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SITHE/INDEPENDENCE FUNDING CORPORATION 9.00% SECURED BOND DUE 2013

Bonds Commercial Paper

SITHE/INDEPENDENCE FUNDING CORPORATION
9.00% SECURED BOND DUE 2013 
 | Document Parties: DYNEGY INC /IL/ | CEDE & CO You are currently viewing:
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DYNEGY INC /IL/ | CEDE & CO

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Title: SITHE/INDEPENDENCE FUNDING CORPORATION 9.00% SECURED BOND DUE 2013
Governing Law: New York     Date: 5/10/2005
Industry: Oil and Gas Operations     Sector: Energy

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Exhibit 4.5

 

SITHE/INDEPENDENCE FUNDING CORPORATION

9.00% SECURED

BOND DUE 2013

 

THE BONDS EVIDENCED BY THIS REGISTERED GLOBAL BOND WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND SUCH BONDS MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE EXEMPTION PROVIDED BY RULE 144A UNDER THE SECURITIES ACT IS AVAILABLE TO PERMIT SALE OR TRANSFER OF THE BONDS EVIDENCED BY THIS REGISTERED GLOBAL BOND TO QUALIFIED INSTITUTIONAL BUYERS IN TRANSACTIONS MEETING THE REQUIREMENTS OF RULE 144A.

 

EACH BENEFICIAL OWNER OF AN INTEREST IN ANY OF THE BONDS EVIDENCED BY THIS REGISTERED GLOBAL BOND (INCLUDING ANY PARTICIPANT IN THE DEPOSITARY HOLDING THE REGISTERED GLOBAL BOND THAT IS SHOWN AS HOLDING SUCH AN INTEREST ON THE RECORDS OF SUCH DEPOSITARY AND EACH BENEFICIAL OWNER THAT HOLDS THROUGH ANY SUCH PARTICIPANT) AGREES FOR THE BENEFIT OF THE COMPANY AND THE PARTNERSHIP THAT (A) THE BONDS MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1) IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON WHOM THE BENEFICIAL OWNER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (4) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (5) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE LAWS OF ANY STATE OF THE UNITED STATES OR THE APPLICABLE LAWS OF ANY OTHER JURISDICTION, AND THAT (B) THE BENEFICIAL OWNER WILL, AND EACH SUBSEQUENT OWNER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE BOND OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

 

THIS BOND IS A REGISTERED GLOBAL BOND AND IS REGISTERED IN THE NAME OF CEDE & CO., AS NOMINEE OF THE DEPOSITORY TRUST COMPANY (“DTC”).

 

UNLESS THIS REGISTERED GLOBAL BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR BONDS IN DEFINITIVE REGISTERED FORM, THIS REGISTERED GLOBAL BOND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

 

2


 

 

 

Number

  

CUSIP Number

R-1

  

829809AC6

 

 

 

 

 

 

Principal


 

 

Maturity Date


 

 

Issue Date


 

$408,609,000

 

December 30, 2013

 

January 27, 1993

 

 

 

 

REGISTERED HOLDER:

  

CEDE & CO.

 

 

PRINCIPAL AMOUNT:

  

FOUR HUNDRED EIGHT MILLION, SIX HUNDRED NINE THOUSAND Dollars

 

SITHE/INDEPENDENCE FUNDING CORPORATION, a Delaware corporation (hereinafter called the “ Company ”, which term includes any successor or assign under the Trust 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 definitive Bonds issued in exchange for a portion or portions hereof, such payment to be made in semiannual installments on December 30 and December 30 of each year (commencing December 30, 2007) and ending on the Maturity Date set forth above, each such installment to be in an amount equal to the Principal Amount multiplied by the percentage set forth opposite the applicable payment date on Annex A attached hereto ( provided that the portion of the Principal Amount remaining unpaid on the Maturity Date, together with all interest accrued thereon, shall in any and all cases be due and payable on the Maturity Date), and to pay interest on the unpaid portion of the Principal Amount at the Interest Rate set forth above (subject to the nineteenth paragraph of this Bond) from the most recent interest 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 Issue Date set forth above, semiannually on June 30 and December 30 in each year (commencing June 30, 1993), until the Principal Amount is paid in full or payment thereof is duly provided for. Any 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 on any payment date shall, as provided in the Trust Indenture, be paid to the person in whose name this Bond (or one or more Predecessor Securities) 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 the preceding June 15 and December 15, respectively. Any such principal and interest not so punctually paid or duly provided for shall forthwith cease to be payable to the person in whose name this Bond (or one or more Predecessor Securities) was registered in the Security Register at the close of the business on such Regular Record Date, and may be paid to the person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted principal and interest, to be fixed by the Trustee, notice of which shall be given to the Holder hereof no more than 15 nor less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful mann


 
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