Exhibit 4-b
FIXED RATE GLOBAL MEDIUM-TERM NOTE
[If this Note is an OID Note (as defined below) the following legend is
applicable:
FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE OF 1986, AS AMENDED, THE ISSUE PRICE OF THIS NOTE IS _____, THE
AMOUNT OF ORIGINAL ISSUE DISCOUNT IS __________, THE YIELD TO MATURITY IS
_______ AND THE ISSUE DATE IS ___________.]
.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") TO A NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. FX ___________ CUSIP No. ___________ $_______________
KEYSPAN GAS EAST CORPORATION
MEDIUM-TERM NOTE,
SERIES A
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY:
INTEREST PAYMENT DATES: REGULAR RECORD DATE:
ANNUAL
REDEMPTION
INITIAL REDEMPTION DATE: INITIAL REDEMPTION PERCENTAGE
PERCENTAGE: REDUCTION:
OPTIONAL
REPAYMENT DATE(S):
DENOMINATIONS: ADDENDUM
(Integral multiples of ATTACHED:
$1,000,
unless otherwise specified) : Yes
: No
OTHER PROVISIONS:
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KEYSPAN GAS EAST CORPORATION, a Delaware 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
DOLLARS on the Stated Maturity
specified above (except to the extent redeemed or repaid prior to the Stated
Maturity), and to pay interest thereon at the Interest Rate per annum
specified above, until the principal hereof is paid or duly made available
for payment. Reference herein to "this Note", "hereof", "herein" and
comparable terms shall include an Addendum hereto if an Addendum is specified
above.
The Company will pay interest on each Interest Payment Date
specified above, commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated
Maturity or any Redemption Date or Optional Repayment Date (as defined below)
(the date of each such Stated Maturity, Redemption Date and Optional
Repayment Date and the date on which principal or an installment of principal
is due and payable by declaration of acceleration pursuant to the Indenture
being referred to hereinafter as a "Maturity" with respect to principal
payable on such date); provided, however, that if the Original Issue Date is
between a Regular Record Date (as defined below) and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date. Unless otherwise specified
above, the "Regular Record Date" shall be the date 15 calendar days (whether
or not a Business Day) prior to the applicable Interest Payment Date.
Interest on this Note will accrue from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for or, if no
interest has been paid, from the Original Issue Date specified above, to, but
excluding such Interest Payment Date. If the Maturity or an Interest Payment
Date falls on a day which is not a Business Day, the payment due on such
Maturity or Interest Payment Date will be paid on the next succeeding
Business Day with the same force and effect as if made on such Maturity or
Interest Payment Date, as the case may be, and no interest shall accrue with
respect to such payment for the period from and after such Maturity or
Interest Payment Date. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture
be paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such Interest Payment Date. Any such interest which is payable, but not
punctually paid or duly provided for on any Interest Payment Date (herein
called "Defaulted Interest"), shall forthwith cease to be payable to the
registered Holder on such Regular Record Date, and may be paid to the Person
in whose name this Note (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given
to the Holder of this Note not less than 10 days prior to such Special Record
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Date, or may be paid at any time in any other lawful manner, all as more
fully provided in the Indenture.
The Notes are, and all other Securities issued under the Indenture
will be, unconditionally guaranteed as to payment of principal (and premium,
if any), interest, if any, and additional amounts, if any, by KeySpan
Corporation, a Delaware corporation (the "Guarantor").
Payment of the principal of (and premium, if any) and interest on
this Note will be made at the office or agency of the Company maintained by
the Company for such purpose in the Borough of Manhattan, The City of New
York, in such coin or currency of the United States of America as at the time
of payment is legal tender for payment of public and private debts.
