EXHIBIT 4.15
FOURTH SUPPLEMENTAL INDENTURE
from
YANKEE GAS SERVICES COMPANY
to
FLEET NATIONAL BANK
TRUSTEE
------------------------
Dated as of April 1, 1997
Supplemental to Indenture of Mortgage
and Deed of Trust from
Yankee Gas Services Company to
Fleet National Bank (formerly known as
The Connecticut National Bank), Trustee,
dated as of July 1, 1989
------------------------
FOURTH SUPPLEMENTAL INDENTURE
- -----------------------------
FOURTH SUPPLEMENTAL INDENTURE, dated as of April 1, 1997
between YANKEE GAS SERVICES COMPANY, a specially chartered
Connecticut corporation (herein called the "Company"), and FLEET
NATIONAL BANK (formerly known as The Connecticut National Bank),
a national banking association, as Trustee (the "Trustee") under
the Indenture of Mortgage and Deed of Trust, dated as of July 1,
1989, executed and delivered by the Company (herein called the
"Original Indenture"; the Original Indenture and any and all
indentures and instruments supplemental thereto, including,
without limitation, this Fourth Supplemental Indenture, being
herein called the "Indenture");
WHEREAS, pursuant to Sections 13.01(C), 13.01(G), 3.03 and
Article Five of the Original Indenture, the Company desires to
provide for the issuance under the Indenture of a new series of
Bonds, which Bonds will be secured by and entitled to the
benefits of the Indenture, and to add to its covenants and
agreements contained in the Original Indenture certain other
covenants and agreements; and
WHEREAS, all acts and things necessary to make this Fourth
Supplemental Indenture a valid, binding and legal instrument have
been performed, and the issuance of the new series of Bonds,
subject to the terms of the Original Indenture, has been duly
authorized by the Board of Directors of the Company and approved
by the Connecticut Department of Public Utility Control, and the
Company has requested and hereby requests the Trustee to enter
into and join the Company in the execution and delivery of this
Fourth Supplemental Indenture;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that,
to secure the payment of the principal of (and premium, if any)
and interest on the Outstanding Secured Bonds, including the new
series of Bonds hereunder issued, and the performance of the
covenants therein and herein contained and to declare the terms
and conditions on which all such Outstanding Secured Bonds are
secured, and in consideration of the premises and of the purchase
of the Bonds by the Holders thereof, the Company by these
presents does grant, bargain, sell, alien, remise, release,
convey, assign, transfer, mortgage, hypothecate, pledge, set over
and confirm to the Trustee, all property, rights, privileges and
franchises of the Company of every kind and description, real,
personal or mixed, tangible and intangible, whether now owned or
hereafter acquired by the Company, wherever located, and grants a
security interest therein for the purposes herein expressed,
except any Excepted Property which is expressly excepted from the
lien hereof in the Original Indenture, and including, without
limitation, all and singular the following:
All property, rights, privileges and franchises particularly
described in the Original Indenture, and any and all indentures
and instruments supplemental thereto, including, without
limitation, the First Supplemental Indenture dated as of April 1,
1992, the Second Supplemental Indenture dated as of December 1,
1992, the Third Supplemental Indenture dated as of June 1, 1995,
and in addition, all the property, rights, privileges and
franchises particularly described in Schedule A annexed to this
Fourth Supplemental Indenture, which are hereby made a part of,
and deemed to be described herein, as fully as if set forth
herein at length.
TO HAVE AND TO HOLD all said property, rights, privileges and
franchises of every kind and description, real, personal or
mixed, hereby and hereafter (by supplemental indenture or
otherwise) granted, bargained, sold, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, hypothecated,
pledged, set over or confirmed as aforesaid, or intended, agreed
or covenanted so to be, together with all the appurtenances
thereto appertaining (said properties, rights, privileges and
franchises, including any cash and securities hereafter deposited
or required to be deposited with the Trustee (other than any such
cash which is specifically stated herein not to be deemed part of
the Trust Estate), being herein collectively called "Trust
Estate") unto the Trustee and its successors and assigns forever.
