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Exhibit 4.1
REGISTERED REGISTERED
No.R-1 PRINCIPAL AMOUNT: $ 300,000,000
CUSIP 67019E AA 5 MATURITY DATE: February 15, 2010
INTEREST PAYMENT
REGISTERED OWNER: Cede & Co. DATES: February 15 and August 15
NSTAR
8% NOTE DUE FEBRUARY 15, 2010
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A
NOMINEE THEREOF.
Unless this Security is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"). to NSTAR or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), 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.
NSTAR, a voluntary association duly organized and validly existing under
the laws of The Commonwealth of Massachusetts (herein called the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the Registered
Owner, or registered assigns, the Principal Amount on the Maturity Date, except
to the extent redeemed prior to the Maturity Date, and to pay interest on said
principal sum semi-annually on each Interest Payment Date, commencing August 15,
2000, at the rate per annum specified in the title of this Security, from the
February 15 or August 15, as the case may be, next preceding the date of this
Security to which interest has been paid unless the date hereof is a date to
which interest has been paid, in which case from the date of this Security, or
unless no interest has been paid on this Security, in which case from the date
of initial issuance until payment of said principal sum has been made or duly
provided for and at such rate on any overdue principal and premium and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, except as otherwise
provided in said Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the February 1 or August 1, as the case may be, next preceding such February
15 or August 15. The principal of (and premium, if any) and interest on this
Security are payable in such coin or currency of the United States of America as
at the time payment is legal tender for payment of public and
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private debts, at the office or agency of Bank One Trust Company, N.A.
(hereinafter called the "Indenture Trustee," which term includes any successor
Indenture Trustee under the Indenture), as Indenture Trustee and Paying Agent,
located at 14 Wall Street, 8th Floor, New York, New York 10005, or at such other
office as the Indenture Trustee shall designate by written notice to the
Registered Owner of this Security; provided that interest shall be paid by wire
transfer in immediately available funds to an account located in the United
States of America as the registered Holder hereof shall designate to the
Indenture Trustee in writing at least 15 business days prior to such Interest
Payment Date. Any interest not punctually paid or duly provided for shall be
payable as provided in the Indenture.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS, INCLUDING THE OPTIONAL
REDEMPTION PROVISIONS, OF THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH
FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
AT THIS PLACE.
THE NAME "NSTAR" MEANS THE TRUSTEES, AS TRUSTEES BUT NOT PERSONALLY, UNDER
THE DECLARATION OF TRUST DATED APRIL 20, 1999, AS AMENDED FROM TIME TO TIME.
Ably OBLIGATION, AGREEMENT, OR LIABILITY MADE, ENTERED INTO, OR INCURRED BY OR
ON BEHALF OF NSTAR BINDS ONLY ITS TRUST ESTATE, AND NO SHAREHOLDER, DIRECTOR,
TRUSTEE, OFFICER OR AGENT THEREOF ASSUMES OR SHALL BE HELD TO ANY LIABILITY
ENTERED INTO ON BEHALF OF NSTAR.
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This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued under the Indenture dated as of
January 12, 2000, between the Company and Bank One Trust Company, N.A., as
Indenture Trustee, to which Indenture and all other indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Indenture Trustee and the Holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated as
the 8% Notes due February 15, 2010.
The Securities are redeemable, in whole or in part, at the Company's option
at any time. The redemption price for the Securities to be redeemed will equal
the greater of the following amounts, plus, in each case, accrued interest
thereon to the redemption date: (i) 100% of the principal amount of the
Securities to be redeemed or (ii) as determined by a Reference Treasury Dealer
(as defined herein), the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities to be redeemed (not
including any portion of any payments of interest accrued as of the redemption
date) discounted to the redemption date on a semi-annual basis at the Adjusted
Treasury Rate (as defined herein) plus 15 basis points. The redemption price
will be calculated assuming a 360-day year consisting of twelve 30-day months.
The Company will mail notice of any redemption at least 30 days but not more
than 60 days before the redemption date to each Holder of the Securities to be
redeemed. Un less the Company defaults in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the Securities
or portions thereof called for redemption.
