Exhibit 4.24
FORM OF SENIOR DEBT SECURITY
KEYSPAN CORPORATION
__% NOTE DUE 20__
REGISTERED PRINCIPAL AMOUNT
$
No. CUSIP No.
ISIN No.
[If a Global Note: 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 IS 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.]
KEYSPAN CORPORATION, a New York 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 , 20 , and to pay
interest thereon (computed on the basis of a 360-day year of twelve 30-day
months), semiannually on and (the "Interest Payment Dates") of each year,
commencing on , 20 , at the rate per annum specified in the title of this Note
from , 20 or the most recent Interest Payment Date to which interest had been
paid or duly provided for.
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 or preceding such Interest Payment
Date (the "Record Date"). 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.
Reference is hereby made to the further provisions of this
Note 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 or on behalf of JPMorgan Chase 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.
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 CORPORATION
By:______________________________
Name:
Title:
[SEAL]
Attest:
By:______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:______________________________
Authorized Officer
(Reverse of Note)
KEYSPAN CORPORATION
This Note is one of a duly authorized issue of Securities of
the Company designated as its % Notes Due 20 (the "Notes"). The Notes are one of
an indefinite number of series of debt securities of the Company (the
"Securities"), issued or issuable under and pursuant to an indenture (the
"Indenture") dated as of November 1, 2000, between the Company and JPMorgan
Chase Bank, successor to 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 Trustee and
the Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered. This Note is one of a series designated on the face
hereof as limited (except as provided in the Indenture) in aggregate principal
amount to $ . The terms of other series of Securities issued under the Indenture
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 Indenture further provides that Securities of a single
series may be issued at various times, with different maturity dates and may
bear interest at different rates.
[This Note is not subject to any sinking fund.]
If an Event of Default (other than an Event of Default
described in Section 501 (5) or 501(6) of the Indenture) with respect to the
Notes shall occur and be continuing, then either the Trustee or the Holders of
not less than 25% in aggregate principal amount of the Notes of this series then
Outstanding may declare the aggregate principal amount of the Notes of this
series due and payable in the manner and with the effect provided in the
Indenture. If an Event of Default specified in Section 501(5) or 501(6) occurs
with respect to the Company, all of the unpaid principal amount and accrued
interest thereon shall ipso facto become and be immediately due and payable in
the manner and with the effect provided in the Indenture without any declaration
or other act by the Trustee or any Holder.
The Indenture permits, with certain exceptions as therein
provided, the Company 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, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, however, that no such supplemental indenture shall, among
other things, (i) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or interest thereon, if any, or any premium payable
upon redemption thereof, or (ii) change the Place of Payment on any Security or
the currency or currency unit in which any Security or the principal or interest
thereon is payable; impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof; or reduce or alter the
method of computation of any amount payable upon redemption, repayment or
purchase of any Securities by the Company (or the time when such redemption,
repayment or purchase may be made); or reduce the percentage in principal amount
of the Securities, the Holders of which are required to consent to any
supplemental indenture, without the consent of the Holder of each Security
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 the Holders of all the Securities of that series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences with respect to
such series, except a default in the payment of principal of or interest, if
any, on any Security of that series or a default with respect to a covenant or
provision of the Indenture which cannot be amended without the consent of such
Holder.
The Notes are issuable only in registered form without coupons
in denominations 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 after the Company receives such notice or becomes
aware of such ineligibility, (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 and in an equal aggregate
principal amount. Such definitive Notes shall be registered in such name or
names as the Depositary shall instruct the Trustee.
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 will be issued to the designated transferee or
transferees.
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.
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 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 Trustee nor any such agent shall be affected by notice to the contrary.
Certain of the Company's obligations under the Indenture with
respect to Notes, may be terminated if the Company 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.
No recourse shall be had for the payment of the principal of
(and premium, if any), or the interest, if any, on this Note, or for any claim
based thereon, or upon any obligation, covenant or agreement of the Company in
the Indenture, against the any incorporator, stockholder, officer or director,
as such, past, present of future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment of penalty or otherwise; and all such personal
liability is expressly released and waived as a condition of, and as part of the
consideration for, the issuance of this Note.
The Indenture and the Notes shall be governed by and construed
in accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
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.