SUBJECT, HOWEVER, to Permitted Encumbrances (as defined in
Section 1.01 of the Original Indenture).
BUT IN TRUST, NEVERTHELESS, for the proportionate and equal
benefit and security of the Holders from time to time of all the
Outstanding Secured Bonds without any preference or priority of
any such Bond over any other such Bond.
UPON CONDITION that, until the happening of an Event of
Default (as defined in Section 1.01 of the Original Indenture)
and subject to the provisions of Article Six of the Original
Indenture, the Company shall be permitted to possess and use the
Trust Estate, except cash, securities and other personal property
deposited and pledged, or required to be deposited and pledged,
with the Trustee, and to receive and use the rents, issues,
profits, revenues and other income of the Trust Estate.
AND IT IS HEREBY DECLARED that in order to set forth the terms
and provisions of the new series of Bonds and in consideration of
the premises and of the purchase and acceptance of such Bonds by
the holders thereof, and in consideration of the sum of One
Dollar ($1.00) to it duly paid by the Trustee, and of other good
and valuable consideration, the receipt whereof is hereby
acknowledged, and for the purpose of securing the faithful
performance and observance of all the covenants and conditions of
the Indenture, the Company hereby covenants and agrees with the
Trustee and provides as follows:
ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Terms from the Original Indenture. All defined
terms used in this Fourth Supplemental Indenture and not
otherwise defined herein shall have the respective meanings
ascribed to them in the Original Indenture.
Section 1.02. References are to Fourth Supplemental
Indenture. Unless the context otherwise requires, all references
herein to "Articles," "Sections" and other subdivisions are to
the designated Articles, Sections and other subdivisions of this
Fourth Supplemental Indenture, and the words "herein," "hereof,"
"hereby," "hereunder" and words of similar import refer to this
Fourth Supplemental Indenture as a whole and not to any
particular Article, Section or other subdivision hereof or to the
Original Indenture.
ARTICLE II
SERIES E BONDS
Section 2.01 Specific Title, Terms and Forms. There is
hereby created and shall be outstanding under and secured by the
Indenture a series of Bonds entitled "First Mortgage Bonds, 7.19%
Series E, Due 2012" (herein called the "Series E Bonds"), limited
in aggregate principal amount at any one time outstanding to
Thirty Million Dollars ($30,000,000). The form of the Series E
Bonds shall be substantially as set forth in Exhibit A hereto
with such insertions, omissions, substitutions and variations as
may be determined by the officers executing the same as evidenced
by their execution thereof.
The Series E Bonds shall be issued as fully registered Bonds
in denominations of $250,000 or any amount in excess thereof
which is an integral multiple of $5,000. The Series E Bonds
shall be numbered E-1 and consecutively upwards, or in any other
manner deemed appropriate by the Trustee. The Series E Bonds
shall mature on April 1, 2012 and shall bear interest from the
date of issuance thereof (or from the most recent Interest
Payment Date to which interest has been paid or duly provided
for) at the rate of seven and nineteen one-hundredths percent
7.19% per annum (computed on the basis of a 360-day year of
twelve 30-day months). Interest Payment Dates for the Series E
Bonds shall be April 1 and October 1 of each year, commencing
October 1, 1997.
Notwithstanding the otherwise applicable provisions of the
Indenture, the principal and the Redemption Price of, the
premium, if any, and interest on, the Series E Bonds shall be
payable by wire transfer of immediately available funds so long
as required by Section 5.1 of the Bond Purchase Agreements, each
dated as of April 1, 1997, between the Company and the initial
purchasers of the Series E Bonds (the "Bond Purchase Agreements")
or, in the event Section 5.1 shall no longer be applicable, at
the office or agency of the Company in Hartford, Connecticut, in
such coin or currency of the United States of America as at the
time of payment is legal tender for public or private debts.
The Regular Record Date referred to in Section 3.09 of the
Original Indenture for the payment of the interest on the Series
E Bonds payable, and punctually paid or duly provided for, on any
Interest Payment Date shall be the 15th day (whether or not a
business day) of the calendar month next preceding such Interest
Payment Date.
