EXHIBIT 4
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 PRINCIPAL AMOUNT
No. FX-1 CUSIP No. 00000XXX0 U.S. $400,000,000
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
February 1, 2000 7 7/8% February 1, 2010
INTEREST PAYMENT REGULAR RECORD DATE:
DATES: February 1 and Close of business on the 15th
August 1, commencing calendar day preceding the
August 1, 2000 interest payment date
OPTIONAL REPAYMENT ADDENDUM
DATE(S): ATTACHED:
Not Applicable Yes
x No
DENOMINATIONS: OTHER PROVISIONS:
$1,000 and integral multiples Not Applicable
thereof
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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 U.S. FOUR HUNDRED MILLION
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
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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
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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., X.X. Xxxxxx 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.
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"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
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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.
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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: February 1, 2000
KEYSPAN GAS EAST CORPORATION
By: ______________________________
Name:
Title:
Attest:
By: ______________________________
Name:
Title:
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: ______________________________
Authorized Officer
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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
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s)
and transfer(s) unto (insert Taxpayer Identification No.) ______________________
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(Please print or typewrite name and address including postal zip code of
assignee)
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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.
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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,
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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.
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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: February 1, 2000
KEYSPAN CORPORATION
By: ___________________________________
Name:
Title:
