FORM 8-K
CURRENT REPORT
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 31, 1995
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WASHINGTON GAS LIGHT COMPANY
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(Exact Name of registrant as specified in its charter)
District of Columbia and Virginia 1-1483 53-0162882
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(State or other jurisdiction (Commission (IRS Employer
of incorporation File Number) Identification No.)
1100 H Street, N.W., Washington, D.C. 20080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 750-4440
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NONE
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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On January 31, 1995, Washington Gas Light Company executed a
Distribution Agreement with Salomon Brothers Inc; M.R. Beal & Company; Lehman
Brothers Inc. and Merrill Lynch & Co. for issuance of up to $150,000,000 of
Medium-Term Notes, Series C, under an Indenture dated September 1, 1991.
A copy of the Distribution Agreement is filed as an Exhibit to this
Form 8-K.
Item 7. Financial Statements and Exhibits
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Exhibit 1. Distribution Agreement dated January 31, 1995 between
Washington Gas Light Company, Salomon Brothers Inc, M.R. Beal
& Company, Lehman Brothers Inc. and Merrill Lynch & Co.
regarding issue and sale by Washington Gas Light Company of up
to $150,000,000 of Medium-Term Notes, Series C.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
WASHINGTON GAS LIGHT COMPANY
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(Registrant)
Date February 3, 1995 By /s/ Frederic M. Kline
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Frederic M. Kline
Controller
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Exhibit 1
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Washington Gas Light Company
$150,000,000
Medium-Term Notes, Series C
DISTRIBUTION AGREEMENT
January 31, 1995
New York, New York
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
M.R. Beal & Company
565 Fifth Avenue
New York, New York 10017
Lehman Brothers Inc.
3 World Financial Center
16th Floor
New York, New York 10285
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
North Tower 10th Floor
World Financial Center
New York, New York 10281-1310
Dear Sirs:
Washington Gas Light Company, a District of Columbia and Virginia
corporation (the "Company"), confirms its agreement with each of you with
respect to the issue and sale by the Company of up to $150,000,000 aggregate
principal amount of its Medium-Term Notes, Series C (the "Notes"). The
Company proposes to issue the Notes under its Indenture, as supplemented,
(the "Indenture") dated as of September 1, 1991 to The Bank of New York, as
trustee (the "Indenture Trustee").
The Notes will be issued in minimum denominations of $1,000 and in
denominations that are integral multiples thereof (unless otherwise specified
by the Company), will be issued only
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in fully registered form and will have the annual interest rates, maturities
and, if appropriate, other terms set forth in a supplement or supplements to
the Prospectus referred to below. The Notes will be issued, and the terms
thereof established, in accordance with the Indenture and, in the case of
Notes sold pursuant to Section 2(a), the Administrative Procedures attached
hereto as Exhibit A (the "Procedures"). The Procedures may only be amended
by written agreement of the Company and you after notice to, and with the
approval of, the Indenture Trustee. For the purposes of this Agreement, the
term "Agent" shall refer to any of you acting solely in the capacity as agent
for the Company pursuant to Section 2(a) and not as principal (together, the
"Agents"), the term "Purchaser" shall refer to any of you acting solely as
principal pursuant to Section 2(b) and not as agent, and the term "you" shall
refer to you together whether at any time any of you is acting in both such
capacities or in either such capacity.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (c) hereof.
(a) The Company meets the requirements for use of Form S-3 under
the Securities Act of 1933, as amended (the "Act"), and has filed with
the Securities and Exchange Commission (the "Commission") two
registration statements on such Form (File Numbers: 33-56726 and 33-
57039) (registration statement No. 33-57039 constituting a post-
effective amendment to registration statement No. 33-56726), each
including a basic prospectus, each of which has become effective, for
the registration under the Act of up to $200,000,000 aggregate principal
amount of securities (the "Securities"), including the Notes. Such
registration statements, as amended at the date of this Agreement, meet
the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act
and comply in all other material respects with said Rule. The Company
has filed or will file with the Commission pursuant to the applicable
paragraph of Rule 424 under the Act, a supplement or supplements to the
form of prospectus included in such registration statement No. 33-57039
relating to the Notes and the plan of distribution thereof (such
supplements being hereinafter called a "Prospectus Supplement"). In
connection with the sale of Notes, the Company proposes to file with the
Commission pursuant to the applicable paragraph of Rule 424 under the
Act further supplements to the Prospectus Supplement providing for the
specification of or a change in the interest rates, if any, maturity
dates, issuance prices, redemption terms and prices, if any, and, if
appropriate, other terms of the Notes sold pursuant hereto or the
offering thereof (any such supplement being hereinafter called a
"Pricing Supplement").
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(b) At each of the following times: (i) as of the Execution Time,
(ii) on the Effective Date, (iii) when any supplement to the Prospectus
is filed with the Commission, (iv) as of the date of any Terms Agreement
(as defined by Section 2(b)) and (v) at the date of delivery by the
Company of any Notes sold hereunder (a "Closing Date") (1) each
Registration Statement, as amended as of any such time, and the
Prospectus, as supplemented as of any such time, the Indenture, as
amended or supplemented as of any such time, complied or will comply in
all material respects with the applicable requirements of the Act, the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the respective rules and regulations thereunder; (2) each
Registration Statement, as amended as of any such time, did not or will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to
make the statements therein not misleading; and (3) the Prospectus, as
supplemented as of any such time, will not include any untrue statement
of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to (A) that part of
any Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the Indenture
Trustee or (B) the information contained in or omitted from any
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to
the Company by any of you specifically for use in connection with the
preparation of any Registration Statement or the Prospectus (or any
supplement thereto).
(c) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "Effective Date" shall mean the
later of (i) each date that each Registration Statement and any post-
effective amendment or amendments thereto became or become effective or
(ii) the time and date of the filing of the Company's most recent Annual
Report on Form 10-K. "Execution Time" shall mean the date and time that
this Agreement is executed and delivered by the parties hereto. "Basic
Prospectus" shall mean the form of basic prospectus relating to the
Securities contained in registration statement No. 33-57039, which
prospectus, pursuant to Rule 429 under the Act, also relates to
registration statement No. 33-56726 at the Effective Date (unless such
basic prospectus has been amended by the Company subsequent to the
Effective Date, in which case "Basic Prospectus" shall mean the form of
basic prospectus as so amended). "Prospectus" shall mean the Basic
Prospectus as supplemented by the Prospectus Supplement and as it may be
further amended or supplemented at the
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particular time referred to. "Registration Statement" shall mean each
registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as it may be
amended at the particular time referred to, and sometimes referred to
herein separately as "Registration Statement No. 33-56726" or
"Registration Statement No. 33-57039". "Rule 415" and "Rule 424" refer
to such rules under the Act. Any reference herein to any Registration
Statement, the Basic Prospectus, the Prospectus Supplement or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Exchange Act on or before the Effective Date of
each Registration Statement or the issue date of the Basic Prospectus,
the Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amended", "amendment" or
"supplement" with respect to each Registration Statement, the Basic
Prospectus, the Prospectus Supplement or the Prospectus shall be deemed
to refer to and include the filing of any document under the Exchange
Act after the Effective Date of each Registration Statement or the issue
date of the Basic Prospectus, the Prospectus Supplement or the
Prospectus, as the case may be, deemed to be incorporated therein by
reference.
(d) Neither the Company nor any of its subsidiaries has sustained
since the date of the latest audited financial statements included or
incorporated by reference in Registration Statement No. 33-57039 and the
Prospectus, any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in
Registration Statement No. 33-57039 and the Prospectus; and, since the
respective dates as of which information is given in Registration
Statement No. 33-57039 and the Prospectus, there has not been any change
in the capital stock (other than pursuant to the Company's Dividend
Reinvestment and Common Stock Purchase Plan, any other stock purchase,
savings, bonus, incentive, or similar plan, or conversions of
convertible securities into common stock) or long-term debt (other than
any redemptions or purchases of First Mortgage Bonds or Medium Term
Notes, normal amortization of debt premium and discount, bank or finance
company borrowings and repayments or additional issuances or repurchases
of commercial paper) of the Company and its subsidiaries taken as a
whole or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general
affairs, management, financial position, stockholders' equity or results
of operations of the Company and its subsidiaries taken as a whole,
otherwise than as set forth
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or contemplated in Registration Statement No. 33-57039 and the
Prospectus.
(e) Each of Crab Run Gas Company, Frederick Gas Company, Inc.,
Hampshire Gas Company, Shenandoah Gas Company (collectively the
"Subsidiaries", it being understood that if one or more of such
companies shall merge with another of such companies or with the
Company, the term "Subsidiaries" shall only include the surviving
company if the merger is with another of such companies and shall not
include such company if the merger is with the Company) and the Company
has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction of its incorporation,
with power and authority (corporate and other) to own its properties and
conduct its business as described in the Prospectus and is duly
qualified to do business in each jurisdiction in which it owns or leases
real property or in which the conduct of its business requires such
qualification except where the failure to be so qualified, considering
all such cases in the aggregate, does not involve a material risk to the
business, properties, financial position or results of operations of the
Company and its subsidiaries taken as a whole; and all of the
outstanding shares of capital stock of each of the Subsidiaries have
been duly authorized and validly issued, are fully paid and
nonassessable and are owned beneficially by the Company subject to no
security interest, other encumbrance or adverse claim.
(f) The creation, issuance and sale of the Notes have been duly
and validly authorized by the Company and, when executed and
authenticated in accordance with the provisions of the Indenture, the
Notes will constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture, which will
be substantially in the form filed as an exhibit to each Registration
Statement; the Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of
general applicability relating to or affecting creditors' rights and to
general equity principles; and the Notes and the Indenture conform to
the descriptions thereof in the Prospectus.
(g) The issue and sale of the Notes and the compliance by the
Company with all of the provisions of the Notes, the Indenture, this
Agreement and any Terms Agreement, and the consummation of the
transactions herein and therein contemplated will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the
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Company is a party or by which the Company is bound or to which any of
the property assets of the Company is subject, nor will such action
result in any violation of the provisions of the Company's Charter, as
amended, or the Bylaws of the Company or any statute or any order, rule
or regulation of any court or governmental agency or body having
jurisdiction over the Company or any of its property or assets; and no
consent, approval, authorization, order, registration or qualification
of or with any such court or governmental agency or body is required for
the issue and sale of the Notes or the consummation by the Company of
the other transactions contemplated by this Agreement or any Terms
Agreement or the Indenture except such as have been prior to the
Execution Time, obtained under the Act and the Trust Indenture Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky
laws in connection with the public offering of the Notes, and except for
filings with and the orders from the Public Service Commission of the
District of Columbia and the State Corporation Commission of Virginia
authorizing the issuance and sale by the Company of the Notes subject to
certain conditions set forth therein, both of which orders have been
obtained and are in full force and effect.
(h) Other than as set forth or contemplated in the Prospectus,
there are no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which, if
determined adversely to the Company or any of its subsidiaries, would
individually or in the aggregate have a material adverse effect on the
consolidated financial position, stockholders' equity or results of
operations of the Company and its subsidiaries; and, to the best of the
Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(i) There are no contracts or documents of the Company or any of
its subsidiaries that are required to be described in each Registration
Statement or the Prospectus or to be filed as exhibits to each
Registration Statement by the Act or by the rules and regulations
thereunder that have not been so described or filed.
2. Appointment of Agents; Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company hereby authorizes each of the Agents
to act as its agents to solicit offers for the purchase of all or part of the
Notes from the Company. On the basis of the representations and warranties,
and subject to the terms and conditions set forth herein, each of the Agents
agrees, as agent of the Company, to use its reasonable best efforts to
solicit offers to purchase the Notes from the
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Company upon the terms and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures. The appointment of the Agents
hereunder is not exclusive and the Company may from time to time offer Notes
for sale otherwise than to or through an Agent; provided, however, that so
long as this Agreement is in effect the Company will not appoint any other
agent for the purpose of soliciting purchases of the Notes on a continuous
basis. It is understood, however, that if from time to time the Company is
approached by a prospective agent offering to solicit a specific purchase of
Notes, the Company may engage such agent with respect to such specific
purchase, provided that (i) such agent is engaged on terms substantially
similar (including the same commission schedule) to the applicable terms of
this Agreement and (ii) the Agents are given notice of such purchase promptly
after it is agreed to. Each such Agent is acting in connection with the
Notes individually and not collectively or jointly.
The Company reserves the right, in its sole discretion, to reject
any offer to purchase Notes, in whole or in part. In addition, the Company
reserves the right, in its sole discretion, to instruct the Agents to suspend
at any time, for any period of time or permanently, the solicitation of
offers to purchase the Notes. Upon receipt of instructions from the Company,
the Agents will forthwith suspend solicitations of offers to purchase Notes
from the Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission on the Closing
Date with respect to each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the Notes
sold by the Company. Such commission shall be payable as specified in the
Procedures.
Subject to the provisions of this Section 2 and to the Procedures,
offers for the purchase of Notes may be solicited by an Agent as agent for
the Company at such times and in such amounts as such Agent deems advisable.
(b) Subject to the terms and conditions stated herein, whenever
the Company and any of you determines that the Company shall sell Notes
directly to any of you as principal, each such sale of Notes shall be
made in accordance with the terms of this Agreement and a supplemental
agreement relating to such sale. Each such supplemental agreement
(which may be either an oral or written agreement) is herein referred to
as a "Terms Agreement". Each Terms Agreement shall describe the Notes
to be purchased by the Purchaser pursuant thereto and shall specify the
aggregate principal amount of such Notes, the price to be paid to the
Company for such Notes, the maturity date of such Notes, the rate at
which interest will be paid on such Notes, the dates on which interest
will be paid on
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such Notes and the record date with respect to each such payment of
interest, the Closing Date for the purchase of such Notes, the place of
delivery of the Notes and payment therefor, the method of payment and
any requirements for the delivery of opinions of counsel, certificates
from the Company or its officers or a letter from the Company's
independent public accountants as described in Section 6(b). Any such
Terms Agreement may also specify the period of time referred to in
Section 4(m). Any written Terms Agreement may be in the form attached
hereto as Exhibit B. The Purchaser's commitment to purchase Notes shall
be deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to the
terms and conditions herein set forth.
Delivery of the certificates for Notes sold to the Purchaser
pursuant to a Terms Agreement shall be made not later than the Closing
Date agreed to in such Terms Agreement, against payment of funds to the
Company in the net amount due to the Company for such Notes by the
method and in the form set forth in the Procedures unless otherwise
agreed to between the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in
a Terms Agreement, any Note sold to a Purchaser (i) shall be purchased
by such Purchaser at a price equal to 100% of the principal amount
thereof less a percentage equal to the commission applicable to an
agency sale of a Note of identical maturity and (ii) may be resold by
such Purchaser at varying prices from time to time or, if set forth in
the applicable Terms Agreement and Pricing Supplement, at a fixed public
offering price. In connection with any resale of Notes purchased, a
Purchaser may use a selling or dealer group and may reallow to any
broker or dealer any portion of the discount or commission payable
pursuant hereto.
3. Offering and Sale of Notes. Each Agent and the Company agree
to perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of any Registration Statement or
supplement to the Prospectus (except for (i) periodic or current reports
filed under the Exchange Act, (ii) a Pricing Supplement or (iii) a
supplement relating to an offering of Debt Securities other than the
Notes) unless the Company has furnished each of you a copy for your
review prior to filing and given each of you a reasonable opportunity to
comment on any such proposed amendment or supplement. Subject to the
foregoing sentence, the Company will cause each supplement to the
Prospectus to
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be filed with the Commission pursuant to the applicable paragraph of
Rule 424 within the time period prescribed. The Company will promptly
advise each of you (i) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424, (ii)
when, prior to the termination of the offering of the Notes, any
amendment of any Registration Statement shall have been filed or become
effective, (iii) of any request by the Commission for any amendment of
any Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of any Registration Statement or
the institution or threatening of any proceeding for that purpose and
(v) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent the issuance
of any such stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) Except as otherwise provided in subsection (n) of this Section
4, if, at any time when a prospectus relating to the Notes is required
to be delivered under the Act, any event occurs as a result of which the
Prospectus as then supplemented would include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary to amend any
Registration Statement or to supplement the Prospectus to comply with
the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify each of you to suspend solicitation of
offers to purchase Notes (and, if so notified by the Company, each of
you shall forthwith suspend such solicitation and cease using the
Prospectus as then supplemented), (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such statement
or omission or effect such compliance and (iii) supply any supplemented
Prospectus to each of you in such quantities as you may reasonably
request; provided, however, that should any such event relate solely to
activities of any Agent, then such Agent shall assume the expense of
preparing and furnishing any such amendment or supplement. If such
amendment or supplement, and any documents, certificates and opinions
furnished to each of you pursuant to paragraph (g) of this Section 4 in
connection with the preparation of filing of such amendment or
supplement are satisfactory in all respects to you, you will, upon the
filing of such amendment or supplement with the Commission and upon the
effectiveness of an amendment to any Registration Statement, if such an
amendment is
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required, resume your obligation to solicit offers to purchase Notes
hereunder.
(c) During the term of this Agreement, the Company will timely
file all documents required to be filed with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and will furnish
to each of you copies of such documents. In addition, on the date on
which the Company (or as soon as practicable thereafter) makes any
announcement to the general public concerning earnings or concerning any
other event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the Exchange Act,
the Company will furnish to each of you the information contained in
such announcement. The Company will notify each of you of any
downgrading in the rating of the Notes or any other debt securities of
the Company, or any public announcement of placement of the Notes or any
other debt securities of the Company on what is commonly termed a "watch
list" for possible downgrading, by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule 436(g)
under the Act), promptly after the Company learns of any such
downgrading or public announcement.
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act and Rule 158 under
the Act.
(e) The Company will furnish to each of you and your counsel,
without charge (except as otherwise provided herein), copies of each
Registration Statement (including exhibits thereto) and, so long as
delivery of a prospectus may be required by the Act, as many copies of
the Prospectus and any supplement thereto as you may reasonably request.
(f) The Company will arrange for the qualification of the Notes
for sale under the laws of such jurisdictions as any of you may
designate, will maintain such qualifications in effect so long as
required for the distribution of the Notes, and will arrange for the
determination of the legality of the Notes for purchase by institutional
investors; provided, however, that the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service
of process in any jurisdiction, or to comply with any other requirement
reasonably deemed by the Company to be unduly burdensome.
(g) During the term of this Agreement, the Company shall furnish
to each of you (i) copies of all annual, quarterly and other reports
furnished to stockholders, (ii) copies of all annual, quarterly and
current reports (without exhibits but including documents incorporated
by reference
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therein) of the Company filed with the Commission under the Exchange Act
and (iii) such other information concerning the Company as you may
reasonably request from time to time.
(h) The Company shall, whether or not any sale of the Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements
of its accountants and counsel, the cost of printing or other production
and delivery of Registration Statement No. 33-57039, the Prospectus, all
amendments thereof and supplements thereto, the Mortgage, the Indenture,
this Agreement and all other documents relating to the offering, the
cost of preparing, printing, packaging and delivering the Notes, the
fees and disbursements, including fees of counsel, incurred in
compliance with Section 4(f), the fees and disbursements of the
Indenture Trustee and the fees of any ratings agency that rates the
Notes, (ii) reimburse each of you on a monthly basis for all reasonable
out-of-pocket expenses (including, but not limited to, advertising
expenses), in the aggregate not to exceed two thousand five hundred
dollars per Agent, incurred by you in connection with this Agreement and
(iii) pay the reasonable fees and expenses of your counsel incurred in
connection with this Agreement.
(i) Each acceptance by the Company of an offer to purchase Notes
will be deemed to be a reconfirmation to you of the representations and
warranties of the Company in Section 1 (except that such representations
and warranties shall be deemed to relate solely to each Registration
Statement as then amended and to the Prospectus as then amended and
supplemented to relate to such Notes).
(j) Except as otherwise provided in subsection (n) of this Section
4, each time that any Registration Statement or the Prospectus is
amended or supplemented (other than by (i) an amendment or supplement
relating to any offering of Debt Securities other than the Notes or (ii)
a Pricing Supplement) the Company will deliver or cause to be delivered
promptly to each of you a certificate of the Company, signed by any of
the Chairman of the Board, the President, the Chief Executive Officer,
any Vice President having responsibilities for financial matters, the
Chief Accounting Officer or the Treasurer of the Company, dated the date
of the effectiveness of such amendment or the date of the filing of such
supplement, in form reasonably satisfactory to you, of the same tenor as
the certificate referred to in Section 5(d) but modified to relate to
the last day of the fiscal quarter for which financial statements of the
Company were last filed with the Commission and to such Registration
Statement and the Prospectus as amended and supplemented to the time of
the effectiveness of such amendment or the filing of such supplement.
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(k) Except as otherwise provided in subsection (n) of this Section
4, each time that any Registration Statement or the Prospectus is
amended or supplemented (other than by (i) an amendment or supplement
relating to any offering of Debt Securities other than the Notes or (ii)
a Pricing Supplement), the Company shall furnish or cause to be
furnished promptly to each of you a written opinion of John K. Keane,
Jr., Esq., counsel for the Company, satisfactory to each of you, dated
the date of the effectiveness of such amendment or the date of the
filing of such supplement, in form satisfactory to each of you, of the
same tenor as the opinion referred to in Section 5(b), but modified to
relate to such Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement or, in lieu of such opinion, such counsel may
furnish each of you with a letter to the effect that you may rely on
such counsel's last opinion to the same extent as though it were dated
the date of such letter authorizing reliance (except that statements in
such last opinion will be deemed to relate to such Registration
Statement and the Prospectus as amended and supplemented to the time of
the effectiveness of such amendment or the filing of such supplement).
(l) Except as otherwise provided in subsection (n) of this Section
4, each time that any Registration Statement or the Prospectus is
amended or supplemented (other than by (i) an amendment or supplement
relating to any offering of Debt Securities other than the Notes or (ii)
a Pricing Supplement) to set forth amended or supplemental financial
information, the Company shall cause its independent public accountants
promptly to furnish each of you a letter, dated the date of the
effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, of the same tenor as
the letter referred to in Section 5(e) with such changes as may be
necessary to reflect the amended and supplemental financial information
included or incorporated by reference in such Registration Statement and
the Prospectus, as amended or supplemented to the date of such letter.
(m) During the period, if any, specified in any Terms Agreement,
the Company shall not, without the prior consent of the Purchaser
thereunder, issue or announce the proposed issuance of any of its debt
securities, including the Notes, with maturities or other terms
substantially similar to the Notes being purchased pursuant to such
Terms Agreement.
(n) The Company shall not be required to comply with the
provisions of subsections (b), (j), (k) and (l) of this Section 4 during
any period (which may occur from time to time during the term of this
Agreement) for which the Company has instructed the Agents to suspend
the solicitation of offers to purchase Notes; provided that,
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during any such period, any Purchaser does not then hold any Notes
purchased pursuant to a Terms Agreement. The Company shall be required
to comply with the provisions of subsections (b), (j), (k) and (l) of
this Section 4 prior to instructing the Agents to resume the
solicitation of offers to purchase Notes or prior to entering into a
Terms Agreement.
5. Conditions to the Obligations of the Agents. The obligations
of each Agent to solicit offers to purchase the Notes shall be subject to (i)
the accuracy of the representations and warranties on the part of the Company
contained herein as of the Execution Time, on the Effective Date and when any
supplement to the Prospectus is filed with the Commission, (ii) the accuracy
of the statements of the Company made in any certificates pursuant to the
provisions hereof, (iii) the performance by the Company of its obligations
hereunder and (iv) the following additional conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424, the Prospectus, and any such supplement,
shall have been filed in the manner and within the time period required
by Rule 424; and no stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to each Agent the opinion
of John K. Keane, Jr., Esq., counsel for the Company, dated the
Execution Time, to the effect that:
(i) Each of the Company and the Subsidiaries has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus,
as amended or supplemented, and is duly qualified to do business in
each jurisdiction in which it owns or leases real property or in
which the conduct of its business requires such qualification
except where the failure to be so qualified, considering all such
cases in the aggregate, does not involve a material risk to the
business, properties, financial position or results of operations
of the Company and the Subsidiaries taken as a whole; and all of
the outstanding shares of capital stock of each of the Subsidiaries
have been duly authorized and validly issued, are fully paid and
nonassessable and are owned beneficially by the Company subject to
no security interest, other encumbrance, or adverse claim.