Section 2.02 Sinking Fund Installments and Mandatory
Redemptions. The Company covenants that, to provide for the
retirement of the Series E Bonds, it will call for redemption
upon notice in accordance with Section 15.04 of the Original
Indenture and redeem $4,285,714 in principal amount of the Series
E Bonds on April 1, of each year from April 1 of 2006 to April 1,
2012, inclusive, in each case at 100% of the principal amount
thereof, together with accrued interest to the date of the
redemption. The principal amount of the Series E Bonds to be
redeemed upon any mandatory redemption pursuant to this Section
2.02 shall be applied pro rata to all such Series E Bonds
Outstanding on the Redemption Date. Any redemption of Series E
Bonds shall be made in the manner, subject to the requirements
and with the effect specified in Article Fifteen of the Original
Indenture.
Section 2.03 Optional Redemption. The Series E Bonds shall
be redeemable at the option of the Company in whole at any time
or in part from time to time prior to their Stated Maturity, at a
redemption price equal to the principal amount of the Series E
Bonds being prepaid plus accrued interest thereon to the date of
such redemption together with a premium equal to the then
applicable Make-Whole Amount.
The Company will give notice of any optional redemption of the
Series E Bonds pursuant to this Section 2.03 to each Holder
thereof not less than 30 days nor more than 60 days before the
date fixed for such optional redemption, specifying (a) such
date, (b) the principal amount of the Holder's Bond to be
redeemed on such date, (c) that a premium may be payable, (d) the
estimated premium, calculated as of the day such notice is given,
and (e) the accrued interest applicable to the redemption. Such
notice of redemption shall also certify all facts, if any, which
are conditions precedent to any such redemption. Notice of
redemption having been so given, the aggregate principal amount
of the Series E Bonds specified in such notice, together with
accrued interest thereon, and the premium, if any, payable with
respect thereto shall become due and payable on the redemption
date specified in such notice. Two Business Days prior to the
redemption date specified in such notice of optional redemption,
the Company shall provide each Holder of a Bond written notice of
whether or not any premium is payable in connection with such
redemption, the premium, if any, calculated as of the second
Business Day prior to the redemption date, and a reasonably
detailed computation of the Make-Whole Amount.
For purposes of this Section 2.03, the term "Make-Whole
Amount" shall mean in connection with any optional redemption of
the Series E Bonds the excess, if any, of (a) the aggregate
present value as of the date of such redemption of each dollar of
principal amount of Series E Bonds being redeemed and the amount
of interest (exclusive of interest accrued to the date of
redemption) that would have been payable in respect of such
dollar if such redemption had not been made, determined by
discounting such amounts at the Reinvestment Rate from the
respective dates on which they would have been payable, over (b)
100% of the principal amount of the outstanding Series E Bonds
being redeemed.
The "Reinvestment Rate" means (1) the sum of .50% plus the
yield reported on page "USD" of the Bloomberg Financial Market
Services Screen (or, if not available, any other nationally
recognized trading screen reporting on-line intraday trading in
United States government securities) at 12:00 noon (New York
time) on such date for United States government securities having
a maturity rounded to the nearest month corresponding to the
remaining Weighted Average Life to Maturity of the principal
being redeemed, prepaid or paid or (2) in the event that no such
nationally recognized trading screen reporting on-line intraday
trading in United States government Securities is available,
Reinvestment Rate means .50 plus the arithmetic mean of the
yields under the respective headings "This Week" and "Last Week"
published in the Statistical Release under the caption "Treasury
Constant Maturities" for the maturity (rounded to the nearest
month) corresponding to the Weighted Average Life to Maturity of
the principal being redeemed. If no maturity exactly corresponds
to such Weighted Average Life to Maturity, yields for the two
published maturities most closely corresponding to such Weighted
Average Life to Maturity shall be calculated pursuant to the
immediately preceding sentence, and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a
straight-line basis, rounding in each of such relevant periods to
the nearest month. For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used.
