FIRST SUPPLEMENTAL INDENTURE*
Dated as of May 30, 2000
Between
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
and
THE CHASE MANHATTAN BANK,
as Trustee, Paying Agent, Security Registar and
Transfer Agent
8.68% Senior Notes due 2010
* Previously filed without related exhibits which are being filed hereby.
<PAGE>
EXHIBIT A
(to the First Supplemental Indenture)
{FORM OF FACE OF NOTE}
[UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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
REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR SUCH OTHER ENTITY AS IS REQUIRED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN]1
[[THE NOTES EVIDENCED BY THIS GLOBAL NOTE]*[THIS NOTE](OR ITS
PREDECESSORS) [HAVE]* [HAS] NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THE NOTES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. [EACH BENEFICIAL OWNER OF AN INTEREST IN ANY
OF THE NOTES EVIDENCED BY THIS GLOBAL NOTE]* [THE HOLDER OF THIS NOTE] BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
AND THE LAST DATE ON WHICH IROQUOIS GAS TRANSMISSION SYSTEM, L.P. (THE "ISSUER")
OR ANY OF ITS AFFILIATES WAS THE OWNER OF [SUCH BENEFICIAL INTEREST (OR ANY
PREDECESSOR OF SUCH BENEFICIAL INTEREST)]*[THIS NOTE (OR ANY PREDECESSOR OF THIS
NOTE)] (OR SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY RULE 144(k), OR ANY
SUCCESSOR PROVISION THEREOF, UNDER THE SECURITIES ACT) (THE "RESALE RESTRICTION
TERMINATION DATE") ONLY (A) TO THE ISSUER, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER"
AS DEFINED IN RULE
----------------------------------
1 Insert if this is a Global Note and DTC is the Depositary therefor.
* Insert if this is a Global Note, otherwise insert the words in the adjacent
bracket.
<PAGE>
144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE
501(A)(1),(2),(3) AND (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF
$250,000 OF THE NOTES, FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR
FOR REOFFER OR RESALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE
(D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN THE CASES OF
CLAUSES (A), (B), (C), (E) AND (F), TO REQUIRE THAT A CERTIFICATE IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AS TO COMPLIANCE WITH CERTAIN
CONDITIONS TO TRANSFER. THE HOLDER OF THIS [GLOBAL]* NOTE REPRESENTS THAT (i) IT
IS NOT AN EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT, OF 1974, AS AMENDED ("ERISA") (AN "ERISA PLAN")
OR OTHER PLAN, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY SUCH
ERISA PLAN OR OTHER PLAN OR A GOVERNMENTAL PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION
406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), OR (ii) THE PURCHASE AND HOLDING BY IT OF THIS NOTE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE (OR IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR
FEDERAL, STATE OR LOCAL LAW) FOR WHICH AN EXEMPTION IS NOT AVAILABLE, AND IT
AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY IN TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF [THE HOLDERS AND OWNERS OF A BENEFICIAL INTEREST IN
ANY OF THE NOTES EVIDENCED BY THIS GLOBAL NOTE]* [THE HOLDER OF THIS NOTE] AFTER
THE RESALE RESTRICTION TERMINATION DATE OR SUCH EARLIER TIME AS DETERMINED BY
THE ISSUER IN ACCORDANCE WITH APPLICABLE LAW.
[EACH HOLDER AND BENEFICIAL OWNER OF AN INTEREST IN THIS
GLOBAL NOTE]* [EACH HOLDER] SHALL BE DEEMED BY ACCEPTANCE OF THIS [AND ANY
BENEFICIAL INTERESTS THEREIN]* [NOTE] TO HAVE AGREED TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS
2
<PAGE>
AGREEMENT.]2
[THE NOTES EVIDENCED BY THIS GLOBAL NOTE]* [THIS NOTE] (OR ITS
PREDECESSOR) [WERE]* [WAS] ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS OF
THE UNITED STATES, AND MAY NOT BE OFFERED , SOLD PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE
SECURITIES ACT.]3
------------------------
2 This Restricted Note Legend shall appear on each Restricted Note including a
Rule 144A Global Note, a Regulation S Global Note and a Definitive
Restricted Note.
3 This legend shall appear on each Restricted Regulation S Global Note.
3
<PAGE>
[GLOBAL] NOTE
Iroquois Gas Transmission System, L.P.
____% Senior Notes due 2010
No. $ *
-------------------------- ------------------------------
CUSIP No.:________
IROQUOIS GAS TRANSMISSION SYSTEM, L.P., a limited partnership
organized and existing under the laws of the State of Delaware (herein called
the "Issuer", which term includes its successors and assigns under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [Cede &
Co.]4 [name of registered holder]5, or its registered assigns, the principal sum
of _______________ Dollars on _______________________________, and to pay
interest thereon from ____________________, or from the most recent Debt Service
Payment Date to which interest has been paid or duly provided for, as the case
may be.
Interest will be payable semi-annually on __________ and
_____________ in each year, commencing _______________, 200_, at the rate per
annum provided in the title hereof, until the principal hereof is paid or made
available for payment; provided, however, that if a Registration Default shall
occur (as defined in the Registration Rights Agreement) occurs, interest will
accrue on the Notes [represented by this Global Note]* at a rate of ___% per
annum from and including the day following the applicable Registration Default
to and including the date on which the event that has resulted in Additional
Interest (as defined in the Registration Rights Agreement) being required to be
paid has been cured pursuant to the terms of the Registration Rights Agreement.
The interest so payable, and punctually paid or duly provided for, on any Debt
Service Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such principal and interest,
which shall be the fifteenth day (whether or not a Business Day) preceding such
Debt Service Payment Date. Any such interest or principal not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Note (or one or more Predecessor Notes) is registered on such Regular
Record Date and may be paid to the Person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on a Special
Record Date to be fixed by the Issuer, notice whereof shall be given to Holders
of Notes of this series 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 the Notes of this series
_________________________
4 Insert if this is a Global Note registered with DTC.
5 Insert if this is a Definitive Note.
4
<PAGE>
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture.
The principal of, the premium, if any, and interest on the
Notes will be payable at the offices of the Trustee at: 450 West 33rd Street,
New York, New York 10001, Attention: Capital Markets Fiduciary Services.
Definitive Notes may be surrendered for registration of transfer and exchange at
the offices of the Trustee set forth herein. Upon receiving the Notes
surrendered for registration of transfer or exchange, the Issuer will issue new
Definitive Notes which will be sent to the Trustee for authentication and
delivery as set forth in the Supplemental Indenture. Notices and demands to or
upon the Issuer in respect of the Notes should be served at the office of the
Trustee set forth herein.
REFERENCE IS HEREBY MADE TO THE FURTHER 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.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
5
<PAGE>
IN WITNESS WHEREOF, the Issuer has caused this instrument to
be duly executed by an officer or director of the Issuer duly authorized.
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.,
as the Issuer
By: Iroquois Pipeline Operating Company,
its Agent
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated herein and
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
---------------------------------------
Authorized Signatory
Dated:
6
<PAGE>
{FORM OF REVERSE OF NOTE}
IROQUOIS GAS TRANSMISSION SYSTEM, L.P.
___% Senior Notes due 2010
[The Notes evidenced by this Global Note are] [This Note is]
one of a duly authorized issue of securities of the Issuer (herein called the
"Notes"), issued and to be issued in one or more series under an Indenture,
dated as of _______, 2000 (herein called the "Original Indenture"), between the
Issuer and The Chase Manhattan Bank, as trustee, principal paying agent,
security registrar and transfer agent (herein called the "Trustee", which term
includes any successor trustee or assigns under the Indenture), and, as
supplemented by the First Supplemental Indenture, dated as of _______, 2000
(together with the Original Indenture and any other supplements thereto, the
"Indenture") among the Issuer, the Trustee and the Paying and Transfer Agent to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Issuer, the Trustee, the Paying and Transfer Agent
and the Holders of the Notes and of the terms upon which the Notes are, and are
to be, authenticated and delivered. [The Notes evidenced by this Global Note
are]* [This Note is] one of the series designated on the face hereof, limited in
aggregate principal amount to $200,000,000.
The Notes are, under certain conditions, subject to mandatory
redemption as set forth in Section 3.2 of the Indenture. The Notes are subject
to optional redemption in whole or in part, as set forth in Section 3.3. of the
Indenture.
Except as otherwise specified in the terms of the Notes or
provided in the related Series Supplemental Indenture or Management Committee
Resolution and Officer's Certificate issued pursuant thereto, if less than all
the Notes are to be redeemed pursuant to Section 3.2 or 3.3 of the Original
Indenture the particular Notes to be redeemed shall be selected by the Trustee
from the Outstanding Notes not previously called for redemption in whole, by
such method (including pro rata and by lot) as the Trustee shall deem fair and
appropriate.
The Original Indenture provides that notice of redemption
having been given as set forth in the Original Indenture, and the conditions, if
any, set forth in such notice having been satisfied, the Notes or portions
thereof so to be redeemed shall, on the Determination Date, become due and
payable, and from and after such date such Notes or portions thereof shall cease
to bear interest; provided, however, that any payment of interest on any Note,
the Stated Maturity of such payment of interest being on or prior to the
Determination Date, shall be payable to the Holder of such Note or one or more
Predecessor Notes, registered as such at the close of business on the related
Regular Record Date according to the terms of such Note and subject to the
provisions of Section 2.6 of the Original Indenture.
Any Note that is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with due endorsement by, or a
written instrument of transfer in form satisfactory to the Issuer and the
Trustee duly executed by, the Holder thereof or its attorney duly authorized in
writing), and the Issuer shall execute, and the Trustee shall authenticate and
make
7
<PAGE>
available for delivery to the Holder of such Note without service charge, a
new Note or Notes of the applicable series, of any authorized denomination
requested by such Holder and of like tenor and in aggregate principal amount
equal to and in exchange for the remaining unpaid principal amount of the Note
so surrendered; provided, that if a Global Note is so surrendered, the new
Global Note shall be in a denomination equal to the unredeemed portion of the
principal of the Global Note so surrendered.
The Original Indenture contains provisions for defeasance of
(a) the entire indebtedness of this Note and (b) certain restrictive covenants
upon compliance by the Issuer with certain conditions set forth therein which
apply to [this Note][the Notes evidenced by this Global Note]*.
If an Event of Default shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Original Indenture. At any time after
such declaration of acceleration with respect to the Notes has been made, but
before a judgment or decree for payment of money has been obtained by the
Trustee as provided in the Original Indenture, the Holders of a majority in
principal amount of the Notes of each series experiencing such an Event of
Default, by written notice to the Issuer and the Trustee, may rescind and annul
such declaration and its consequences (which rescission shall not affect any
subsequent default or impair any right consequent thereon) if: (a) there has
been paid to, or deposited with the Trustee, a sum sufficient to pay (i) all
overdue interest on the Notes of each series experiencing such Event of Default,
(ii) the principal of (and premium, if any, on) any Notes which have become due
otherwise than by such declaration of acceleration and any interest thereon at
the rate prescribed therefor herein, (iii) to the extent that payment of such
interest in lawful, interest upon overdue interest at the rate prescribed
therefor herein, and (iv) all sums paid or advanced by the Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel; and (b) all Events of Default with
respect to the Notes, other than the non-payment of the principal of the Notes
which have become due solely by such declaration of acceleration, have been
cured or waived by the Holders of not less than a majority in principal amount
of Notes of each series experiencing such Event of Default.
The Original Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the Original
Indenture or any supplemental indenture or the rights and obligations of the
Issuer and the rights of the Holders of the Notes of each series to be affected
under the Original Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of a not less than majority in aggregate principal amount
of the Notes of each series to be affected. The Original Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Notes of each series, on behalf of the Holders of all Notes of such
series, to waive, with respect to the Notes of such series, compliance by the
Issuer with certain provisions of the Original Indenture and certain past
defaults under the Original Indenture and their consequences. Any such consent
or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note 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 Note.
No reference herein to the Indenture and no provision of this
Note or of the
8
<PAGE>
Indenture shall alter or impair the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of, premium, if any,
and interest, if any, on this Note at the times, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Security Register, upon surrender of this Note for registration of transfer at
the office or agency of the Trustee maintained for that purpose, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Issuer and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series and of like terms and conditions, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee or
transferees.
[This Global Note is registered in the name of and delivered
to the Depositary or its nominee as set forth in the Indenture. Except as
provided in the Indenture, owners of beneficial interests in this Note will not
be entitled to receive physical delivery of the Notes in certificated registered
form and will not be considered Holders thereof for any purpose under the
Indenture. This Global Note may not be exchanged in whole or in part for Notes
registered, and no transfer of a Global Note in whole or in part may be
registered, in the name of any Person other than the Depositary for such Global
Note or a nominee thereof, unless: (A) the Issuer has notified the Trustee in
writing that the Depositary is no longer willing or able to act as Depositary
for this Global Note or has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, and in either case a successor Depositary is
not appointed within 90 days thereof, (B) the Issuer executes and delivers to
the Trustee an Issuer Order providing that this Global Note shall be so
transferable and exchangeable, and such transfers shall be registrable or (C)
the transferee for this Global Note or an interest therein is an Institutional
Accredited Investor and (D) there shall have occurred and be continuing an Event
of Default with respect to the Notes.]*
The Notes of this series are issuable only in registered form
without coupons in minimum denominations of $100,000 and any integral multiple
of $1,000 thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like terms and
conditions of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of
transfer or for exchange of the Notes, but the Issuer 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 Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
the purpose of receiving payment on this Note and for all other purposes,
whether or not payments on this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
When a successor assumes all the obligations of its
predecessor under the Notes
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<PAGE>
of this series and the Indenture in accordance with the terms of the Indenture,
the predecessor will be released from those obligations.
The Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes of this series and may
otherwise deal with the Issuer as if it were not the Trustee.
This Note shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on this Note.
Customary abbreviations may be used in the name of a Holder of
a Notes of this series or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
Pursuant to a recommendation promulgated by the Committee on
Uniform Note Identification Procedures, the Issuer will cause CUSIP numbers to
be printed on the Notes of this series as a convenience to the Holders of the
Notes of this series. No representation is made as to the accuracy of such
numbers as printed on the Notes of this series and reliance may be placed only
on the other identification numbers printed hereon.
[This Note] [The Notes evidenced by this Global Note]* shall
be governed by and construed in accordance with the laws of the State of New
York.
All terms used in [this Note] [the Notes evidenced by this
Global Note]* which are defined in the Indenture shall have the meanings
assigned to them in the Indenture; and all references in the Indenture to "Note"
or "Notes" will be deemed to include [this Note] [the Notes evidenced by this
Global Note]*.
10
<PAGE>
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Issuer
pursuant to Section 6.2(a) of the Indenture, check the box: |_| yes
If you want to elect to have only part of this [Global] Note
purchased by the Issuer pursuant to Section 6.2(a) of the Indenture, as the case
may be, state the principal amount you want to be purchased: $__________.
Date:________________
Signature:
-----------------------------
(Sign exactly as your
name appears on the
other side of this Note)
11
<PAGE>
SCHEDULE A
[TO BE ATTACHED TO GLOBAL NOTES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE
The following increases or decreases in this Global Note have
been made:
Principal
Amount of Amount of Amount of this
decrease in increase in Global Note
Principal Principal following such Notation by
Date of Amount of this Amount of this decrease or Security
Exchange Global Note Global Note increase Registrar
-------- -------------- -------------- -------------- -----------
12
<PAGE>
EXHIBIT B
(to the First Supplemental Indenture)
[FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF A TRANSFER
OF THE NOTES]
CERTIFICATE FOR EXCHANGE OR TRANSFER
RE: Iroquois Gas Transmission System, L.P.
8.68% Senior Notes due 2010
This Certificate relates to $___________ principal amount of Notes held in
*___________ book-entry or definitive form by *__________ (the "Transferor").
The Transferor:
|_| has requested the Trustee by written order to deliver in exchange for its
beneficial interest in a Global Note held by the Depositary a Note or Notes
in definitive form of authorized denominations and an aggregate principal
amount equal to its beneficial interest in such Global Note (or the portion
thereof above indicated); or
|_| has requested the Trustee by written order to deliver in exchange for its
Note or Notes a beneficial interest in a Global Note held by the Depositary
in a principal amount equal to the aggregate principal amount of such Note
or Notes;
|_| has requested the Trustee by written order or exchange or register the
transfer of a Note or Notes
In connection with such request and in respect of each such Note, the
Transferor does hereby certify to Iroquois Gas Transmission System, L.P. (the
"Issuer") and the Trustee that Transferor is familiar with the Indenture
relating to the above captioned Notes and, as provided in the Indenture, the
transfer of the Note does not require registration under the Securities Act (as
defined below) because:
|_| Such Note is being acquired for the Transferor's own account, without
transfer.
|_| Such Note is being transferred to (A) a "qualified institutional buyer" (as
defined in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act")) in reliance on Rule 144A or (B) pursuant to an exemption
from registration in accordance with Regulation S under the Securities Act
or (C) to an "accredited investor" within the meaning of Rule 501(A)(1),
(2), (3) and (7) under the Securities Act that is an institutional investor
acquiring the Notes for its own account or for the account of an
institutional accredited investor, in each case, in minimum principal
amount of $250,000.
