EXHIBIT 4.2
FIFTH SUPPLEMENTAL INDENTURE
from
YANKEE GAS SERVICES COMPANY
to
THE BANK OF NEW YORK
TRUSTEE
_________________________________
Dated as of January 1, 1999
Supplemental to Indenture of Mortgage
and Deed of Trust from
Yankee Gas Services Company to
The Bank of New York (successor as trustee to
Fleet National Bank, formerly known as
The Connecticut National Bank), Trustee,
dated as of July 1, 1989
FIFTH SUPPLEMENTAL INDENTURE
FIFTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1999
between YANKEE GAS SERVICES COMPANY, a specially chartered
Connecticut corporation (herein called the "Company"), and THE
BANK OF NEW YORK, a New York banking corporation, successor to
Fleet National Bank (formerly known as The Connecticut National
Bank), 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 Fifth
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 Fifth
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
Fifth Supplemental Indenture;
NOW, THEREFORE, THIS FIFTH 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,
the Fourth Supplemental Indenture dated as of April 1, 1997, and
in addition, all the property, rights, privileges and franchises
particularly described in Schedule A annexed to this Fifth
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 Fifth 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 Fifth 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 Fifth
Supplemental Indenture, and the words "herein," "hereof,"
"hereby," "hereunder" and words of similar import refer to this
Fifth Supplemental Indenture as a whole and not to any particular
Article, Section or other subdivision hereof or to the Original
Indenture.
ARTICLE II
SERIES F 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, 6.20%
Series F, Due 2009" (herein called the "Series F Bonds"), limited
in aggregate principal amount at any one time outstanding to Fifty
Million Dollars ($50,000,000). The form of the Series F 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 F Bonds shall be issued as fully registered Bonds
in denominations of $1,000,000 or any amount in excess thereof
which is an integral multiple of $250,000 (except as may be
necessary to reflect any principal amount not evenly divisible by
$250,000 remaining after any partial redemption). The Series F
Bonds shall be numbered F-1 and consecutively upwards, or in any
other manner deemed appropriate by the Trustee. The Series F
Bonds shall mature on April 1, 2009 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 six and twenty one-hundredths percent (6.20%) per
annum (computed on the basis of a 360-day year of twelve 30-day
months). Interest Payment Dates for the Series F Bonds shall be
(i) February 1 and August 1 of each year, commencing August 1,
1999, and (ii) at the Stated Maturity of the principal.
Notwithstanding the otherwise applicable provisions of the
Indenture, the principal and the Redemption Price of, and interest
on, the Series F 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 January 1, 1999,
between the Company and the initial purchasers of the Series F
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 New York, New York, 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 F
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 No Sinking Fund; No Mandatory Scheduled
Redemptions Prior to Final Maturity. The Series F Bonds shall not
be subject to any sinking fund or mandatory scheduled redemption
prior to final maturity.
Section 2.03 Optional Redemption. The Series F 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 F
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 F 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
F 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 the Trustee and 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. The Trustee shall
be under no duty to inquire into, may conclusively presume the
correctness of, and shall be fully protected in acting upon the
Company's calculation of any 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 F 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 F 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 F Bonds being redeemed.
The "Reinvestment Rate" means (1) the sum of .50% plus the
yield reported on page "USD" of the Bloomberg Treasury/Money
Market Monitor 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 F 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 F 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 F 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 F Bonds.
The principal amount, if any, of the Series F Bonds to be
redeemed pursuant to this Section 2.03 shall be selected on a pro
rata basis from all Series F Bonds Outstanding on the Redemption
Date.
The Series F 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 F Bonds shall be payable at the principal corporate
trust office of The Bank of New York, in New York, New York.
Section 2.05. Exchangeability. Subject to Section 3.07 of
the Original Indenture, all Series F 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 F 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 F 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 F 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 F 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 F 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 F
Bonds may be issued without such legend. All Series F Bonds
issued upon transfer or exchange of a Series F 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 Fifth Supplemental Indenture, the Series F 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 pursuant to and 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 F 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 F Bonds.
ARTICLE III
MISCELLANEOUS PROVISIONS
Section 3.01. Effectiveness and Ratification of Indenture.