For purposes of this Section 2.03, "Weighted Average Life to
Maturity" of the principal amount of the Series E Bonds being
redeemed shall mean, as of the time of any determination thereof,
the number of years obtained by dividing the then Remaining
Dollar-Years of such principal by the aggregate amount of such
principal. The term "Remaining Dollar-Years" of such principal
shall mean the amount obtained by multiplying the amount of
principal that would have become due at the Stated Maturity of
the Series E Bonds if such redemption had not been made by the
number of years (calculated to the nearest one-twelfth) which
will elapse between the date of determination and the Stated
Maturity of the Series E Bonds.
As used in this Section 2.03, "Statistical Release" shall mean
the then most recently published statistical release designated
"H.15(519)" or any successor publication which is published
weekly by the Federal Reserve System and which establishes yields
on actively traded United States government securities adjusted
to constant maturities or, if such statistical release is not
published at the time of any determination hereunder, then such
other reasonably comparable index which shall be designated by
the holders of 66-2/3% in aggregate principal amount of the
outstanding Series E Bonds.
The principal amount of any Series E Bonds redeemed pursuant
to this Section 2.03 shall be applied to reduce the principal
amount payable in respect of such Series E Bonds in the inverse
order of maturity thereof.
The principal amount, if any, of the Series E Bonds to be
redeemed pursuant to this Section 2.03 shall be selected on a pro
rata basis from all Series E Bonds Outstanding on the Redemption
Date.
The Series E Bonds shall not be redeemable at the option of
the Company prior to their Stated Maturity other than as provided
in this Section 2.03.
Section 2.04. Place of Payment. The principal and the
Redemption price of, and the premium, if any, and the interest
on, the Series E Bonds shall be payable at the principal
corporate trust office of Fleet National Bank, in Hartford,
Connecticut.
Section 2.05. Exchangeability. Subject to Section 3.07 of
the Indenture, all Series E Bonds shall be fully interchangeable,
and, upon surrender at the office or agency of the Company in a
Place of Payment therefor, shall be exchangeable for other Series
E Bonds of a different authorized denomination or denominations,
as requested by the Holder surrendering the same. The Company
will execute, and the Trustee shall authenticate and deliver,
Series E Bonds whenever the same are required for any such
exchange.
Section 2.06. Bond Purchase Agreements. Reference is made
to Sections 5 and 7 of the Bond Purchase Agreement for certain
provisions governing the rights and obligations of the Company,
the Trustee and the Holders of the Series E Bonds. Such
provisions are deemed to be incorporated in this Article II by
reference as if set forth herein at length.
Section 2.07. Restrictions on Transfer. All Series E Bonds
originally issued hereunder shall bear the following legend:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
FOR THE BENEFIT OF YANKEE GAS SERVICES COMPANY (THE
"COMPANY") AND PRIOR HOLDERS THAT THIS SECURITY MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) TO THE COMPANY (UPON REDEMPTION THEREOF OR
OTHERWISE), (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER,
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT, IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
S UNDER THE 1933 ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE)
UNDER THE 1933 ACT, (5) IN RELIANCE ON ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT,
SUBJECT TO THE RECEIPT BY THE COMPANY OF AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE 1933 ACT OR (6)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE 1933 ACT, SUBJECT (IN THE CASE OF CLAUSES (2), (3),
(4) AND (5)) TO THE RECEIPT BY THE COMPANY OF A
CERTIFICATION OF THE TRANSFEROR (WHICH, IN THE CASE OF
CLAUSE (4), MAY BE A COPY OF FORM 144 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT, AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY JURISDICTION OF THE UNITED STATES. THE
HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER
IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY
FROM IT OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.
All Series E Bonds issued upon transfer or exchange thereof
shall bear such legend unless the Company shall have delivered to
the Trustee an Opinion of Counsel which states that the Series E
Bonds may be issued without such legend. All Series E Bonds
issued upon transfer or exchange of a Series E Bond or Bonds
which do not bear such legend shall be issued without such
legend. The Company may from time to time modify the foregoing
restrictions on resale and other transfers, without the consent
of but upon notice to the Holders, in order to reflect any
amendment to Rule 144A under the Securities Act of 1933 or change
in the interpretation thereof or practices thereunder.