-------------------
* Check applicable box.
<PAGE>
|_| Such Note is being transferred in accordance with Rule 144 under the
Securities Act or pursuant to an effective registration statement under the
Securities Act.
|_| Such Note is being transferred in reliance on and in compliance with an
exemption from the registration requirements of the Securities Act, other
than Rule 144A, Rule 144 or Regulation S under the Securities Act.
You are entitled to rely upon this certificate and you are irrevocably
authorized to produce this certificate or a copy hereof to any interested party
in any administrative or legal proceeding or official inquiry with respect to
the matters covered hereby.
-------------------------------------
[INSERT NAME OF TRANSFEROR]
By:
----------------------------------
Date: ___________________
<PAGE>
EXHIBIT C
(to the First Supplemental Indenture)
Form of Letter to Be Delivered by Accredited Investors
Iroquois Gas Transmission System, L.P.
[Address]
Chase Securities, Inc.
[Address]
Credit Suisse First Boston Corporation
[Address]
Dear Sirs:
We are delivering this letter in connection with our proposed purchase
of $200,000,000 Senior Notes Due 2010 (the "Notes") of Iroquois Gas Transmission
System, L.P., a Delaware limited partnership (the "Issuer"), all as described in
the Confidential Offering Memorandum (the "Offering Memorandum") relating to the
offering.
We hereby confirm that:
o we are an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended
(the "Securities Act"), or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7)
under the Securities Act (an "Institutional Accredited Investor");
o any purchase of the Notes by us will be for our own account or for the
account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an
"accredited investor" within the meaning of Rule 501(a)(7) under the
Securities Act and for each of which we exercise sole investment discretion
or (B) we are a "bank," within the meaning of Section 3(a)(2) of the
Securities Act, or a "savings and loan association" or other institution
described in Section 3(a)(5)(A) of the Securities Act that is acquiring the
Notes as fiduciary for the account of one or more institutions constituting
Institutional Accredited Investors for which we exercise sole investment
discretion;
o in the event that we purchase any of the Notes, we will acquire Notes
having a minimum purchase price of not less than $250,000 for our own
account or for any separate account of an Institutional Accredited Investor
for which we are acting;
o we have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of purchasing the
Notes;
o we are not acquiring the Notes with a view to distribution thereof or with
any present intention of offering or selling any of the Notes, subject to
our ability to resell such Notes inside the United States in accordance
with Rule 144A under the Securities Act or outside the United States in
accordance with Regulation S under the Securities Act, as provided below;
provided that the disposition of our property and the property of any
accounts for which we are acting as fiduciary shall remain at all times
within our control; and
<PAGE>
o we have received a copy of the Offering Memorandum relating to the offering
of the Notes and acknowledge that we have had access to such financial and
other information, and have been afforded the opportunity to ask such
questions of representatives of the Issuer and receive answers thereto, as
we deem necessary in connection with our decision to purchase the Notes.
We understand that the Notes are being offered in a transaction not
involving any public offering within the United States within the meaning of the
Securities Act or under any state securities laws and that the Notes have not
been and will not be registered under the Securities Act, and we agree, on our
own behalf and on behalf of each account for which we acquire any Notes, that if
in the future we decide to resell, pledge or otherwise transfer such Notes, such
Notes may be reoffered, resold, pledged or otherwise transferred only (i) inside
the United States to a person who we reasonably believe is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer in a transaction meeting the requirements of Rule 144A, (ii) outside the
United States in a transaction meeting the requirements of Rule 904 under the
Securities Act or (iii) pursuant to an effective registration statement under
the Securities Act, and in each of cases, (i) through (iii), in accordance with
any applicable securities laws of any State of the United States and any other
jurisdictions. We understand that the registrar and transfer agent for the Notes
and the Issuer will not be required to accept for registration or transfer any
Notes acquired by us, except upon presentation of an opinion of counsel or other
evidence satisfactory to the Issuer and the transfer agent that the foregoing
restrictions on transfer have been complied with.
We acknowledge that you, the Issuer and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.
<PAGE>
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
Date:
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(Name of Purchaser)
By:
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Name:
Title:
Address:
