Exhibit 4.1
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 IS 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.
KEYSPAN CORPORATION
5.803% NOTE DUE 2035
PRINCIPAL AMOUNT
REGISTERED $307,200,000
CUSIP ▇▇.
▇▇▇▇▇▇▇▇▇
▇▇. ▇-▇
▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇▇▇▇▇▇
KEYSPAN 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 THREE HUNDRED SEVEN MILLION, TWO
HUNDRED THOUSAND DOLLARS or such other amount as set forth on Schedule A hereto
on April 1, 2035, and to pay interest thereon (computed on the basis of a
360-day year of twelve 30-day months), semiannually on April 1 and October 1
(the "Interest Payment Dates") of each year, commencing on October 1, 2005, at
the rate per annum specified in the title of this Note from March 31, 2005 or
the most recent Interest Payment Date to which interest had been paid or duly
provided for.
2
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 March 15 or September 15 preceding such Interest
Payment Date (the "Record Date"). 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.
Reference is hereby made to the further provisions of this Note 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 or on
behalf of JPMorgan Chase Bank, N.A. 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.
3
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: March 31, 2005
KEYSPAN CORPORATION
By:
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
[SEAL]
Attest:
By:
-------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President, Treasurer
and Chief Risk Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.
JPMORGAN CHASE BANK, N.A.,
as Trustee
By:
-----------------------------------------------
Authorized Officer
4
(Reverse of Note)
KEYSPAN CORPORATION
This Note is one of a duly authorized issue of Securities of the Company
designated as its 5.803% Notes due 2035 (the "Notes"). The Notes are one of an
indefinite number of series of debt securities of the Company (the
"Securities"), issued or issuable under and pursuant to an indenture (the
"Indenture") dated as of November 1, 2000, between the Company and JPMorgan
Chase Bank, N.A. (formerly known as JPMorgan Chase Bank, successor to 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 Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. This Note is
one of a series designated on the face hereof as initially limited (except as
provided in the Indenture) in aggregate principal amount to $307,200,000. The
Company may from time to time without notice to, or the consent of, the Holders
of the Notes, create and issue further Notes of the same series as the Notes
offered hereby ranking pari passu with the Notes in all respects (or in all
respects except for the payment of interest accruing prior to the issue date of
the new securities or except for the first payment of interest following the
issue date of the new securities) so that the new securities may be consolidated
and form a single series with the Notes and have the same terms as the Notes.
The terms of other series of Securities issued under the Indenture 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 Indenture further provides that Securities of a single series may
be issued at various times, with different maturity dates and may bear interest
at different rates.
This Note is not subject to any sinking fund.
If an Event of Default (other than an Event of Default described in Section
501(5) or 501(6) of the Indenture) with respect to the Notes shall occur and be
continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes of this series then Outstanding may
declare the aggregate principal amount of the Notes of this series due and
payable in the manner and with the effect provided in the Indenture. If an Event
of Default specified in Section 501(5) or 501(6) occurs with respect to the
Company, all of the unpaid principal amount and accrued interest thereon shall
ipso facto become and be immediately due and payable in the manner and with the
effect provided in the Indenture without any declaration or other act by the
Trustee or any Holder.
This Note may be redeemed in whole at any time or in part from time to time
at the option of the Company (such date of redemption, the "Optional Redemption
Date") at the Optional Redemption Price (as defined below) together with
interest accrued thereon to the Optional Redemption Date, on notice given not
more than 60 nor less than 30 days prior to the Optional Redemption Date.
We may redeem some of the Notes from time to time or all of the Notes at
any time, at our option, at a redemption price equal to the greater of:
5
o 100% of the principal amount of the Notes then outstanding to be redeemed;
or
o the sum of the present values of the remaining scheduled payments of
principal and interest on the Notes being redeemed (exclusive of interest
accrued to the redemption date), discounted to the redemption date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 20 basis points,
plus, in either case, accrued and unpaid interest on the principal amount being
redeemed to the redemption date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker (as defined below) as
having an actual or interpolated maturity comparable to the remaining term of
the Notes being 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.