(ii) To the best of such counsel's knowledge and other than as
set forth or contemplated in the
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Prospectus, there are no legal or governmental proceedings pending
to which the Company or any of its subsidiaries is a party or of
which any property of the Company or any of its subsidiaries is the
subject which, if determined adversely to the Company or any of its
subsidiaries, would individually or in the aggregate have a
material adverse effect on the consolidated financial position,
stockholders' equity or results of operations of the Company and
its subsidiaries; and, to the best of such counsel's knowledge, no
such proceedings are threatened or contemplated by governmental
authorities or threatened by others.
(iii) This Agreement has been duly authorized, executed and
delivered by the Company.
(iv) The creation, issuance and sale of the Notes has been
duly and validly authorized and, when issued within the limitations
set forth in the orders from the Public Service Commission of the
District of Columbia and the State Corporation Commission of
Virginia referred to in paragraph (vii) below and executed and
authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the purchasers thereof in
accordance with this Agreement, the Notes will constitute valid and
legally binding obligations of the Company entitled to the benefit
provided by the Indenture; and the Notes and the Indenture conform
to the descriptions thereof in the Prospectus.
(v) The Indenture has been duly authorized, executed and
delivered by the parties thereto and constitutes a valid and
legally binding instrument, enforceable in accordance with its
terms, subject as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability relating to
or affecting creditor's rights and to general equity principles;
and the Indenture has been duly qualified under the Trust Indenture
Act.
(vi) The issue and sale of the Notes and the compliance by the
Company with all of the provisions of the Notes, the Indenture and
this Agreement and the consummation of the transactions therein and
herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument known to such counsel to which the Company
is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject, nor will such action
result in any violation
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of the provisions of the Company's Charter, as amended, or Bylaws
or any statute or any order, rule or regulation known to such
counsel of any court or governmental agency or body having
jurisdiction over the Company or any of its properties.
(vii) No consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency
or body is required for the issue and sale of the Notes or the
consummation by the Company of the other transactions contemplated
by this Agreement or the Indenture, except such as have been
obtained under the Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue
Sky laws in connection with the public offering of the Notes, and
except for filings with and the orders from the Public Service
Commission of the District of Columbia and the State Corporation
Commission of Virginia authorizing the issuance and sale by the
Company of the Notes subject to certain conditions set forth
therein, both of which orders have been obtained and are in full
force and effect.
(viii) Each Registration Statement and the Prospectus (except
as to the financial statements and other financial data contained
or incorporated by reference therein as to which such counsel need
express no opinion) comply as to form in all material respects with
all applicable requirements of the Act, the Exchange Act and the
applicable instructions, rules and regulations of the Commission
thereunder; each Registration Statement has become effective under
the Act, and, to the best knowledge of such counsel, no proceedings
for a stop order with respect thereto have been instituted or are
pending or threatened under Section 8 of the Act; and such counsel
has no reason to believe that each Registration Statement, at its
Effective Date, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, or that
the Prospectus, as of the date of such opinion, includes an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
(ix) The Company is exempt by order from the provisions of
the Public Utility Holding Company Act of 1935 (except Sections
11(b)(2), 11(d) and 11(e) thereof) which would otherwise require it
to register thereunder, and the Company's gas distribution
activities are exempt from the Natural Gas Act.
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<PAGE>
(x) The Public Service Commission of the District of Columbia
and the State Corporation Commission of Virginia have issued
appropriate orders with respect to the issuance and sale of the
Notes in accordance with this Agreement; such orders are still in
full force and effect; the issuance and sale of the Notes in
accordance with this Agreement conform with the terms of such
orders.
(c) Each Agent shall have received from Winthrop, Stimson, Putnam
& Roberts, counsel for the Agents, an opinion, dated the Execution Time,
with respect to the issuance and sale of the Notes, the Indenture, the
Registration Statements, the Prospectus (together with any supplement
thereto) and other related matters as the Agents may reasonably require,
and the Company shall have furnished to such counsel such documents as
they reasonably request for the purpose of enabling them to pass upon
such matters.
(d) The Company shall have furnished to each Agent a certificate
of the Company, signed by any of the Chairman of the Board, the
President, the Chief Executive Officer, any Vice President having
responsibilities for financial matters, the Chief Accounting Officer or
the Treasurer of the Company, dated the Execution Time, to the effect
that the signer of such certificate has carefully examined each
Registration Statement, the Prospectus, any supplement to the Prospectus
and this Agreement and that:
(i) The representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as
of the date of such certificate with the same effect as if made at
the Execution Time and the Company has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied as a condition to the obligation of the
Agents to solicit offers to purchase the Notes.
(ii) No stop order suspending the effectiveness of any
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened.
(iii) (1) Since the date of the latest audited financial
statements included or incorporated by reference in Registration
Statement No. 33-57039 and the Prospectus, there has not been any
material loss or interference with the Company's business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or
contemplated in Registration Statement No. 33-57039 and the
Prospectus
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<PAGE>
and (2) since the respective dates as of which information is given
in Registration Statement No. 33-57039 and the Prospectus, there
has not been any change in the capital stock (other than pursuant
to the Company's Dividend Reinvestment and Common Stock Purchase
Plan, any other stock purchase, savings, bonus, incentive, or
similar plan or conversions of convertible securities into common
stock or as a result of a 2 for 1 stock split first announced on
September 28, 1994) or long-term debt (other than any redemptions
or purchases of its First Mortgage Bonds or Medium Term Notes,
normal amortization of debt premium and discount, bank or finance
company borrowings and repayments or additional issuances or
repurchases of commercial paper) of the Company and its
subsidiaries taken as a whole or any change, or any development
involving a prospective change, in or affecting the general
affairs, management, financial position, stockholders' equity or
results of operations of the Company and its subsidiaries taken as
a whole, otherwise than as set forth or contemplated in
Registration Statement No. 33-57039 and the Prospectus.
(e) At the Execution Time, Arthur Andersen LLP shall have
furnished to each Agent a letter, dated as of the Execution Time, in
form and substance satisfactory to the Agents, confirming that they are
independent certified public accountants within the meaning of the Act
and the applicable published rules and regulations thereunder and
stating in effect that:
(i) In their opinion the audited consolidated financial
statements and related supplemental schedules included or
incorporated by reference in Registration Statement No. 33-57039
and the Prospectus comply in form in all material respects with the
applicable accounting requirements of the Act and the Exchange Act
and the published rules and regulations thereunder.
(ii) On the basis of a reading of the latest unaudited
financial statements made available by the Company and its
subsidiaries; a reading of the minutes of the meetings of the Board
of Directors of the Company; and inquiries of certain officials of
the Company who have responsibility for financial and accounting
matters of the Company and its subsidiaries, nothing came to their
attention which caused them to believe that:
(1) any unaudited condensed consolidated financial
statements included or incorporated by reference in
Registration Statement No. 33-57039 and the Prospectus do not
comply in form in all material respects with the applicable
accounting
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<PAGE>
requirements and with the published rules and regulations of
the Commission with respect to financial statements included
or incorporated in Quarterly Reports on Form 10-Q under the
Exchange Act; or that said unaudited condensed consolidated
financial statements are not in conformity with generally
accepted accounting principles applied on a basis
substantially consistent with that of the audited financial
statements included or incorporated by reference in
Registration Statement No. 33-57039 and the Prospectus;
(2) with respect to the period subsequent to the date of
the most recent financial statements (other than any capsule
information) included or incorporated by reference in
Registration Statement No. 33-57039 and the Prospectus (the
"Latest Date of Financials"), (A) there was any increase in
long-term debt or decrease in net assets or (B) there were any
changes, at a specified date not more than five days prior to
the date of the letter, in the common stock (other than
pursuant to the Company's Dividend Reinvestment and Common
Stock Purchase Plan, any other stock purchase, savings, bonus,
incentive, or similar plan, or conversions of convertible
securities), non-redeemable serial preferred stock (other than
conversions of convertible preferred stock) or long-term debt
(other than any redemptions or purchases of First Mortgage
Bonds, normal amortization of debt premium and discount,
conversions of convertible securities, bank or finance company
borrowings and repayments or additional issuances or
repurchases of commercial paper) of the Company and its
subsidiaries as compared with the amounts shown on the most
recent consolidated balance sheet included or incorporated by
reference in Registration Statement No. 33-57039 and the
Prospectus; except in all instances for changes or decreases
that Registration Statement No. 33-57039 and the Prospectus
disclose have occurred or may occur and except as set forth in
such letter; or
(3) with respect to the period subsequent to the Latest
Date of Financials to the date of the most recent available
interim financial statements, there were any material
decreases in consolidated operating revenues or net income of
the Company and its subsidiaries, as compared with the
comparable period of the preceding year, except in all
instances for decreases that Registration Statement No. 33-
57039 and the
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Prospectus disclose have occurred or may occur and except as
set forth in such letter; or
(4) the amounts included in any unaudited "capsule"
information included or incorporated by reference in
Registration Statement No. 33-57039 and the Prospectus do not
agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a
basis substantially consistent with that of the corresponding
amounts in the audited financial statements included or
incorporated by reference in Registration Statement No. 33-
57039 and the Prospectus.
(iii) They have compared certain dollar amounts (or percentages
derived from such dollar amounts) and other financial information
specified by the Agents (A) which appear in the Prospectus under
the caption "Ratio of Earnings to Fixed Charges", (B) which appear
or are incorporated by reference in the Company's Annual Report on
Form 10-K incorporated by reference in Registration Statement No.
33-57039 and the Prospectus under the caption "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" or (C) which appear in any of the Company's Quarterly
Reports on Form 10-Q incorporated by reference in Registration
Statement No. 33-57039 and the Prospectus under the captions
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Ratio of Earnings to Fixed Charges" (in
each case to the extent that such dollar amounts, percentages and
other financial information are derived from the general accounting
records of the Company subject to the internal controls of the
Company's accounting system or are derived directly from such
records by analysis or computation) with the results obtained from
inquiries, a reading of such general accounting records and other
procedures specified in such letter and have found such dollar
amounts, percentages and other financial information to be in
agreement with such results. All financial statements included in
material incorporated by reference in the Prospectus shall be
deemed included in the Prospectus for purposes of this subsection.
References to the Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f) Prior to the Execution Time, the Company shall have furnished
to each Agent such further information, documents, certificates and
opinions of counsel as the Agents may reasonably request.
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If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to such Agents and counsel for the Agents,
this Agreement and all obligations of any Agent hereunder may be canceled at
any time by the Agents. Notice of such cancellation shall be given to the
Company in writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 at the
Execution Time shall be delivered at the office of Winthrop, Stimson, Putnam
& Roberts, One Battery Park Plaza, New York, New York 10004.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of any related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of all
covenants and agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of either
Registration Statement shall have been issued and no proceedings for the
purpose shall have been instituted or threatened.
(b) If specified by any related Terms Agreement and except to the
extent modified by such Terms Agreement, the Purchaser shall have
received, appropriately updated, (i) a certificate of the Company, dated
as of the Closing Date, to the effect set forth in Section 5(d), (ii)
the opinion of John K. Keane, Jr., Esq., counsel for the Company, dated
as of the Closing Date, substantially to the effect set forth in Section
5(b), (iii) the opinion of Winthrop, Stimson, Putnam & Roberts, counsel
for the Purchaser, dated as of the Closing Date, substantially to the
effect set forth in Section 5(c) and (iv) the letter of Arthur Andersen
LLP, independent public accountants for the Company, dated as of the
Closing Date, substantially to the effect set forth in Section 5(e);
provided, however, that references to each Registration Statement and
the Prospectus in such certificate, opinions and letter shall be to each
Registration Statement and the Prospectus as then amended and
supplemented.
(c) Prior to the Closing Date, the Company shall have furnished to
the Purchaser such further information, certificates and documents as
the Purchaser may reasonably request.
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If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this
Agreement and any Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all obligations of
the Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or any time prior to, the respective Closing Date by the
Purchaser. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase.
The Company agrees that any person who has agreed to purchase and pay for any
Note, including a Purchaser and any person who purchases pursuant to a
solicitation by any of the Agents, shall have the right to refuse to purchase
such Note if, at the Closing Date therefor, either (a) any condition set
forth in Section 5 or 6, as applicable, shall not be satisfied or (b)
subsequent to the agreement to purchase such Note, there shall have occurred
(i) any change in or affecting the business, business prospects or properties
of the Company and its subsidiaries, considered as one enterprise, the effect
of which, in the reasonable judgment of such person, has a material adverse
effect on the investment quality of such Note or (ii) any event described in
paragraphs (ii), (iii), (iv) or (v) of Section 9(b).
8. Indemnification and Contribution. (a) The Company will
indemnify and hold harmless each Agent against any losses, claims, damages or
liabilities, joint or several, to which such Agent may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, any preliminary prospectus supplement, any
Registration Statement, the Prospectus and any other prospectus relating to
the Notes, or any amendment or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Agent for any legal or other expenses
reasonably incurred by such Agent in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
preliminary prospectus, any preliminary prospectus supplement, any
Registration Statement, the Prospectus and any other prospectus relating to
the Notes or any such amendment or supplement in reliance upon and in
conformity with written
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information furnished to the Company by any Agent expressly for use in the
Prospectus.
(b) Each Agent will indemnify and hold harmless the Company
against any losses, claims, damages or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus, any preliminary prospectus
supplement, any Registration Statement, the Prospectus and any other
prospectus relating to the Notes, or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was made in any preliminary prospectus, any
preliminary prospectus supplement, any Registration Statement, the Prospectus
and any other prospectus relating to the Notes, or any amendment or
supplement thereto, in reliance upon and in conformity with written
information furnished to the Company by such Agent expressly for use therein;
and will reimburse the Company for any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any
such action or claim.
(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party
in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have
to any indemnified party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. An indemnifying party shall not settle, compromise or consent
to the entry of any judgment in or otherwise seek to terminate any pending or
threatened action, claim, suit or proceeding in which any indemnified party
is or
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<PAGE>
could be a party and as to which indemnification or contribution could have
been sought by such indemnified party under this Section 8 (whether or not
such indemnified party is a party thereto), unless such indemnified party has
given its prior written consent or the settlement, compromise, consent or
termination includes an express unconditional release of such indemnified
party, satisfactory in form and substance to such indemnified party, from all
losses, claims, damages or liabilities arising out of such action, claim,
suit or proceeding. Any losses, claims, damages or liabilities for which an
indemnified party is entitled to indemnification or contribution under this
Section 8 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages or liabilities are incurred.
(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Agent or Agents on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as other equitable considerations, including
relative fault. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or such Agent
or Agents on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Agents agree that it would not be just and equitable if
contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Agents were treated as one entity for such purpose)
or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to
above in this subsection (d) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Agent shall be required to contribute
any amount in excess of the amount by which the total price at which the
Notes of the Company purchased by or through it and distributed to the public
were offered to the public exceeds the amount of any damages that such Agent
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
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No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The obligations of
each of the Agents in this subsection (d) to contribute are several in
proportion to the respective purchases made by or through it to which such
loss, claim, damage or liability (or action in respect thereof) relates and
are not joint.
(e) The obligations of the Company under this Section 8 shall be
in addition to any liability which the Company may otherwise have and shall
extend, upon the same terms and conditions, to each person, if any who
controls any Agent within the meaning of the Act; and the obligations of the
Agents under this Section 8 shall be in addition to any liability which the
Agents may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company and to each person,
if any, who controls the Company within the meaning of the Act.
9. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement may be terminated
by either the Company as to any of you or any of you insofar as this
Agreement relates to such of you, giving written notice of such termination
to such of you or the Company, as the case may be. This Agreement shall so
terminate at the close of business on the first business day following the
receipt of such notice by the party to whom such notice is given. In the
event of such termination, no party shall have any liability to the other
party hereto, except as provided in the third paragraph of Section 2(a),
Section 4(h), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the Company prior to
delivery of any payment for Notes to be purchased thereunder, if prior to
such time (i) the Purchaser shall exercise its right to refuse to purchase
the Notes which are the subject of such Terms Agreement in accordance with
the provisions of Section 7, or (ii) there shall have occurred any outbreak
or escalation of hostilities or other national or international calamity or
crisis, the effect of which shall be such as to make it, in the reasonable
judgment of the Purchaser, impractical to market the Notes or enforce
contracts for the sale of the Notes, or (iii) trading in any securities of
the Company shall have been suspended by the Commission or a national
securities exchange, or if trading generally on either the American Stock
Exchange or the New York Stock Exchange shall have been suspended, or minimum
or maximum prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said exchanges
or by order of the Commission or any other governmental authority, or if a
banking moratorium shall have been declared by either Federal or New York
authorities, or (iv) if the rating
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assigned by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act) to the Notes or any other
debt securities of the Company as of the date of the applicable Terms
Agreement shall have been lowered since that date or if any such rating
agency shall have publicly announced that it has placed the Notes or any
other debt securities of the Company on what is commonly termed a "watch
list" for possible downgrading, or (v) the subject matter of any amendment or
supplement to any Registration Statement or the Prospectus prepared and
issued by the Company, or the exceptions set forth in any letter furnished by
Arthur Andersen LLP furnished pursuant to Section 5(e) hereof, shall have
made it, in the judgment of the Purchaser, impracticable or inadvisable to
market the Notes or enforce contracts for the sale of the Notes.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company or any of the
officers, directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The provisions of
the third paragraph of Section 2(a) and Sections 4(h) and 8 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 1100 H Street, N.W.,
Washington, D.C. 20080, Attention: Secretary.
12. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed within the State of New York.
14. Counterparts. This Agreement may be executed in counterparts,
which together shall constitute one and the same instrument. If signed in
counterparts, this Agreement shall not become effective unless at least one
counterpart hereof shall have been executed and delivered on behalf of each
party hereto.
-25-
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and you.
Very truly yours,
Washington Gas Light Company
By:_____________________________
Title:
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Salomon Brothers Inc
By: _______________________________
Title:
M.R. Beal & Company
By:________________________________
Title:
Lehman Brothers Inc.
By:________________________________
Title:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:_______________________________
Title:
-26-
<PAGE>
SCHEDULE I
Commissions:
- -----------
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:
<TABLE>
<CAPTION>
Term Commission Rate
---- ---------------
<S> <C>
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .675%
From 20 years up to and including 30 years .750%
</TABLE>
Address for Notice to You:
- -------------------------
Notices to Salomon Brothers Inc shall be directed to it at Seven
World Trade Center, New York, New York 10048, attention of Medium Term Note
Group, telecopy number 212-783-2274.
Notices to Lehman Brothers shall be directed to it at Lehman
Brothers Inc., 3 World Financial Center, New York, New York 10285, attention
of Medium-Term Note Department, 9th Floor, telecopy number 212-528-7035.
Notice to M.R. Beal & Company shall be directed to it at 565 Fifth
Avenue, New York, New York 10017, attention of John M. Carter.
Notices to Merrill Lynch & Co. shall be directed to it at North
Tower 10th Floor, World Financial Center, New York, New York 10281, attention
of Medium-Term Note Production Management, telecopy number 212-449-2234.
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<PAGE>
EXHIBIT A
Washington Gas Light Company
Medium-Term Notes, Series C
Administrative Procedures
Medium-Term Notes, Series C (the "Notes"), are to be offered on a
continuing basis by Washington Gas Light Company (the "Company"). Salomon
Brothers Inc, M.R. Beal & Company, Lehman Brothers Inc. and Merrill Lynch &
Co., as agents (each an "Agent" and collectively the "Agents"), have agreed
to use their reasonable best efforts to solicit offers to purchase the Notes.
The Notes are being sold pursuant to a Distribution Agreement between the
Company and the Agents dated January 31, 1995 (the "Distribution Agreement")
to which these administrative procedures are attached as an exhibit.
The Notes will be issued pursuant to an Indenture, dated as of
September 1, 1991 and supplemented as of September 1, 1993 (the "Indenture"),
between the Company and The Bank of New York ("BNY") as trustee (the
"Indenture Trustee"). BNY will act as the paying agent (the "Paying Agent")
for the payment of principal and premium, if any, and interest on the Notes
and will perform, as the Paying Agent, unless otherwise specified, the other
duties specified herein.
The Notes will rank equally and ratably with all other unsecured
and unsubordinated indebtedness of the Company. The Notes have been
registered with the Securities and Exchange Commission (the "Commission") and
will bear interest at either fixed rates ("Fixed Rate Notes") or variable
rates ("Floating Rate Notes").
Each Note will be represented by either a Global Security (as
defined hereinafter) delivered to BNY, as agent for The Depository Trust
Company ("DTC"), and recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the holder thereof or a
person designated by such holder (a "Certificated Note"). Except as set
forth in the Prospectus (as defined in Section 1(c) of the Distribution
Agreement), an owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms of,
the solicitation of offers by the Agents and the sale
-1-
<PAGE>
as a result thereof by the Company are explained below. Book-Entry Notes
will be issued in accordance with the administrative procedures set forth in
Part I hereof and Certificated Notes will be issued in accordance with the
administrative procedures set forth in Part II hereof. Administrative
procedures applicable to both Book-Entry Notes and Certificated Notes are set
forth in Part III hereof. Administrative responsibilities, document control
and record-keeping functions will be handled for the Company by its Chief
Financial Officer or its Treasurer. The Company will advise the Agents and
the Indenture Trustee in writing of those persons handling administrative
responsibilities with whom the Agents and the Indenture Trustee are to
communicate regarding offers to purchase Notes and the details of their
delivery.
To the extent the procedures set forth below conflict with the
provisions of the Notes, the Indenture or the Distribution Agreement, the
relevant provisions of the Notes, the Indenture and the Distribution
Agreement shall control. Unless otherwise defined herein, terms defined in
the Indenture shall be used herein as therein defined.
PART I: ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, BNY will perform the
custodial, document control and administrative functions described below, in
accordance with its respective obligations under a Letter of Representation
to be delivered from the Company and BNY to DTC and a Medium-Term Note
Certificate Agreement between BNY and DTC, dated as of ________, 1995 (the
"MTN Certificate Agreement"), and its obligations as a participant in DTC,
including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-
Entry Notes, the Company will issue a single
global security in fully registered form
without coupons (a "Global Security")
representing up to $150,000,000 principal
amount of all such Notes that have the same
Maturity Date, redemption provisions, if any,
provisions for the repayment or purchase by
the Company at the option of the Holder, if
any, Interest Payment Dates, Original Issue
Date, and, in the case of Fixed Rate Notes,
interest rate, and, in the case of Floating
Rate Notes, Initial Interest Rate, Base Rate,
Index Maturity, Interest Reset Period,
Interest Reset Dates, Rate Determination
Dates, Interest Payment Period, Spread or
Spread Multiplier, if any, Minimum Interest
Rate,
-2-
<PAGE>
if any, and Maximum Interest Rate, if any (in
each case, and for all purposes of these
administrative procedures, as defined in the
Prospectus) (collectively, the "Terms").
Each Global Security will be dated and issued
as of the date of its authentication by the
Indenture Trustee. No Global Security will
represent any Certificated Note.
Identification The Company has arranged with the
Numbers: CUSIP Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the
reservation of one series of CUSIP numbers (including
tranche numbers), which series consists of approximately
900 CUSIP numbers and relates to Global Securities
representing the Book-Entry Notes. The Company has
obtained from the CUSIP Service Bureau a written list of
such series of reserved CUSIP numbers and has delivered
to DTC and the Indenture Trustee a written list of 900
CUSIP numbers of such series. The Company will assign
CUSIP numbers to Global Securities as described below
under Settlement Procedure "B". It is expected that DTC
will notify the CUSIP Service Bureau periodically of the
CUSIP numbers that the Company has assigned to Global
Securities. At any time when fewer than 100 of the
reserved CUSIP numbers of the series remain unassigned
to Global Securities, the Indenture Trustee shall so
advise the Company and, if it deems necessary, the
Company will reserve additional CUSIP numbers for
assignment to Global Securities representing Book-Entry
Notes. Upon obtaining such additional CUSIP numbers,
the Company shall deliver a list of such additional
CUSIP numbers to the Indenture Trustee and DTC.
Registration: Each Global Security will be registered in the name of
Cede & Co., as nominee for DTC, on the Security Register
maintained under the Indenture. It is expected that the
beneficial owner of a Book-Entry Note (or one or more
indirect participants in DTC designated by such owner)
will designate one or more participants in DTC (with
respect to such Note, the "Participants") to act as
agent or agents for such owner in connection with the
-3-
<PAGE>
book-entry system maintained by DTC, and it is expected
that DTC will record in book-entry form, in accordance
with instructions provided by such Participants, a
credit balance with respect to such beneficial owner in
such Note in the account of such Participants. The
ownership interest of such beneficial owner in such Note
will be recorded through the records of such
Participants or through the separate records of such
Participants and one or more indirect participants in
DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC and,
in turn, by Participants (and in certain
cases, one or more indirect participants in
DTC) acting on behalf of beneficial
transferees and transferors of such Note.
