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Exhibit 4.4
[Form of Certificate of
8.812% Series B-1 Senior Secured Bond Due 2026]
[Form of face of Global Bond
8.812% Series B-1 Senior Secured Bonds Due 2026]
NORTHEAST GENERATION COMPANY
8.812% SERIES B-1 SENIOR SECURED BOND DUE 2026
No. CUSIP NUMBER
[ ]
PRINCIPAL AMOUNT FINAL SCHEDULED PAYMENT DATE ISSUE DATE
- ---------------- ---------------------------- ----------
$[320,000,000] October 15, 2026 [ ]
REGISTERED HOLDER: Cede & Co.
PRINCIPAL AMOUNT: [Three Hundred Twenty Million Dollars]
INTEREST RATE: 8.812%
NORTHEAST GENERATION COMPANY, a Connecticut corporation
(hereinafter called the "ISSUER", which term includes any successor or assign
under the Indenture referred to below), for value received hereby promises to
pay to Cede & Co., or its registered assigns, the outstanding Principal Amount
hereof, after subtracting the aggregate principal amount of any definitive Bonds
issued in exchange for a portion or portions hereof, such payment to be made in
semiannual installments on October 15 and April 15 of each year (commencing
April 15, 2002) and ending on the final Scheduled Payment Date set forth above,
each such installment to be in the amount and payable on the date set forth on
Annex A attached hereto (PROVIDED that the portion of the Principal Amount
remaining unpaid on the final Scheduled Payment Date, together with all interest
accrued thereon, shall in any and all cases be due and payable on the final
Scheduled Payment Date), and to pay interest on the unpaid portion of the
Principal Amount at the interest rate set forth above from the most recent
Scheduled Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from the date of the last
interest payment made on the Series B Bonds (as defined in the First
Supplemental Indenture) occurring prior to the issue date set forth above or, if
no interest has been paid or duly provided for on the Series B Bonds, from
October 18, 2001 semiannually on October 15 and April 15 in each year commencing
April 15, 2002 (PROVIDED, if the issue date is on or after a Regular Record Date
and prior to the related Scheduled Payment Date, the Issuer shall pay interest
from the Scheduled Payment Date immediately succeeding the issue date
semiannually on April 15 and October 15 in each year commencing April 15, 2002)
until the Principal Amount is paid in full or payment thereof is duly provided
for. Any installment of principal and, to the extent permitted by applicable
law, any payment of interest not punctually paid or duly provided for shall
continue to bear interest at a rate equal to the interest rate set forth above.
The principal and interest so payable, and punctually paid or duly provided for,
at any Scheduled Payment Date shall, as provided in the Indenture, be paid to
the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered in the Security Register at the close of business on the Regular
Record Date for such payment of principal and interest, which shall be March 31
or September 30, as the case may be (whether or not a Business Day), next
preceding such Scheduled Payment Date. Any such principal and interest that is
payable, but is not so punctually paid or duly provided for at any Scheduled
Payment Date, shall forthwith cease to be payable to the Holder hereof on such
Regular Record Date, and may be paid to the Person in whose name this Bond (or
one or more Predecessor Bonds) is registered at the close of business on a
Special Record Date for the payment of such defaulted principal and interest
(together with any other amounts payable with respect to such principal and
interest), to be fixed by the Trustee, notice of which shall be given to the
Holder hereof not less than 10 days prior to such Special Record Date, or may be
paid at any time in any other
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lawful manner not inconsistent with the requirements of any securities exchange
on which this Bond may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture. This being a Global
Bond (as that term is defined in the Indenture) deposited with DTC acting as
depository, and registered in the name of Cede & Co. as nominee of DTC, Cede &
Co., as holder of record of this Bond shall be entitled to receive payment of
principal and interest, other than principal and interest due at the final
Scheduled Payment Date, by wire transfer of immediately available funds. Payment
of the final installment of principal payable with respect to this Bond shall be
made as provided in Section 6.5 of the Original Indenture (in the event this
Bond is redeemed) or shall be made upon presentation and surrender of this Bond
at the Place of Payment. All payments in respect of this Bond 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 debts.
Whenever any amount to be paid hereunder is stated to be due
on a day that is not a Business Day, such amount shall be payable on the next
succeeding Business Day and if such payment is timely made, no interest shall
accrue for the period from and after the day on which such payment was due.
Interest payments for this Bond will be computed and paid on the basis of a
360-day year consisting of twelve 30-day months.
Reference is made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee 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 Issuer has caused this instrument to
be duly executed.
NORTHEAST GENERATION COMPANY
By
--------------------------
Name:
Title:
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
---------------------------------
Authorized Signatory
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[Form of reverse of Global Bond
8.812% Series B-1 Senior Secured Bonds Due 2026]
NORTHEAST GENERATION COMPANY
8.812% SERIES B-1 SENIOR SECURED BOND DUE 2026
This bond is one of an authorized issue of Bonds of the
Issuer known as its 8.812% Series B-1 Senior Secured Bonds Due 2026 (the
"BONDS"). The Bonds are issued under the Indenture dated as of October 18,
2001 (the "ORIGINAL INDENTURE") among the Issuer and The Bank of New York, a
New York banking corporation, as trustee (in such capacity, together with its
successors in such capacity, the "TRUSTEE"), as supplemented by the First
Supplemental Indenture dated as of October 18, 2001 (the "FIRST
SUPPLEMENTAL INDENTURE") among the Issuer and the Trustee (the Original
Indenture, as so supplemented, and as the same may be amended, modified and
further supplemented, the "INDENTURE"). All capitalized terms used herein,
unless otherwise defined herein, shall have the meanings ascribed to them in
the Indenture.
All Bonds of any series issued and Outstanding under the
Indenture rank on a parity with each other Bond of the same series and with all
Bonds of each other series. Reference is hereby made to the Indenture for a
description of the nature and extent of the Bonds and the respective rights,
limitations of rights, duties and immunities thereunder of the Holders and of
the Trustee and the Issuer in respect of the Bonds and the terms upon which the
Bonds are made and are to be authenticated and delivered.
The principal of and interest on this Bond are secured by
assets subject to the Lien of the Collateral Documents, and all payments of
principal and interest shall be made in accordance with the terms of the
Indenture. Each Holder, by acceptance of this Bond, hereby acknowledges and
agrees that (a) subject to the terms of Section 8.2 of the Original Indenture,
it will look solely to the revenues of the Issuer, the Collateral and the income
and proceeds received by the Trustee therefrom to the extent available for
distribution to such Holder as herein provided or provided in the Collateral
Documents, (b) neither the Shareholder, nor any of its past, present or future
officers, partners, directors or shareholders or other Related Persons, nor the
Trustee shall be personally or otherwise liable to any Holder, nor shall the
Shareholder, nor any of its past, present or future officers, partners,
directors or shareholders or other Related Persons, be personally or otherwise
liable to the Trustee for any amounts payable under any Bond or for any
liability under the Indenture or any other Transaction Document, except as
provided in the Original Indenture and (c) recourse for any such amounts payable
shall be otherwise limited in accordance with Section 2.14 and Section 16.1 of
the Original Indenture.
The obligations of the Issuer to pay the principal of and
interest on the Bonds when due as herein prescribed are absolute and
unconditional and no provision of this Bond or the Indenture shall alter or
impair such obligations.
The Bonds are subject to and have the benefits of the
Collateral Documents pursuant to which the rights of the parties in respect of
the Collateral will be exercised by the Trustee in accordance with the
Collateral Documents.
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The Indenture permits, with certain exceptions, as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holder under the Indenture at
any time by the Issuer with the consent of the Holders of more than 50% in
aggregate principal amount of the Bonds of all series then Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Bonds of all series then
Outstanding, on behalf of the Holders of all the Bonds, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any Act (as such term is defined in
the Indenture), including, but not limited to, such a consent, waiver or
direction by the Holder of this Bond shall be conclusive and binding upon the
Holder and upon all future Holders of this Bond and the Holder of every Bond
issued upon the transfer hereof or the exchange herefor or in lieu hereof
whether or not notation of such Act is made upon this Bond.
This Bond is one of the series designated on the face hereof,
limited to $320,000,000 in aggregate principal amount as provided in the Second
Supplemental Indenture.
This Bond and all Bonds issued or to be issued in a series
created under the First Supplemental Indenture are redeemable in whole or in
part at the option of the Issuer in accordance with Section 6.1 of the Original
Indenture, on not less than 30 nor more than 60 days' notice, at a redemption
price equal to the principal amount thereof plus unpaid and accrued interest
plus the Make-Whole Premium.
