11/04/04
837
785
WG
4040
Danbury
Sandpit Rd, LLC
11/16/04
1709
1137
WG
4041
Waterbury
NAFI, Inc.
11/23/04
5295
256
WG
3034
Norwalk
Theofilis & Frederika Nikolis
12/01/04
5643
0080
WG
4046
Danbury
Westville Commons Associates, LLC
05/24/05
1764
406
Norwalk
MBMVest, LLC
03/23/05
5749
172
Norwalk
East Avenue Condominium Association, Inc.
03/23/05
5749
177
Page 2 of 2
4
EXHIBIT A
[FORM OF FIRST MORTGAGE BOND, 5.35% SERIES I, DUE 2035
FORM OF LEGEND]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "1933 ACT").
THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES FOR THE BENEFIT OF YANKEE GAS SERVICES COMPANY (THE "COMPANY") AND PRIOR
HOLDERS THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (1) TO THE COMPANY (UPON REDEMPTION THEREOF OR THERWISE), (2)
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER,
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT, IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE 1933 ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION
IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) UNDER THE 1933 ACT, (5) IN RELIANCE
ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, SUBJECT
TO THE RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE 1933 ACT OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT, SUBJECT (IN THE CASE OF CLAUSES (2),
(3), (4) AND (5)) TO THE RECEIPT BY THE COMPANY OF A CERTIFICATION OF THE
TRANSFEROR (WHICH, IN THE CASE OF CLAUSE (4), MAY BE A COPY OF FORM 144 AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT SUCH TRANSFER IS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY JURISDICTION OF THE UNITED
STATES.
THE HOLDER OF THIS SECURITY WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO HEREIN.
5
Yankee Gas Services Company
First Mortgage Bonds,
5.35% Series I, Due 2035
CUSIP Number:
No. I -
Principal Amount:
$
Stated Maturity of Principal:
July 15, 2035
Applicable Rate:
5.35%
Interest Payment Dates:
January 15 and July 15, commencing January 15, 2006
and at the Stated Maturity of the principal
Yankee Gas Services Company, a specially chartered Connecticut corporation
(hereinafter called the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received, hereby
promises to pay to [___________], or registered assigns, at the Stated Maturity
set forth above, the Principal Amount set forth above (or so much thereof as
shall not have been paid upon prior redemption) and to pay interest (computed on
the basis of a 360-day year of twelve 30-day months)