Consolidations: Upon receipt of instructions from the Company, BNY may
deliver to DTC and the CUSIP Service Bureau at any time
a written notice of consolidation (a copy of which shall
be attached to the resulting Global Security) specifying
(i) the CUSIP numbers of two or more Outstanding Global
Securities that represent Book-Entry Notes having the
same Terms and for which interest has been paid to the
same date, (ii) a date, occurring at least thirty days
after such written notice is delivered and at least
thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global Securities
shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number to be assigned to
such replacement Global Security. Upon receipt of such
a notice, it is expected that DTC will send to its
participants (including BNY) a written reorganization
notice to the effect that such exchange will occur on
such date. Prior to the specified exchange date, BNY
will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new
CUSIP number and stating that, as of such exchange date,
the CUSIP numbers of the Global Securities to be
exchanged will no longer be valid. On the specified
exchange date, BNY will exchange such
-4-
<PAGE>
Global Securities for a single Global Security bearing
the new CUSIP number, and the CUSIP numbers of the
exchanged Global Securities will, in accordance with
CUSIP Service Bureau procedures, be cancelled and not
reassigned until the Book-Entry Notes represented by
such exchanged Global Securities have matured or been
redeemed.
Maturities: Each Book-Entry Note will mature on a date one year or
more after the date of settlement for such Note.
Denominations: Book-Entry Notes will be issued in principal amounts of
$1,000 or any amount that is an integral multiple
thereof. Global Securities will be denominated in
principal amounts not in excess of $150,000,000.
Interest: General. Interest on each Book-Entry Note
will accrue from and including the original
issue date of, or the last date to which
interest has been paid on, the Global
Security representing such Note. Each
payment of interest on a Book-Entry Note will
include interest accrued to but excluding the
Interest Payment Date (provided that, in the
case of Floating Rate Notes that reset daily
or weekly, interest payments will include
interest accrued to but excluding the Regular
Record Date (as defined below) immediately
preceding the Interest Payment Date) or the
Maturity Date or, upon earlier redemption or
repayment, the date of such redemption or
repayment (the "Redemption Date"), as the
case may be. Interest payable on the
Maturity Date or the Redemption Date of a
Book-Entry Note will be payable to the person
to whom the principal of such Note is
payable. Standard & Poor's Corporation will
use the information received in the pending
deposit message described under Settlement
Procedure "C" below in order to include the
amount of any interest payable and certain
other information regarding the related
Global Security in the appropriate weekly
bond report published by Standard & Poor's
Corporation.
Record Dates. The record date with respect
to any Interest Payment Date for a
-5-
<PAGE>
Floating Rate Note shall be the date fifteen
calendar days (whether or not a Business Day)
immediately preceding such Interest Payment
Date and for a Fixed Rate Note (unless
otherwise specified) will be the March 1 or
September 1 (whether or not a Business Day)
next preceding an Interest Payment Date for
Fixed Rate Notes (in each case, each, a
"Regular Record Date").
Fixed Rate Book-Entry Notes. Interest
payments on Fixed Rate Book-Entry Notes will
be made semi-annually on March 15 and
September 15 of each year and on the Maturity
Date or the Redemption Date; provided,
however, that in the case of a Fixed Rate
Book-Entry Note issued between a Regular
Record Date and an Interest Payment Date, the
first interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date.
Floating Rate Book-Entry Notes. Interest
payments will be made on Floating Rate Book-
Entry Notes monthly, quarterly, semi-annually
or annually. Unless otherwise agreed upon,
interest will be payable, in the case of
Floating Rate Book-Entry Notes with a monthly
Interest Payment Period, on the third
Wednesday of each month; with a quarterly
Interest Payment Period, on the third
Wednesday of March, June, September and
December of each year; with a semi-annual
Interest Payment Period, on the third
Wednesday of the two months specified
pursuant to Settlement Procedure "A" below;
and with an annual Interest Payment Period,
on the third Wednesday of the month specified
pursuant to Settlement Procedure "A" below;
provided, however, that if an Interest
Payment Date for Floating Rate Book-Entry
Notes would otherwise be a day that is not a
Business Day (as defined in the Prospectus)
with respect to such Floating Rate Book-Entry
Notes, such Interest Payment Date will be the
next succeeding Business Day with respect to
such Floating Rate Book-Entry Notes, except
in the case of a Floating Rate Book-Entry
Note for which the rate base is LIBOR, if
such Business Day is in the next succeeding
calendar month, in which event such Interest
Payment Date
-6-
<PAGE>
will be the immediately preceding Business
Day; provided further, however, that in the
case of a Floating Rate Book-Entry Note
issued between a Regular Record Date and an
Interest Payment Date the first interest
payment will be made on the Interest Payment
Date following the next succeeding Regular
Record Date.
Payments of Payment of Interest Only. Promptly
Principal and after each Regular Record Date, the
Interest: Paying Agent will deliver to the Company and
DTC a written notice specifying by CUSIP
number the amount of interest to be paid on
each Global Security on the following
Interest Payment Date (other than an Interest
Payment Date coinciding with the Maturity
Date) and the total of such amounts. It is
expected that DTC will confirm the amount
payable on each Global Security on such
Interest Payment Date by reference to the
appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation.
The Company will pay to the Paying Agent the
total amount of interest due on such Interest
Payment Date (other than on the Maturity
Date), and the Paying Agent will pay such
amount to DTC at the times and in the manner
set forth under "Manner of Payment" below.
If any Interest Payment Date for a Book-Entry
Note is not a Business Day, the payment due
on such day shall be made on the next
succeeding Business Day, except that, if such
Note is a LIBOR Note and such next succeeding
Business Day is in the next succeeding
calendar month, such payment will be made on
the next preceding Business Day; and no
interest shall accrue on such payment for the
period from and after such Interest Payment
Date.
Payments on Maturity Date, Etc. On or about
the first Business Day of each month, the
Paying Agent will deliver to the Company and
DTC a written list of principal and, to the
extent known at such time, interest to be
paid on each Global Security maturing either
on the Maturity Date or the Redemption Date
in the following month. The Company and DTC
will confirm with the Paying Agent the
amounts
-7-
<PAGE>
of such principal and interest payments with
respect to each such Global Security on or
about the fifth Business Day preceding the
Maturity Date or the Redemption Date, as the
case may be, of such Global Security. The
Company will pay to the Paying Agent the
principal amount of such Global Security,
together with interest due on such Maturity
Date or Redemption Date. The Paying Agent
will pay such amounts to DTC at the times and
in the manner set forth below under "Manner
of Payment". If the Maturity Date or the
Redemption Date of a Global Security
representing Book-Entry Notes is not a
Business Day, the payment due on such day
shall be made on the next succeeding Business
Day, except that, if such Note is a LIBOR
Note and such next succeeding Business Day is
in the next succeeding calendar month, such
payment will be made on the next preceding
Business Day; and no interest shall accrue on
such payment for the period from and after
such Maturity Date or the Redemption Date.
Promptly after payment to DTC of the
principal and interest due at the Maturity
Date or the Redemption Date of such Global
Security, the Paying Agent will cancel such
Global Security in accordance with the terms
of the Indenture.
Manner of Payment. The total amount of any
principal and interest due on Global
Securities on any Interest Payment Date or on
the Maturity Date or the Redemption Date
shall be paid by the Company to the Paying
Agent in immediately available funds for use
by the Paying Agent no later than 9:30 A.M.
(New York City time) on such date. The
Company will make such payment on such Global
Securities by wire transfer to the Paying
Agent or by the Paying Agent's debiting the
account of the Company maintained with the
Paying Agent. The Company will confirm such
instructions in writing to the Paying Agent.
