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
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Number
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CUSIP Number
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R-1
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829809AC6
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Principal
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Maturity Date
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Issue Date
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$408,609,000
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December 30, 2013
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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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FOUR HUNDRED
EIGHT MILLION, SIX HUNDRED 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
exchang