Section 2.08. Authentication and Delivery. Upon the
execution of this Fourth Supplemental Indenture, the Series E
Bonds shall be executed by the Company and delivered to the
Trustee for authentication, and thereupon the same shall be
authenticated and delivered by the Trustee upon Company Request.
Section 2.09. Default. Pursuant to the Original Indenture
(and notwithstanding any provision of Section 9.22 thereof to the
contrary), for purposes of determining whether an Event of
Default exists with respect to the Series E Bonds, any default in
payment (whether due as a scheduled installment of principal or
interest, or at original maturity or earlier redemption or
acceleration, or otherwise) with respect to Bonds of any other
series which constitutes an Event of Default with respect to the
Bonds of such series shall also constitute an Event of Default
with respect to the Series E Bonds.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Effectiveness and Ratification of Indenture.
The provisions of this Fourth Supplemental Indenture shall be
effective from and after the execution hereof; and the Indenture,
as hereby supplemented, shall remain in full force and effect.
Section 3.02. Titles. The titles of the several Articles
and Sections of this Fourth Supplemental Indenture shall not be
deemed to be any part thereof, are inserted for convenience only
and shall not affect any interpretation hereof.
Section 3.03. Successors and Assigns. All covenants,
provisions, stipulations and agreements in this Fourth
Supplemental Indenture contained are and shall be for the sole
and exclusive benefit of the parties hereto, their successors and
assigns, and (subject to the provisions of the Bond Purchase
Agreement) of the Holders and registered owners from time to time
of the Bonds issued and outstanding under and secured by the
Indenture (except that the provisions of Article II hereof are
and shall be for the sole and exclusive benefit of the Holders of
the Series E Bonds).
Section 3.04. Counterparts. This Fourth Supplemental
Indenture may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
Section 3.05. Governing Law. The laws of the State of
Connecticut shall govern this Fourth Supplemental Indenture and
the Series E Bonds, except to the extent that the validity or
perfection of the lien of the Indenture, or remedies thereunder,
are governed by the laws of a jurisdiction other than the State
of Connecticut.
[THIS SPACE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Fourth Supplemental Indenture to be duly executed, sealed and
attested as of the day and year first above written.
YANKEE GAS SERVICES COMPANY
By
--------------------------
Its Vice President and
Chief Financial Officer
Attest:
-----------------------------
Mary J. Healey
Secretary and General Counsel
Executed, sealed and delivered by
YANKEE GAS SERVICES COMPANY
in the presence of:
----------------------------------
----------------------------------
FLEET NATIONAL BANK, as Trustee
By
-------------------------------
Attest:
-----------------------------------
Executed, sealed and delivered by
FLEET NATIONAL BANK, as Trustee,
in the presence of:
----------------------------------
----------------------------------
STATE OF CONNECTICUT )
) ss.: Meriden
COUNTY OF NEW HAVEN )
On this ----- day of April, 1997, before me, ---------------
- ---------------, the undersigned officer, personally appeared
Michael E. Bielonko and Mary J. Healey, who acknowledged
themselves to be Vice President and Chief Financial Officer and
Secretary and General Counsel, respectively, of Yankee Gas
Services Company, a Connecticut corporation, and that they, as
such officers, being authorized so to do, executed the foregoing
instrument for the purpose therein contained, by signing the name
of the corporation by themselves as such officers, and as their
free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
----------------------------------
Notary Public
My commission expires:
-------------
(SEAL)
STATE OF CONNECTICUT )
) ss.: Hartford
COUNTY OF HARTFORD )
On this ---- day of April, 1997, before me, -------------,
the undersigned officer, personally appeared -----------------
and ------------------, who acknowledged themselves to be -----
- ------------------- and -------------------, respectively, of
Fleet National Bank, a national banking association, and that
they, as such officers, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by
signing the name of the association by themselves as such
officers, and as their free act and deed.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
------------------------------
Notary Public
My commission expires:
--------
(SEAL)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF YANKEE GAS SERVICES COMPANY
(THE "COMPANY") AND PRIOR HOLDERS THAT THIS SECURITY
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION
THEREOF OR OTHERWISE), (2) SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF
RULE 144A UNDER THE 1933 ACT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S
UNDER THE 1933 ACT, (4) PURSUANT TO AN EXEMPTION FROM
REGISTRATION IN ACCORDANCE WITH RULE 144 (IF
AVAILABLE) UNDER THE 1933 ACT, (5) IN RELIANCE ON
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE 1933 ACT, SUBJECT TO THE RECEIPT BY THE
COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT OR
(6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, SUBJECT (IN THE CASE OF CLAUSES
(2), (3), (4) AND (5)) TO THE RECEIPT BY THE COMPANY
OF A CERTIFICATION OF THE TRANSFEROR (WHICH, IN THE
CASE OF CLAUSE (4), MAY BE A COPY OF FORM 144 AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) TO
THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED
STATES. THE HOLDER OF THIS SECURITY WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO HEREIN.