The Bonds are, under certain conditions, subject to mandatory
redemption in whole or in part as set forth in Section 6.2 of the Original
Indenture. Notice of any redemption of Bonds will be given at least 30 days but
not more than 60 days before the Redemption Date to each Holder at its address
as it appears in the Security Register.
Bonds (or portions thereof as aforesaid) for the redemption of
which provision is made in accordance with the Indenture shall cease to bear
interest from and after any Redemption Date.
The Indenture contains provisions for, upon compliance by the
Issuer with certain conditions set forth in the Indenture, the defeasance of (a)
the entire indebtedness of this Bond and (b) certain restrictive covenants and
agreements.
The unpaid portion of the Principal Amount, together with any
interest accrued and unpaid thereon and all other amounts due hereunder, if any,
may become due and payable upon the occurrence and continuation of any Event of
Default, but only as provided in the Indenture.
The Bonds are issuable only as registered Bonds without
coupons in minimum denominations of $100,000 and any integral multiple of $1,000
in excess thereof. As provided in, and subject to the provisions of, the
Indenture, Bonds are exchangeable at the option of the Holder thereof for other
Bonds of the same series, of authorized denomination and of like tenor,
maturity, interest rate and aggregate principal amount, to be registered in the
name of such Holder, upon surrender thereof by such Holder at any office or
agency maintained for such purpose pursuant to the Indenture.
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No service charge will be required of any Holder participating
in any such transfer or exchange of Bonds in respect of such transfer or
exchange, but the Security Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
The person in whose name this Bond is registered shall be
deemed to be the owner and holder hereof for the purpose of receiving payment as
herein provided and for all other purposes whether or not this Bond be overdue
regardless of any notice to anyone to the contrary.
THIS BOND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW THEREOF TO THE EXTENT THE APPLICATION OF SUCH PRINCIPLES WOULD
CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
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ANNEX A TO
8.812% SERIES B-1 SENIOR SECURED BOND DUE 2026
The following table sets forth the date of each semiannual
installment of the aggregate principal to be paid on all Bonds of the Series
B-1, and the Series B if any bonds of such series remain outstanding, on each
such date:
<Table>
<Caption>
PRINCIPAL PRINCIPAL
PAYMENT AMOUNT
DATES PAYABLE
----- ON SERIES
B-1 BONDS
---------
April 15, 2007 $ 1,750,000
October 15, 2007 1,750,000
April 15, 2008 2,625,000
October 15, 2008 2,625,000
April 15, 2009 3,250,000
October 15, 2009 3,250,000
April 15, 2010 4,000,000
October 15, 2010 4,000,000
April 15, 2011 4,875,000
October 15, 2011 4,875,000
April 15, 2012 5,375,000
October 15, 2012 5,375,000
April 15, 2013 2,500,000
October 15, 2013 2,500,000
April 15, 2014 3,125,000
October 15, 2014 3,125,000
April 15, 2015 2,250,000
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October 15, 2015 2,250,000
April 15, 2016 3,000,000
October 15, 2016 3,000,000
April 15, 2017 7,500,000
October 15, 2017 7,500,000
April 15, 2018 8,000,000
October 15, 2018 8,000,000
April 15, 2019 9,500,000
October 15, 2019 9,500,000
April 15, 2020 10,500,000
October 15, 2020 10,500,000
April 15, 2021 12,000,000
October 15, 2021 12,000,000
April 15, 2022 13,000,000
October 15, 2022 13,000,000
April 15, 2023 14,250,000
October 15, 2023 14,250,000
April 15, 2024 16,000,000
October 15, 2024 16,000,000
April 15, 2025 17,500,000
October 15, 2025 17,500,000
April 15, 2026 19,000,000
October 15, 2026 19,000,000
TOTAL $320,000,000
</Table>
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ABBREVIATIONS
The following abbreviations when used in the inscription on
the face of this instrument shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT
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(Cust) (Minor)
under Uniform Gift to Minors Act
-----------------------------------------------
(State)
Additional abbreviations may also be used though
not in the above list
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FOR VALUE-RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
Identifying Number of Assignee
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(Please print or typewrite name and address,
including zip code of Assignee)
the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _______ attorney to transfer said Bond on the books of the Company,
with full power of substitution in the premises.
Dated:
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NAME:
NOTICE: The signature to this assignment must correspond with the name as
written upon the first page of the within instrument in every
particular, without alteration or enlargement or any change whatsoever.