Unless the certificate of authentication hereon has been executed
by or on behalf of The Chase Manhattan Bank, the Trustee for this Note under
the Indenture, or its successor thereunder, by the manual signature of one of
its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company designated as its
Medium-Term Notes, Series A (the "Notes"). The Securities are issued and to
be issued under an indenture (the "Indenture") dated as of December 1, 1999,
between the Company, the Guarantor and The Chase Manhattan Bank (herein
called the "Trustee," which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder
of the Company, the Guarantor, the Trustee and the Holders of the Notes and
the terms upon which the Notes are to be authenticated and delivered. The
terms of other Notes may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment
and otherwise as provided in the Indenture.
The Notes are issuable only in registered form without coupons in
denominations, unless otherwise specified above, of $1,000 and integral
multiples thereof. As provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like
aggregate principal amount of Notes as requested by the Holder surrendering
the same. If (x) the Depositary is at any time unwilling or unable to
continue as depository and a successor depository is not appointed by the
Company within 90 days, (y) the Company delivers to the Trustee a Company
Order to the effect that this Note shall be exchangeable or (z) an Event of
Default has occurred and is continuing with respect to the Notes, this Note
shall be exchangeable for Notes in definitive form of like tenor and in an
equal aggregate principal amount, in authorized denominations. Such
definitive Notes shall be registered in such name or names as the Depositary
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shall instruct the Trustee. If definitive Notes are so delivered, the
Company may make such changes to the form of this Note as are necessary or
appropriate to allow for the issuance of such definitive Notes.
This Note is not subject to any sinking fund.
This Note may be subject to repayment at the option of the Holder
prior to its Stated Maturity on any Holder's Optional Repayment Date(s), if
any, indicated above. If no Optional Repayment Dates are set forth above,
this Note may not be so repaid at the option of the Holder hereof prior to
the Stated Maturity. On any Optional Repayment Date this Note shall be
repayable in whole or in part in an amount equal to $1,000 or any integral
multiple thereof (provided that any remaining principal amount shall be an
authorized denomination) at the option of the Holder hereof at a repayment
price equal to 100% of the principal amount to be repaid, together with
interest thereon payable to the date of repayment. For this Note to be
repaid in whole or in part at the option of the Holder hereof, this Note must
be received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its office at 450 West 33rd Street, 15th Floor,
New York, New York 10001 or such address which the Company shall from time to
time notify the Holder hereof ("Corporate Trust Office"), not more than 60
nor less than 30 days prior to an Optional Repayment Date. This Note must be
received by the Trustee by 5:00 P.M., New York City time, on the last day for
giving such notice. Exercise of such repayment option by the Holder hereof
shall be irrevocable. In the event of payment of this Note in part only, a
new Note for the unpaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
This Note may be redeemed at the option of the Company prior to its
Stated Maturity on any date on and after the Initial Redemption Date, if any,
specified above (the "Redemption Date"). If no Initial Redemption Date is
set forth above, this Note may not be redeemed at the option of the Company
prior to the Stated Maturity. On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to time in
part in increments of $1,000 (provided that any remaining principal amount
shall be an authorized denomination) at the option of the Company at the
applicable Redemption Price (as defined below) together with interest thereon
payable to the Redemption Date, on notice given not more than 60 nor less
than 30 days prior to the Redemption Date. In the event of redemption of
this Note in part only, a new Note for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the surrender hereof.
If this Note is redeemable at the option of the Company prior to
its Stated Maturity, the "Redemption Price" shall initially be the Initial
Redemption Percentage, specified above, of the principal amount of this Note
to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
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specified above, of the principal amount to be redeemed until the Redemption
Price is 100% of such principal amount.
Interest on this Note will accrue from, and including, the Original
Issue Date indicated above, or the most recent date to which interest has
been paid or duly provided for, to, but excluding, the related Interest
Payment Date or Maturity, as the case may be, at the Interest Rate per annum
stated above until the principal amount hereof is paid or made available for
payment. Unless otherwise specified above, interest will be computed on the
basis of a 360-day year of twelve 30-day months for the period specified
hereunder.