The terms which follow, when used in this Security, shall have the
following meanings: "Adjusted Treasury Rate" means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to thc
Comparable Treasury Price for such redemption date; "Comparable Treasury Issue"
means the United States Treasury security selected by a Reference Treasury
Dealer as having a maturity comparable to the remaining term of the Securities
being redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such Securities;
"Comparable Treasury Price" means, with respect to any redemption date, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the Indenture Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Reference Treasury
Dealer Quotations; "Reference Treasury Dealer" means (i) each of Goldman, Sachs
& Co, Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Credit Suisse
First Boston Corporation and FleetBoston Robertson Stephens Inc. and their
respective successors, unless any of them ceases to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), in
which case the Company shall substitute another
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Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by
the Company; and "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any redemption date, the average, as
determined by the Indenture Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Indenture Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such redemption date.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security may be registered on the Security Register
of the Company, upon surrender of this Security for registration of transfer at
the office or agency of the Indenture Trustee, as Indenture Trustee and Paying
Agent, located at 14 Wall Street, 8th Floor, New York, New York 10005, or at
such other office as the Indenture Trustee shall designate by written notice to
the Registered Owner of this Security, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Indenture Trustee duly executed by, the registered Holder hereof or his attorney
duly authorized in writing and thereupon one or more new Securities of this
series, of any authorized denominations and for a like aggregate principal
amount and tenor, will be issued to the designated transferee or transferees;
provided, however, that the Indenture Trustee will not be required to register
the transfer of or exchange any Security that has been called for redemption in
whole or in part, except the unredeemed portion of Securities being redeemed in
part.
The Securities of this series are issuable only in registered form without
coupons in minimum denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000. As provided in the Indenture, and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount and tenor of Securities of
this series of any authorized denomination, as requested by the Holder
surrendering the same; provided, however, that the Company shall not be required
to issue any Securities of this series of a denomination less than $1,000.
No service charge (to the Holder) will be made for any such 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.
The Indenture Trustee shall be entitled to withhold from all payments of
principal of (and premium, if any) and interest on this Security any amounts
required to be withheld under the applicable provisions of the Federal income
tax laws of the United States at the time of such payments.
Prior to due presentment for registration of transfer of this Security, the
Company, the Indenture Trustee and any agent of the Company or the Indenture
Trustee, may treat the Person in whose name this Security is registered as the
owner hereof for the purpose of receiving payment as herein provided and for all
other purposes, whether or not this Security be overdue
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and neither the Company, the Indenture Trustee nor any agent of the Company or
Indenture Trustee shall be affected by notice to the contrary.
If an Event of Default shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable, and such declarations
may be in certain events rescinded, in the manner and with the effect provided
in the Indenture.
The Indenture permits, to the extent therein provided, the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding if all of the Securities
Outstanding are affected, or the Holders of a majority in aggregate principal
amount of each series to be affected, in case one or more, but less than all, of
the series of the Outstanding Securities are affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and the consequences thereof. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of any Security
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
Security or such other Security.
The Securities of this series are unsecured.
All terms in this Security which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Security shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee by manual signature, this Security shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its seal.
NSTAR
Dated:______________________________ By:___________________________
Title:
Attest:
______________________________
Title: Clerk/Secretary
INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.
BANK ONE TRUST COMPANY, N.A.,
as Indenture Trustee
By:_________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Note, 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 - Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, I or we sell, assign and transfer to
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
___________________________
_______________________________________________________________________
(Print or type name, address and zip code of assignee)
_______________________________________________________________________
the within Security and hereby irrevocably constitute and appoint ___________
attorney to transfer the said Security on the books of the Company with full
power of substitution in its premises.
Dated: ________________________________ Signed: _______________________
Signatures must be guaranteed by a commercial bank or trust company or a member
of a major stock exchange.
_________________________________
Signature Guarantee
NOTICE: The above signatures of the holder(s) hereof must correspond with the
name as written upon the face of the Note in every particular, without
alteration or enlargement or any change whatever.
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