THE TERMS OF THE BONDS. SECTION 2.1 TERMS OF 8.54% SENIOR SECURED BONDS SERIES A DUE 2019. (a) There is hereby created one (1) series of Bonds designated: 8.54% Senior Secured Bonds Series A due 2019, in the aggregate principal amount of $224,000,000 (the "SENIOR SECURED BONDS SERIES A"). Upon delivery of a Company Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver the Senior Secured Bonds Series A. Such Company Order shall specify the amount of the Senior Secured Bonds Series A to be authenticated and the date on which such Bonds are to be authenticated. (b) The Senior Secured Bonds Series A, if issued in certificated definitive form, shall be substantially in the form of Schedule A-1 hereto and, if issued in the form of one or more global Bonds, shall comply with the provisions of Section 2.3 and shall be substantially in the form of Schedule A-2. SECTION 2.2 TERMS OF 9.20% SENIOR SECURED BONDS SERIES B DUE 2029. (a) There is hereby created one (1) series of Bonds designated: 9.20% Senior Secured Bonds Series B due 2029, in the aggregate principal amount of $160,000,000 (the "SENIOR SECURED BONDS SERIES B"). Upon delivery of a Company Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver the Senior Secured Bonds Series B. Such Company Order shall specify the amount of the Senior Secured Bonds Series B to be authenticated and the date on which such Bonds are to be authenticated. (b) The Senior Secured Bonds Series B, if issued in certificated definitive form, shall be substantially in the form of Schedule B-1 hereto and, if issued in the form of one or more global Bonds, shall comply with the provisions of Section 2.3 and shall be substantially in the form of Schedule B-2. (c) The Senior Secured Bonds Series A, together with the Senior Secured Bonds Series B, shall collectively be referred to as the "Senior Secured Bonds."
Appears in 1 contract
THE TERMS OF THE BONDS. SECTION 2.1 TERMS OF 8.542.1. Terms of 8.065% SENIOR SECURED BONDS SERIES Series A DUE 2019Senior Secured Bonds Due 2004 and 8.065% Series A-1 Senior Secured Bonds Due 2004.
(a) There is are hereby created one (1) two series of Bonds designated: 8.54(i) 8.065% Series A Senior Secured Bonds Series A due 2019Due 2004, in the aggregate principal amount of which at any time may not exceed $224,000,000 320,000,000 (the "SENIOR SECURED BONDS SERIES ASeries A Senior Secured Bonds Due 2004"), and (ii) 8.065% Series A-1 Senior Secured Bonds Due 2004, in an aggregate principal amount which at any time may not exceed $320,000,000 less the aggregate principal amount of Series A Senior Secured Bonds Due 2004 then Outstanding (the "Series A-1 Senior Secured Bonds Due 2004"). Upon The Series A Senior Secured Bonds Due 2004 may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture. On or prior to the Exchange Offer Consummation Date for the Series A Senior Secured Bonds Due 2004, the Company may execute and deliver to the Trustee, and upon delivery of a Company an Issuer Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver deliver, the Series A-1 Senior Secured Bonds Due 2004 in exchange for Series A. A Senior Secured Bonds Due 2004 validly surrendered to the Trustee pursuant to the Exchange Offer. Such Company Issuer Order shall specify the amount of the Series A-1 Senior Secured Bonds Series A Due 2004 to be authenticated and the date on which such Series A-1 Senior Secured NRG Northeast Generating Supplemental Indenture Bonds Due 2004 are to be authenticated. The aggregate principal amount of the Series A Senior Secured Bonds Due 2004 together with the Series A-1 Senior Secured Bonds Due 2004 Outstanding at any time may not exceed $320,000,000, except as provided in the Original Indenture.
(b) The Series A Senior Secured Bonds Series ADue 2004, (i) if issued to Persons that are institutional "accredited investors" meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each, an "Institutional Accredited Investor") that are not QIBs (as defined below), shall be issued in certificated definitive form, shall be substantially in the form of Schedule A-1 hereto and1-A hereto, registered in the name of the purchaser thereof and (ii) (A) if issued to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act; each, a "QIB") in reliance on Rule 144A under the Securities Act, or (B) if issued in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall be issued in the form of one or more global Bonds, shall comply with the provisions of Section 2.3 and shall be Global Bonds substantially in the form of Schedule A-2.
SECTION 2.2 TERMS OF 9.20% SENIOR SECURED BONDS SERIES 1-B DUE 2029.
hereto, shall be deposited on behalf of the purchasers of the Initial Bonds represented thereby with the Trustee (a) There is hereby created one (1) series at its respective address for notices set forth in Section 1.4 of Bonds designated: 9.20% Senior Secured Bonds Series B due 2029the Original Indenture), as custodian for the Registered Depositary, shall be registered in the name of the Registered Depositary or a nominee of the Registered Depositary and the aggregate principal amount of $160,000,000 (the "SENIOR SECURED BONDS SERIES B"). Upon delivery of a Company Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver the Series A Senior Secured Bonds Series B. Such Company Order shall specify Due 2004 so issued may from time to time be increased or decreased by adjustments made on the amount records of the Senior Secured Bonds Series B to be authenticated Trustee and the date on which such Bonds are to be authenticated.
