) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
$ ----------------------- ---------------------------------------------
NOTICE: The signature on this Option to Elect
Date_____________________ Repayment must correspond with the
name as written upon the face of
this Note in every particular,
without alteration or enlargement or
any change whatever
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing ________________________________________ attorney to transfer said
Note on the books of the Company with full power of substitution in the
premises.
Date: ------------- -------------------------------------------------------
NOTICE: The signature of the registered Holder to this
assignment must correspond with the name as written
upon the face of the within instrument in every
particular, without alteration or enlargement or any
change whatsoever.
GUARANTEE
FOR VALUE RECEIVED, KEYSPAN CORPORATION, a New York
corporation (the "Guarantor"), hereby fully and unconditionally guarantees to
each Holder of a Note authenticated and delivered by the Trustee, and to the
Trustee on behalf of each such Holder, the due and punctual payment of the
principal of (and premium, if any) and interest, if any, on each such Note, the
due and punctual payment of any sinking fund payments provided for pursuant to
the terms of such Note and the payment of any additional amounts when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Note and of the Indenture, dated as of December 1, 1999
(the "Indenture") by and among KeySpan Gas East Corporation (the "Issuer" or the
"Company"), the Guarantor and The Chase Manhattan Bank, as Trustee (the
"Trustee"). In case of the failure of the Company punctually to make any such
payment of principal (or premium, if any) or interest, if any, or sinking fund
payment or payment of additional amounts, the Guarantor hereby agrees to cause
any such payment to be made punctually when and as the same shall become due and
payable, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise, and as if such payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of such Note or the Indenture, the absence of any action to
enforce the same, any waiver or consent by the Holder of such Note or by the
Trustee with respect to any provisions thereof or of the Indenture, the
obtaining of any judgment against the Company or any action to enforce the same
or any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a guarantor. The Guarantor hereby waives the benefits of
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Note or the indebtedness evidenced thereby or with respect to any sinking fund
payment required pursuant to the terms of such Note and all demands whatsoever,
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and in this Guarantee.
This Guarantee is a guarantee of payment and not collection. If the Trustee or
the Holder of any Note is required by any court or otherwise to return to the
Company or the Guarantor, or any custodian, receiver, liquidator, trustee,
sequestrator or other similar official acting in relation to the Company or the
Guarantor, any amount paid to the Trustee or such Holder in respect of a Note,
this Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect. The Guarantor further agrees, to the fullest extent that
it lawfully may do so, that, as between the Guarantor on the one hand, and the
Holders and the Trustee, on the other hand, the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article V of the Indenture
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition extant under any applicable bankruptcy law preventing such
acceleration in respect of the obligations guaranteed hereby.
The Guarantor shall be subrogated to all rights of the Holders
of the Notes of a particular series against the Company in respect of any amount
paid by the Guarantor on account of such Note pursuant to the provisions of this
Guarantee or the Indenture; provided, however, that the Guarantor shall not be
entitled to enforce or to receive any payments arising out of, or based upon,
such right of subrogation until the principal of (and premium, if any) and
interest, if any, on all Notes of such series issued hereunder shall have been
paid in full.
The Guarantor hereby certifies and warrants that all acts,
conditions and things required to be done and performed and to have happened
prior to the creation and issuance of this Guarantee and to constitute the same
as the legal, valid and binding obligation of the Guarantor enforceable in
accordance with its terms, have been done and performed and have happened in due
and strict compliance with applicable laws.
The delivery of any Note by the Trustee, after the
authentication thereof, shall constitute due delivery of this Guarantee endorsed
thereon on behalf of the Guarantor. The Guarantor hereby agrees that this
Guarantee shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of this Guarantee.
This Guarantee shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Guarantee which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, KEYSPAN CORPORATION has caused this
Guarantee to be duly executed in its corporate name by the facsimile signature
of one of its officers thereunto duly authorized and has caused a facsimile of
its corporate seal to be affixed hereunto or imprinted or otherwise reproduced
hereon.
Dated as of: January 19, 2001
KEYSPAN CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title:Vice-President, Controller
& Chief Accounting Offifcer