Any provision contained herein with respect to the calculation of
the interest applicable to this Note, its payment dates or any other matter
relating hereto may be modified as specified in an Addendum relating hereto
if so specified above or as set forth under "Other Provisions" if so set
forth above.
If an Event of Default (as defined in the Indenture) with respect
to the Notes shall occur and be continuing, the principal of all the Notes
may be declared due and payable in the manner and with the effect provided in
the Indenture. If the principal of any Original Issue Discount Note is
declared to be due and payable immediately, the amount of principal due and
payable with respect to such Note shall be limited to the amount equal to (i)
the sum of the aggregate principal amount of such Note multiplied by the
price (expressed as a percentage of the aggregate principal amount) at which
such Note will be issued (the "Issue Price") plus (ii) the original issue
discount accrued from the date of issue to the date of declaration, which
accrual shall be calculated using the "interest method" computed in
accordance with generally accepted accounting principals in effect on the
date of declaration. An "Original Issue Discount Note" means (i) a Note,
including any zero-coupon Note, that has a stated redemption price at
maturity that exceeds the initial offering price to the public at which a
substantial amount of an offering is sold by at least 0.25% of its principal
amount multiplied by the number of full years from the Original Issue Date to
the stated Maturity for such Note and which is designated as an Original
Issue Discount Note in the terms of such Note pursuant to the Indenture, and
(ii) any other Note designated by the Company as issued with original issue
discount for United States federal income tax purposes.
The Indenture permits, with certain exceptions as therein provided,
the amendment or modification thereof at any time by the Company, the
Guarantor and the Trustee with the consent of the Holders of more than 50% in
principal amount of the Securities at the time outstanding of each series
issued under the Indenture to be affected thereby. The Indenture also
contains provisions permitting the Holders of more than 50% in principal
amount of the Securities of each series at the time outstanding, on behalf of
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the Holders of all the Securities of that series, to waive compliance by the
Company and the Guarantor with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect
to such series. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if
any) and interest on this Note at the time, place and rate, and in the coin
or currency, herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set
forth therein and above, the transfer of this Note may be registered on the
Security Register of the Company, upon surrender of this Note for
registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the
same aggregate principal amount, and having endorsed thereon a Guarantee duly
executed by the Guarantor, will be issued to the designated transferee or
transferees.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Note for registration of transfer,
the Company, the Guarantor, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and
neither the Company, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary.
Certain of the Company's and the Guarantor's obligations under the
Indenture with respect to Notes, may be terminated if the Company or the
Guarantor irrevocably deposits with the Trustee money or Government
Obligations sufficient to pay and discharge the entire indebtedness on all
Notes, as provided in the Indenture.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
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All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
Dated: ____________
KEYSPAN GAS EAST CORPORATION
By: ______________________________
[Name and Title]
[FACSIMILE OF SEAL]
Attest:
By: ______________________________
[Name and Title]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated therein referred to in
the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________________
Authorized Officer
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with
interest to the repayment date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
Corporate Trust Office, or at such other place or places of which the Company
shall from time to time notify the Holder of this Note, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, if any, shown on the
face of this Note, this Note with this "Option to Elect Repayment" form duly
completed. This Note notice must be received by the Trustee by 5:00 P.M.,
New York City time, on the last day for giving such notice.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be in an amount equal to
$1,000 or an integral multiple thereof, provided that any remaining principal
amount is equal to an authorized denomination) which the Holder elects to
have repaid and specify the denomination or denominations (which shall be in
an amount equal to an authorized denomination) of the Notes to be issued to
the Holder for the portion of this Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not
being repaid).
$ _______________________ ______________________________________________
NOTICE: The signature on this Option to Elect
Date_____________________ Repayment must correspond with the name as
written upon the face of this Note in every
particular, without alteration or enlargement
or any change whatever
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ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby
sell(s), assign(s) and transfer(s) unto (insert Taxpayer Identification No.)
_____________________________________________________________________________
_____________________________________________________________________________
(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.
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GUARANTEE
FOR VALUE RECEIVED, KEYSPAN CORPORATION, a New York corporation
(the "Guarantor"), hereby fully and unconditionally guarantees to each Holder
of a Note authenticated and delivered by the Trustee, and to the Trustee on
behalf of each such Holder, the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on each such Note, the due and
punctual payment of any sinking fund payments provided for pursuant to the
terms of such Note and the payment of any additional amounts when and as the
same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of such Note and of the Indenture, dated as of December 1,
1999 (the "Indenture") by and among KeySpan Gas East Corporation (the
"Issuer" or the "Company"), the Guarantor and The Chase Manhattan Bank, as
Trustee (the "Trustee"). In case of the failure of the Company punctually to
make any such payment of principal (or premium, if any) or interest, if any,
or sinking fund payment or payment of additional amounts, the Guarantor
hereby agrees to cause any such payment to be made punctually when and as the
same shall become due and payable, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Company.
The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of
such Note or the Indenture, the absence of any action to enforce the same,
any waiver or consent by the Holder of such Note or by the Trustee with
respect to any provisions thereof or of the Indenture, the obtaining of any
judgment against the Company or any action to enforce the same or any other
circumstances which might otherwise constitute a legal or equitable discharge
or defense of a guarantor. The Guarantor hereby waives the benefits of
diligence, presentment, demand of payment, filing of claims with a court in
the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest or notice with respect to such
Note or the indebtedness evidenced thereby or with respect to any sinking
fund payment required pursuant to the terms of such Note and all demands
whatsoever, and covenants that this Guarantee will not be discharged except
by complete performance of the obligations contained in the Notes and in this
Guarantee. This Guarantee is a guarantee of payment and not collection. If
the Trustee or the Holder of any Note is required by any court or otherwise
to return to the Company or the Guarantor, or any custodian, receiver,
liquidator, trustee, sequestrator or other similar official acting in
relation to the Company or the Guarantor, any amount paid to the Trustee or
such Holder in respect of a Note, this Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. The Guarantor
further agrees, to the fullest extent that it lawfully may do so, that, as
between the Guarantor on the one hand, and the Holders and the Trustee, on
the other hand, the maturity of the obligations guaranteed hereby may be
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accelerated as provided in Article V of the Indenture for the purposes of
this Guarantee, notwithstanding any stay, injunction or other prohibition
extant under any applicable bankruptcy law preventing such acceleration in
respect of the obligations guaranteed hereby.
The Guarantor shall be subrogated to all rights of the Holders of
the Notes of a particular series against the Company in respect of any amount
paid by the Guarantor on account of such Note pursuant to the provisions of
this Guarantee or the Indenture; provided, however, that the Guarantor shall
not be entitled to enforce or to receive any payments arising out of, or
based upon, such right of subrogation until the principal of (and premium, if
any) and interest, if any, on all Notes of such series issued hereunder shall
have been paid in full.
The Guarantor hereby certifies and warrants that all acts,
conditions and things required to be done and performed and to have happened
prior to the creation and issuance of this Guarantee and to constitute the
same as the legal, valid and binding obligation of the Guarantor enforceable
in accordance with its terms, have been done and performed and have happened
in due and strict compliance with applicable laws.
The delivery of any Note by the Trustee, after the authentication
thereof, shall constitute due delivery of this Guarantee endorsed thereon on
behalf of the Guarantor. The Guarantor hereby agrees that this Guarantee
shall remain in full force and effect notwithstanding any failure to endorse
on each Note a notation of this Guarantee.
This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York.
All terms used in this Guarantee which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, KEYSPAN CORPORATION has caused this Guarantee
to be duly executed in its corporate name by the facsimile signature of one
of its officers thereunto duly authorized and has caused a facsimile of its
corporate seal to be affixed hereunto or imprinted or otherwise reproduced
hereon.
Dated as of: , 2000
KEYSPAN CORPORATION
By: ___________________________________
[Name and Title]
[FACSIMILE OF SEAL]
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