(b) The Senior Secured Bonds Series B, if issued in certificated definitive form, shall be substantially in the form of Schedule B-1 hereto and, if issued in the form of one Registered Depositary or more global Bonds, shall comply with the provisions of Section 2.3 and shall be substantially in the form of Schedule B-2its nominee.
(c) The Each of the Series A Senior Secured Bonds Due 2004 and the Series AA-1 Senior Secured Bonds Due 2004 shall have and be subject to such other terms as provided in the Indenture.
(d) The forms of the Series A-1 Senior Secured Bonds Due 2004 shall be substantially identical to the forms of the Series A Senior Secured Bonds Due 2004, except that: (i) the title of the Series A-1 Senior Secured Bonds Due 2004 shall be "8.065% Series A-1 Senior Secured Bonds Due 2004"; (ii) the two paragraphs of the legend appearing immediately beneath the title of such forms of the Series A Senior Secured Bonds Due 2004 shall be omitted; (iii) the first sentence of the first paragraph of all such forms shall read in its entirety as follows: "NRG NORTHEAST GENERATING LLC, a Delaware limited liability company (hereinafter called the "Company", which term includes any successor or assign under the Indenture referred to below), for value received hereby promises to pay to [________________], or its registered assigns, the outstanding Principal Amount hereof [-- if the Bond is in the form of a global security insert, "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 June 15 and December 15 of each year (commencing December 15, 2000) 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 NRG Northeast Generating Supplemental Indenture 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 Senior Secured Bonds Due 2004 (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, shall collectively be referred to as the "A Senior Secured BondsBonds Due 2004, from February 22, 2000 semiannually on June 15 and December 15 in each year commencing June 15, 2000 (provided, if the issue date is on or after a Regular Record Date and prior to the related Scheduled Payment Date, the Company shall pay interest from the Scheduled Payment Date immediately succeeding the issue date semiannually on June 15 and December 15 in each year commencing June 15, 2000) until the Principal Amount is paid in full or payment thereof is duly provided for.";
Appears in 1 contract
THE TERMS OF THE BONDS. SECTION 2.1 2.1. TERMS OF 8.544.998% SERIES A SENIOR SECURED BONDS DUE 2005 AND 4.998% SERIES A A-1 SENIOR SECURED BONDS DUE 20192005.
(a) There is are hereby created one (1) two series of Bonds designated: 8.54(i) 4.998% Series A Senior Secured Bonds Series A due 2019Due 2005, in the aggregate principal amount of which at any time may not exceed $224,000,000 120,000,000 (the "SENIOR SECURED BONDS SERIES AA BONDS"), and (ii) 4.998% Series A-1 Senior Secured Bonds Due 2005, in an aggregate principal amount which at any time may not exceed $120,000,000 less the aggregate principal amount of Series A Bonds then Outstanding (the "SERIES A-1 Bonds"). Upon The Series A Bonds may forthwith be executed by the Issuer and Northeast Generation Supplemental Indenture ------------------------------------------- -9- delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture. On or prior to the Exchange Offer Consummation Date for the Series A Bonds, the Issuer may execute and deliver to the Trustee, and upon delivery of a Company an Issuer Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver deliver, the Senior Secured Series A-1 Bonds in exchange for Series A. A Bonds validly surrendered to the Trustee pursuant to the Exchange Offer. Such Company Issuer Order shall specify the amount of the Senior Secured Series A-1 Bonds Series A to be authenticated and the date on which such Series A-1 Bonds are to be authenticated. The aggregate principal amount of the Series A Bonds together with the Series A-1 Bonds Outstanding at any time may not exceed $120,000,000, except as provided in the Original Indenture.
(b) The Senior Secured Bonds Series AA Bonds, (i) if issued to Persons that are institutional "accredited investors" meeting the requirements of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (each, an "INSTITUTIONAL ACCREDITED INVESTOR") that are not QIBs (as defined below), shall be issued in certificated definitive form, shall be substantially in the form of Schedule A-1 hereto and1-A hereto, registered in the name of the purchaser thereof and (ii) (A) if issued to "qualified institutional buyers" (as defined in Rule 144A; each, a "QIB") in reliance on Rule 144A, or (B) if issued in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall be issued in the form of one or more global Bonds, shall comply with the provisions of Section 2.3 and shall be Global Bonds substantially in the form of Schedule A-21-B hereto, shall be deposited on behalf of the purchasers of the Initial Bonds represented thereby with the Trustee (at its respective address for notices set forth in Section 1.4 of the Original Indenture), as custodian for the Registered Depositary, shall be registered in the name of the Registered Depositary or a nominee of the Registered Depositary and the aggregate principal amount of Series A Bonds so issued may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Registered Depositary or its nominee.
(c) Each of the Series A Bonds and the Series A-1 Bonds shall have and be subject to such other terms as provided in the Indenture.
(d) The forms of the Series A-1 Bonds shall be substantially identical to the forms of the Series A Bonds, except that: (i) the title of the Series A-1 Bonds shall be "4.998% Series A-1 Senior Secured Bonds Due 2005"; (ii) the two paragraphs of the legend appearing immediately beneath the title of such forms of the Series A Rule 144A Global Bonds shall be omitted, and the paragraph of the legend appearing immediately beneath the title of such forms of the Series A Regulation S Global Bonds shall be omitted; (iii) the first sentence of the first paragraph of all such forms shall read in its entirety as follows: "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 [_______], or its registered assigns, the outstanding Principal Amount hereof [-- if the Bond is in the form of a global security insert, "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 Northeast Generation Supplemental Indenture ------------------------------------------- (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.";
(iv) the thirteenth and fourteenth paragraphs of the reverse of the forms of the Series A Bonds shall be omitted; and (v) the first sentence of the first paragraph of the reverse of all such forms shall read in its entirety as follows: "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")."
SECTION 2.2 2.2. TERMS OF 9.208.812% SERIES B SENIOR SECURED BONDS DUE 2026 AND 8.812% SERIES B B-1 SENIOR SECURED BONDS DUE 20292026.
(a) There is are hereby created one (1) two series of Bonds designated: 9.20(i) 8.812% Series B Senior Secured Bonds Series B due 2029Due 2026, in the aggregate principal amount of which at any time may not exceed $160,000,000 320,000,000 (the "SENIOR SECURED BONDS SERIES BB BONDS"), and (ii) 8.812% Series B-1 Senior Secured Bonds Due 2026, in an aggregate principal amount which at any time may not exceed $320,000,000 less the aggregate principal amount of Series B Bonds then Outstanding (the "SERIES B-1 Bonds"). Upon The Series B Bonds may forthwith be executed by the Issuer and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture. On or prior to the Exchange Offer Consummation Date for the Series B Bonds, the Issuer may execute and deliver to the Trustee, and upon delivery of a Company an Issuer Order to the Trustee in accordance with the provisions of Section 2.4 of the Original Indenture, the Trustee shall authenticate and deliver deliver, the Senior Secured Series B-1 Bonds in exchange for Series B. B Bonds validly surrendered to the Trustee pursuant to the Exchange Offer. Such Company Issuer Order shall specify the amount of the Senior Secured Series B-1 Bonds Series B to be authenticated and the date on which such Series B-1 Bonds are to be authenticated. The aggregate principal amount of the Series B Bonds together with the Series B-1 Bonds Outstanding at any time may not exceed $320,000,000, except as provided in the Original Indenture.
(b) The Senior Secured Bonds Series BB Bonds, (i) if issued to Institutional Accredited Investors that are not QIBs, shall be issued in certificated definitive form, shall be substantially in the form of Schedule B-1 hereto and2-A hereto, Northeast Generation Supplemental Indenture ------------------------------------------- -11- registered in the name of the purchaser thereof and (ii) (A) if issued to QIBs in reliance on Rule 144A, or (B) if issued in offshore transactions to Non-U.S. Persons in reliance on Regulation S shall be issued in the form of one or more global Bonds, shall comply with the provisions of Section 2.3 and shall be Global Bonds substantially in the form of Schedule B-22-B hereto, shall be deposited on behalf of the purchasers of the Initial Bonds represented thereby with the Trustee (at its respective address for notices set forth in Section 1.4 of the Original Indenture), as custodian for the Registered Depositary, shall be registered in the name of the Registered Depositary or a nominee of the Registered Depositary and the aggregate principal amount of Series B Bonds so issued may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Registered Depositary or its nominee.
(c) Each of the Series B Bonds and the Series B-1 Bonds shall have and be subject to such other terms as provided in the Indenture.
(d) The forms of the Series B-1 Bonds shall be substantially identical to the forms of the Series B Bonds, except that: (i) the title of the Series B-1 Bonds shall be "8.812% Series B-1 Senior Secured Bonds Due 2026"; (ii) the two paragraphs of the legend appearing immediately beneath the title of such forms of the Series AB Rule 144A Global Bonds shall be omitted and the paragraph of the legend appearing immediate beneath the title of such forms of the Series B Regulation S Global Bonds shall be omitted; (iii) the first sentence of the first paragraph of all such forms shall read in its entirety as follows: "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 [________________], or its registered assigns, the outstanding Principal Amount hereof [-- if the Bond is in the form of a global security insert, "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."; Northeast Generation Supplemental Indenture ------------------------------------------- -12-
(iv) the thirteenth and fourteenth paragraphs of the reverse of the forms of the Series B Bonds shall be omitted; and (v) the first sentence of the first paragraph of the reverse of all such forms shall read in its entirety as follows: "This bond is one of an authorized issue of Bonds of the Issuer known as its 8.812% Series B-1 Senior Secured Bonds Series B, shall collectively be referred to as Due 2026 (the "Senior Secured BondsBONDS")."
Appears in 1 contract