"Comparable Treasury Price" means, with respect to any redemption date, (1)
the average of the Reference Treasury Dealer Quotations (as defined below) for
such redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (2) if we obtain fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers
(as defined below) appointed by us.
"Reference Treasury Dealer" means Citigroup Global Markets Inc., its
respective successors, and two other primary U.S. Government securities dealers
in The City of New York (a "Primary Treasury Dealer") selected by us. If any
Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, we will
substitute another Primary Treasury Dealer for that dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
us, 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 us by
such Reference Treasury Dealer at 3:30 p.m. New York time on the third business
day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on a
day count basis) of the Comparable Treasury Issue, assuming 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.
So long as the Notes are registered in the name of DTC, its nominee or a
successor depositary, if we elect to redeem less than all of the Notes, DTC's
practice is to determine by lot the amount of the interest of each direct
participant, as such term is described below, in the Notes to be redeemed. At
all other times, the trustee shall determine, in such manner as it deems fair
and appropriate, the Notes, or portions of them, to be redeemed.
6
Notice of redemption shall be given by mail not less than 30 nor more than
60 days prior to the date fixed for redemption to the holders of Notes to be
redeemed, which, as long as the Notes are held in the book-entry only system,
will be DTC, its nominee or a successor depositary. On and after the date fixed
for redemption (unless we default in the payment of the redemption price and
interest accrued thereon to such date), interest on the Notes, or the portions
of them so called for redemption, shall cease to accrue.
The Indenture permits, with certain exceptions as therein provided, the
Company 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, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any manner
the rights of the Holders of the Securities of such series; provided, however,
that no such supplemental indenture shall, among other things, (i) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or interest
thereon, if any, or any premium payable upon redemption thereof, or (ii) change
the Place of Payment on any Security or the currency or currency unit in which
any Security or the principal or interest thereon is payable; impair the right
to institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof; or reduce or alter the method of computation of any amount
payable upon redemption, repayment or purchase of any Securities by the Company
(or the time when such redemption, repayment or purchase may be made); or reduce
the percentage in principal amount of the Securities, the Holders of which are
required to consent to any supplemental indenture, without the consent of the
Holder of each Security 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 with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences with respect to such series, except a default in the payment
of principal of or interest, if any, on any Security of that series or a default
with respect to a covenant or provision of the Indenture which cannot be amended
without the consent of such Holder.
The Notes are issuable only in registered form without coupons in
denominations 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 depositary and a successor depositary is not appointed by
the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, (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 and in an equal aggregate
principal amount. Such definitive Notes shall be registered in such name or
names as the Depositary shall instruct the Trustee.
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
7
transfer in form satisfactory to the Company and the Security Registrar 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 will be issued to the designated transferee or
transferees.
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.
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 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
Trustee nor any such agent shall be affected by notice to the contrary.
Certain of the Company's obligations under the Indenture with respect to
Notes, may be terminated if the Company 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.
No recourse shall be had for the payment of the principal of (and premium,
if any), or the interest, if any, on this Note, or for any claim based thereon,
or upon any obligation, covenant or agreement of the Company in the Indenture,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, whether by
virtue of any constitution, statute or rule of law or by the enforcement of any
assessment of penalty or otherwise; and all such personal liability is expressly
released and waived as a condition of, and as part of the consideration for, the
issuance of this Note.
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.
8
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.
9
SCHEDULE A: INCREASES OR DECREASES IN GLOBAL NOTE
The initial principal amount at maturity of this Note shall be
$307,200,000. The following increases or decreases in this Global Note have been
made:
Principal Amount of Signature of
Amount of decrease in Amount of increase in this Global Note authorized officer
Principal Amount of Principal Amount of following such of Trustee or Note
Date this Global Note this Global Note decrease or increase Custodian
-----------------------------------------------------------------------------------------------------------------