Yankee Gas Services Company
First Mortgage Bonds,
7.19% Series E, Due 2012
CUSIP Number 98477Y AB 9
No. E - 1
Principal Amount: $
Stated Maturity of Principal: April 1, 2012
Applicable Rate: 7.19%
Interest Payment Dates: April 1 and October 1
commencing October 1, 1997
Yankee Gas Services Company, a specially chartered
Connecticut corporation (hereinafter called the "Company", which
term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to
pay to [--------------], or registered assigns, at the Stated
Maturity set forth above, the Principal Amount set forth above
(or so much thereof as shall not have been paid upon prior
redemption) and to pay interest (computed on the basis of a 360-
day year of twelve 30-day months) thereon from the date of
issuance hereof or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, on each
Interest Payment Date set forth above in each year at the
Applicable Rate set forth above. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment
Date will, as provided in said Indenture, be paid to the Person
in whose name this Bond (or one or more Predecessor Bonds, as
defined in said Indenture) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
15th day (whether or not a business day) of the calendar month
next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall be paid to the
Person in whose name this Bond is registered on the Business Day
immediately preceding the date of such payment. If all or any
portion of the principal of, or the premium (if any) or interest
on, this Bond shall not be paid when due, the amount not so paid
shall bear interest at the lesser of (x) the highest rate allowed
by applicable law or (y) the greater of (i) the Prime Rate or
(ii) 8.19% (the Applicable Rate plus 1% per annum).
The principal and the Redemption Price of, and the premium,
if any, and the interest on, this Bond shall be payable at the
principal corporate trust office of Fleet National Bank, in
Hartford, Connecticut. All such payments shall be made 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.
This Bond is one of a duly authorized issue of Bonds of the
Company designated as its "First Mortgage Bonds" (herein called
the "Bonds"), issued and to be issued in one or more series
under, and all equally and ratably secured by, an Indenture of
Mortgage and Deed of Trust, dated as of July 1, 1989, (herein,
together with any indenture or instruments supplemental thereto,
including the First Supplemental Indenture dated as of April 1,
1992, the Second Supplemental Indenture dated as of December 1,
1992, the Third Supplemental Indenture dated as of June 1, 1995,
and the Fourth Supplemental Indenture dated as of April 1, 1997
called the "Indenture"), between the Company and Fleet National
Bank (formerly known as The Connecticut National Bank), as
Trustee (herein called the "Trustee," which term includes any
successor Trustee under the Indenture). Reference is hereby made
to the Indenture for a description of the properties thereby
mortgaged, pledged and assigned, the nature and extent of the
security, the respective rights thereunder of the Holders of the
Bonds, the Trustee and the Company, and the terms upon which the
Bonds are, and are to be, authenticated and delivered. All
capitalized terms used in this Bond which are not defined herein
shall have the respective meanings ascribed thereto in the
Indenture. Reference is also made to the Bond Purchase
Agreements, as defined in the Fourth Supplemental Indenture, for
a further description of the respective rights of the Holders of
the Series E Bonds, the Company and the Trustee, and the terms
applicable to the Series E Bonds.
As provided in the Indenture, the Bonds are issuable in
series which may vary as in the Indenture provided or permitted.
