Exhibit 4.4
SITHE / INDEPENDENCE FUNDING
CORPORATION
8.50% SECURED
BOND DUE 2007
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
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Number
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CUSIP Number
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R-1
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829809AB8
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Principal
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Maturity Date
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Issue Date
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$150,839,000
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June 30, 2007
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January 27, 1993
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REGISTERED HOLDER:
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CEDE &
CO.
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PRINCIPAL AMOUNT:
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ONE HUNDRED
FIFTY MILLION, EIGHT HUNDRED THIRTY NINE THOUSAND
Dollars
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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 June 30 and December 30 of each year
(commencing June 30, 2003) 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
manne