The provisions of this Fifth 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 Fifth 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. Acceptance of Trust; Not Responsible for
Recitals; Etc. The Trustee hereby accepts the trusts herein
declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions herein and in the Original
Indenture, as heretofore supplemented, set forth and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever for
or in respect of the validity or sufficiency of this Fifth
Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made by the Company
solely. In general, each and every term and condition contained
in Article Ten of the Original Indenture shall apply to and form
part of this Fifth Supplemental Indenture with the same force and
effect as if the same were herein set forth in full with such
omissions, variations and insertions, if any, as may be
appropriate to make the same conform to the provisions of this
Fifth Supplemental Indenture.
Section 3.04. Successors and Assigns. All covenants,
provisions, stipulations and agreements in this Fifth 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 F Bonds).
Section 3.05. Counterparts. This Fifth 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 3.06. Governing Law. The laws of the State of
Connecticut shall govern this Fifth Supplemental Indenture and the
Series F 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.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, sealed and attested as
of the day and year first above written.
YANKEE GAS SERVICES COMPANY
By /s/ James M. Sepanski
_____________________________
James M. Sepanski
Its Vice President and
Chief Financial Officer
Attest:
/s/ Mary J. Healey
__________________________________
Mary J. Healey
Secretary and General Counsel
Executed, sealed and delivered by
YANKEE GAS SERVICES COMPANY
in the presence of:
/s/ Lorraine T. Conant
__________________________________
/s/ Matthew J. Ide
__________________________________
THE BANK OF NEW YORK, as Trustee
By /s/ Micahel Culhane
_______________________________
Michael Culhane
Vice President
Attest:
/s/ Mary Beth Lewicki
______________________
Mary Beth Lewicki
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK, as Trustee,
in the presence of:
/s/ Anthony Hitchman
_____________________________
/s/ Patrick O'Leary
______________________________
50994 v.05
STATE OF CONNECTICUT )
) ss.: Meriden
COUNTY OF NEW HAVEN )
On this 22 day of January, 1999, before me, William J. Cassells,
the undersigned officer, personally appeared James M. Sepanski 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.
/s/ William J. Cassels
________________________
Notary
Public
My commission expires: May 16, 2000
_____________
(SEAL)
50994 v.05
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this 22nd day of January, 1999, before
me, Donna L. Brooks, the undersigned officer, personally
appeared James M. Speanski and Mary J. Healey, who
acknowledged themselves to be Vice President and Chief Financial
Officer and Secretary and General Counsel, respectively, of The
Bank of New York, a New York banking corporation, 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.
/s/ Donna L. Brooks
_______________________________
Notary Public
My commission expires: February 28, 1999
_________________
(SEAL)
50994 v.05
EXHIBIT A
[FORM OF FIRST MORTGAGE BOND, 6.20% SERIES F, DUE 2009
FORM OF 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 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,
6.20% Series F, Due 2009
CUSIP Number 98478* AK 3
No. F -
Principal Amount: $
Stated Maturity of Principal: April 1, 2009
Applicable Rate: 6.20%
Interest Payment Dates: August 1 and February 1, commencing
August 1, 1999 and at the Stated Maturity
of the principal
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 (as defined in the Bond Purchase Agreements)
or (ii) 7.20% (the Applicable Rate plus 1% per annum).
The principal and the Redemption Price of, and the interest
on, this Bond shall be payable at the principal corporate trust
office of The Bank of New York, in New York, New York. 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, the Fourth
Supplemental Indenture dated as of April 1, 1997, and the Fifth
Supplemental Indenture dated as of January 1, 1999, called the
"Indenture"), between the Company and The Bank of New York,
successor to 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 Fifth
Supplemental Indenture, for a further description of the
respective rights of the Holders of the Series F Bonds, the
Company and the Trustee, and the terms applicable to the Series F
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.
The Bonds are not subject to any sinking fund or mandatory
scheduled redemption prior to final maturity.
As provided in the Indenture, at the option of the Company,
the Series F 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 F
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 F Bonds pursuant to Section 2.03 of the Fifth
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 F 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 the Trustee and
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 F Bonds to be redeemed
upon any optional redemption thereof shall be applied pro rata to
all such Series F Bonds Outstanding on the Redemption Date.
If an Event of Default, as defined in the Indenture, shall
occur, the principal of the Series F 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 New York, New
York, 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.
[THIS SPACE INTENTIONALLY LEFT BLANK]
SIGNATURES
[Signature page for Yankee Gas Services Company, First Mortgage
Bond, 6.20% Series F, Due 2009]
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.
THE BANK OF NEW YORK, as Trustee
By_______________________________
Authorized Officer