This Bond is one of the series specified in its title.
As provided in the Indenture, the Company covenants that to
provide for the retirement of the Series E Bonds, it will call
for redemption upon notice in accordance with Section 15.04 of
the Original Indenture and redeem $4,285,714 in principal amount
of the Series E Bonds on April 1, of each year from April 1 of
2006 to April 1, 2012, inclusive, in each case at 100% of the
principal amount thereof, together with accrued interest to the
date of the redemption.
As provided in the Indenture, at the option of the Company,
the Series E Bonds shall be redeemable in whole at any time or in
part from time to time, prior to their Stated Maturity, at a
redemption price equal to the principal amount of the Series E
Bonds being prepaid plus accrued interest thereon to the date of
such redemption together with a premium equal to the then
applicable Make-Whole Amount.
The Company will give notice of any optional redemption of
the Series E Bonds pursuant to Section 2.03 of the Fourth
Supplemental Indenture to each Holder thereof not less than 30
days nor more than 60 days before the date fixed for such
optional redemption, specifying (a) such date, (b) the principal
amount of the Holder's Bond to be redeemed on such date, (c) that
a premium may be payable, (d) the estimated premium, calculated
as of the day such notice is given and (e) the accrued interest
applicable to the redemption. Notice of redemption having been
so given, the aggregate principal amount of the Series E Bonds
specified in such notice, together with accrued interest thereon,
and the premium, if any, payable with respect thereto shall
become due and payable on the redemption date specified in such
notice. Two Business Days prior to the redemption date specified
in such notice of optional redemption, the Company shall provide
each Holder of a Bond written notice of whether or not any
premium is payable in connection with such redemption, the
premium, if any, calculated as of the second Business Day prior
to the redemption date, and a reasonably detailed computation of
the Make-Whole Amount.
Bonds (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall
thereupon cease to be entitled to the lien of the Indenture and
shall cease to bear interest from and after the date fixed for
redemption (in each event, so long as the payment due on any such
date shall be made). The principal amount of the Series E Bonds
to be redeemed upon any optional redemption thereof shall be
applied pro rata to all such Series E Bonds Outstanding on the
Redemption Date.
If an Event of Default, as defined in the Indenture, shall
occur, the principal of the Series E Bonds may become or be
declared due and payable in the manner and with the effect
provided in the Indenture and the Bond Purchase Agreements.
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 Bonds under the Indenture at any time by the
Company with the consent of the Holders of a majority in
aggregate principal amount of the Bonds of all series at the time
Outstanding affected by such modification. The Indenture also
contains provisions permitting the Holders of specified
percentages in principal amount of Bonds at the time Outstanding
on behalf of the Holders of all the Bonds, 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 agreed to as set forth above by the Holder
of this Bond shall be conclusive and binding upon such Holder and
upon all future Holders of this Bond and of any Bond issued upon
the transfer hereof or in exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon
this Bond.
No reference herein to the Indenture and no provision of
this Bond 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 Bond at the times, places and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Bond is transferable on the
Bond Register of the Company, upon surrender of this Bond for
transfer at the office or agency of the Company in Hartford,
Connecticut, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and
the Bond Registrar, duly executed by the Registered Holder hereof
or by his attorney duly authorized in writing, and thereupon one
or more new Bonds of the same series, or authorized denominations
and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
All Bonds of this series shall be fully interchangeable,
and, upon surrender at the office or agency of the Company in a
Place of Payment therefor, shall be exchangeable for other Bonds
of this series of a different authorized denomination or
denominations, as requested by the Holder surrendering the same.
No service charge shall be made for any transfer or exchange
hereinbefore referred to, but the Company may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or
not this Bond is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been
executed by the Trustee or Authenticating Agent by manual
signature, this Bond shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Bond to be
duly executed under its corporate seal.
Dated: YANKEE GAS SERVICES COMPANY
---------------
By
--------------------------
Attest:
- -----------------------
This is one of the Bonds of the series
designated therein referred to in the
within-mentioned Indenture.
FLEET NATIONAL BANK,
as Trustee
By -----------------------------
Authorized Officer