Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.90M
Business-Combination Transaction
2: EX-1.1 Purchase Agreement 29 130K
3: EX-3.1 Certificate of Incorporation 2 17K
4: EX-3.2 By-Laws 7 29K
5: EX-4.1 Indenture 75 343K
6: EX-4.2 First Supplemental Indenture 95 318K
7: EX-4.3 Form of Series A-1 Bond 10 34K
8: EX-4.4 Form of Series B-1 Bond 10 36K
9: EX-4.5 Registration Rights Agreement 24 107K
10: EX-5.1 Opinion re: Legality 2 16K
11: EX-10.1 Power Purchase and Sales Agreement 44 112K
23: EX-10.10 Interconnection Agreement With Wmeco 47 182K
24: EX-10.11 (800) 688 - 1933 59 249K
25: EX-10.12 Purchase and Sales Agreement Wmeco 57 239K
26: EX-10.13 Form of Exchange Agent Agreement 9 39K
12: EX-10.2 Guaranty 10 41K
13: EX-10.3 Consent and Agreement 8 39K
14: EX-10.4 Security Agreement 17 68K
15: EX-10.5 Form of Mortgage 22 87K
16: EX-10.6 Management and Operation Agreement 44 120K
17: EX-10.6(1) (800) 688 - 1933 2 16K
18: EX-10.7 Service Contract 9 36K
19: EX-10.7(1) Renewal of Service Contract 2 17K
20: EX-10.8 Tax Allocation Agreement 8 38K
21: EX-10.8-1 First Amendment to Tax Allocation Agreement 11 41K
22: EX-10.9 (800) 688 - 1933 47 181K
27: EX-12 Ratio of Earnings to Fixed Charges 1 13K
28: EX-23.1 Consent of Arthur Andersen 1 11K
29: EX-23.3 (800) 688 - 1933 2± 15K
30: EX-23.4 Consent of Pa Consulting Services 2± 14K
31: EX-25.1 Form T-1 7 26K
32: EX-99.1 Letter of Transmittal HTML 71K
33: EX-99.2 Notice of Guaranteed Delivery HTML 26K
34: EX-99.3 Brokers Letter HTML 16K
35: EX-99.4 Client Letter HTML 22K
EX-4.3 — Form of Series A-1 Bond
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Exhibit 4.3
[Form of Certificate of
4.998% Series A-1 Senior Secured Bond Due 2005]
[Form of face of Global Bond
4.998% Series A-1 Senior Secured Bonds Due 2005]
NORTHEAST GENERATION COMPANY
4.998% SERIES A-1 SENIOR SECURED BOND DUE 2005
No. CUSIP NUMBER
[ ]
PRINCIPAL AMOUNT FINAL SCHEDULED PAYMENT DATE ISSUE DATE
---------------- ---------------------------- ----------
$[120,000,000] October 15, 2005 [ ]
REGISTERED HOLDER: Cede & Co.
PRINCIPAL AMOUNT: [One Hundred Twenty Million Dollars]
INTEREST RATE: 4.998%
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 A 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 A 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 October 15 and April 15 in each year commencing April 15, 2002)
until the Principal Amount is paid in full or payment thereof is duly provided
for. Any
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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 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
4.998% Series A-1 Senior Secured Bonds Due 2005]
NORTHEAST GENERATION COMPANY
4.998% SERIES A-1 SENIOR SECURED BOND DUE 2005
This bond is one of an authorized issue of Bonds of the Issuer
known as its 4.998% Series A-1 Senior Secured Bonds Due 2005 (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.
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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.
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 $120,000,000 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
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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.
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
4.998% SERIES A-1 SENIOR SECURED BOND DUE 2005
The following table sets forth the date of each semiannual
installment of the aggregate principal to be paid on all Bonds of the Series
A-1, and the Series A if any bonds of such series remain outstanding, on each
such date:
[Download Table]
PRINCIPAL PRINCIPAL
PAYMENT AMOUNT
DATES PAYABLE
----- ON SERIES
A-1 BONDS
---------
April 15, 2002 $ 12,000,000
October 15, 2002 12,000,000
April 15, 2003 13,500,000
October 15, 2003 13,500,000
April 15, 2004 15,750,000
October 15, 2004 15,750,000
April 15, 2005 18,750,000
October 15, 2005 18,750,000
TOTAL $120,000,000
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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
---------------------------------------------
(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
--------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(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:
---------------------
------------------------------
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.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 10/15/05 | | 1 | | | | | None on these Dates |
| | 4/15/02 | | 1 | | 8 |
| Filed on: | | 12/6/01 |
| | 10/18/01 | | 1 | | 5 |
| List all Filings |
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