Prior to 10:00 A.M. (New York City time) on
each Maturity Date or Redemption Date or as
soon as possible thereafter, the Paying Agent
will pay by separate wire transfer (using
Fedwire message entry instructions in a form
previously agreed to with DTC)
-8-
<PAGE>
to an account at the Federal Reserve Bank of
New York previously agreed to with DTC, in
funds available for immediate use by DTC,
each payment of principal (together with
interest thereon) due on Global Securities on
any Maturity Date or Redemption Date. On
each Interest Payment Date, interest payments
shall be made to DTC in same day funds in
accordance with existing arrangements between
the Paying Agent and DTC. Thereafter, on
each such date, it is expected that DTC will
pay, in accordance with its SDFS operating
procedures then in effect, such amounts in
funds available for immediate use to the
respective Participants in whose names the
Book-Entry Notes represented by such Global
Securities are recorded in the book-entry
system maintained by DTC. Neither the
Company nor the Paying Agent shall have any
responsibility or liability for the payment
by DTC to such Participants of the principal
of and interest on the Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Book-Entry
Note will be determined and withheld by the
Participant, indirect participant in DTC or
other person responsible for forwarding
payments and materials directly to the
beneficial owner of such Note.
Settlement: The receipt by the Company of immediately
available funds in payment for a Book-Entry
Note and the authentication and issuance of
the Global Security representing such Note
shall constitute "settlement" with respect to
such Note. All orders accepted by the
Company will be settled on the fifth Business
Day following the date of sale of a Book-
Entry Note unless the Company, the Indenture
Trustee and the purchaser agree to settlement
on another day that shall be no earlier than
the second succeeding Business Day.
-9-
<PAGE>
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the Company
through an Agent, as agent, shall be as
follows:
A. Such Agent will advise the Company by
telephone, followed by facsimile
transmission, of the following
settlement information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate Book-
Entry Note, the interest rate, or,
in the case of a Floating Rate
Book-Entry Note, the Initial
Interest Rate (if known at such
time), Base Rate, Index Maturity,
Interest Reset Period, Interest
Reset Dates, Rate Determination
Dates, Interest Payment Period,
Spread or Spread Multiplier (if
any), Minimum Interest Rate (if
any) and Maximum Interest Rate (if
any).
4. Interest Payment Dates.
5. Redemption provisions, if any, or
provisions for the repayment or
purchase by the Company at the
option of the Holder, if any.
6. Settlement date.
7. Issue price.
8. Agent's commission, determined as
provided in Section 2(a) of the
Distribution Agreement.
B. The Company will assign a CUSIP number
to such Book-Entry Note and will advise
BNY by facsimile transmission or other
mutually acceptable means of the
information set forth in Settlement
Procedure "A" above, the name of such
Agent and the CUSIP number assigned to
such Book-Entry Note. The Company will
notify
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<PAGE>
the Agent of such CUSIP number by
telephone as soon as practicable. Each
such communication by the Company shall
constitute a representation and warranty
by the Company to BNY and each Agent
that (i) such Note is then, and at the
time of issuance and sale thereof will
be, duly authorized for issuance and
sale by the Company, (ii) the Global
Security representing such Note will
conform with the terms of the Indenture
pursuant to which such Note and Global
Security are issued and (iii) upon
authentication and delivery of such
Global Security, the aggregate principal
amount of all Notes initially offered
issued under the Indenture will not
exceed $150,000,000 (except for Global
Securities or Notes represented by and
authenticated and delivered in exchange
for or in lieu of Notes in accordance
with the Indenture).
C. BNY will enter a pending deposit message
through DTC's Participant Terminal
System, providing the following
settlement information to DTC, which
shall route such information to such
Agent and Standard & Poor's Corporation:
1. The information set forth in
Settlement Procedure "A".
2. Identification of such Note as a
Fixed Rate Book-Entry Note or a
Floating Rate Book-Entry Note.
3. Initial Interest Payment Date for
such Note, number of days by which
such date succeeds the related
Regular Record Date (which, in the
case of Floating Rate Notes that
reset daily or weekly, shall be the
DTC Record Date, which is the date
five calendar days immediately
preceding the applicable Interest
Payment Date and, in the case of
all other Notes, shall be the
Regular Record Date as defined in
the Note) and
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<PAGE>
amount of interest payable on such
Interest Payment Date.
4. CUSIP number of the Global Security
representing such Note.
5. Whether such Global Security will
represent any other Book-Entry Note
(to the extent known at such time).
D. The Indenture Trustee will complete and
authenticate the Global Security
representing such Note.
E. It is expected that DTC will credit such
Note to BNY's participant account at
DTC.
F. BNY will enter an SDFS deliver order
through DTC's Participant Terminal
System instructing DTC to (i) debit such
Note to BNY's participant account and
credit such Note to such Agent's
participant account and (ii) debit such
Agent's settlement account and credit
BNY's settlement account for an amount
equal to the price of such Note less
such Agent's commission. The entry of
such a deliver order shall constitute a
representation and warranty by BNY to
DTC that (a) the Global Security
representing such Book-Entry Note has
been issued and authenticated and (b)
BNY is holding such Global Security
pursuant to the MTN Certificate
Agreement.
G. Such Agent will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Note to such Agent's participant account
and credit such Note to the participant
accounts of the Participants with
respect to such Note and (ii) to debit
the settlement accounts of such
Participants and credit the settlement
account of such Agent for an amount
equal to the price of such Note.
H. Transfers of funds in accordance with
SDFS deliver orders described in
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<PAGE>
Settlement Procedures "F" and "G" will
be settled in accordance with SDFS
operating procedures in effect on the
settlement date.
I. BNY will, upon confirming receipt of
such funds from the Agent, wire transfer
to the account of the Company maintained
at NationsBank of Virginia, N.A. (for
credit to Washington Gas Light Company,
Account No. 99232669, ABA#051000017) in
immediately available funds in the
amount transferred to BNY in accordance
with Settlement Procedure "F".
J. Such Agent will confirm the purchase of
such Note to the purchaser either by
transmitting to the Participants with
respect to such Note a confirmation
order or orders through DTC's
institutional delivery system or by
mailing a written confirmation to such
purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by an Agent, as agent,
Timetable: and accepted by the Company for settlement on
the first Business Day after the sale date,
Settlement Procedures "A" through "J" set
forth above shall be completed as soon as
possible but not later than the respective
times (New York City time) set forth below:
Settlement
Procedure Time
---------- ----
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 9:00 A.M. on the settlement date
E 10:00 A.M. on the settlement date
F-G 2:00 P.M. on the settlement date
H 4:45 P.M. on the settlement date
I-J 5:00 P.M. on the settlement date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures "A", "B" and "C" shall be
completed as soon as practicable but no later
than 11:00 A.M. and 12:00 Noon on the first
Business Day after the
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<PAGE>
sale date with respect to Settlement
Procedures "A" and "B", respectively, and no
later than 2:00 P.M. on the first Business
Day after the sale date, with respect to
Settlement Procedure "C". If the Initial
Interest Rate for a Floating Rate Book-Entry
Note has not been determined at the time that
Settlement Procedure "A" is completed,
Settlement Procedures "B" and "C" shall be
completed as soon as such rate has been
determined but no later than 12:00 Noon and
2:00 P.M., respectively, on the second
Business Day before the settlement date.
Settlement Procedures "H" and "I" are subject
to extension in accordance with any extension
of Fedwire closing deadlines and in the other
events specified in the SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is
rescheduled or cancelled, the Company will
instruct BNY to deliver to DTC through DTC's
Participant Terminal System a cancellation
message to such effect by no later than 12:00
Noon on the Business Day immediately
preceding the scheduled settlement date and
BNY will enter such message no later than
2:00 P.M. through DTC's Participation
Terminal System.
Monthly Monthly, the Indenture Trustee will
Reports: send to the Company a statement setting forth
the principal amount of Notes outstanding as
of that date under the Indenture and setting
forth a brief description of any sales of
which the Company has advised the Indenture
Trustee but which have not yet been settled.
Failure to If BNY or the Agent fails to
Settle: enter an SDFS deliver order with respect to a
Book-Entry Note pursuant to Settlement
Procedure "F" or "G," BNY may upon the
approval of the Company deliver to DTC,
through DTC's Participant Terminal System, as
soon as practicable, a withdrawal message
instructing DTC to debit such Note to BNY's
participant account, provided that BNY's
participant account contains a principal
amount of the Global Security representing
such Note that is at least equal to the
principal
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amount to be debited. If a withdrawal
message is processed with respect to all the
Book-Entry Notes represented by a Global
Security, BNY will mark such Global Security
"cancelled", make appropriate entries in
BNY's records and send such cancelled Global
Security to the Company. The CUSIP number
assigned to such Global Security shall, in
accordance with CUSIP Service Bureau
procedures, be cancelled and not reassigned
until the Book-Entry Notes represented by
such Global Security have matured or been
redeemed. If a withdrawal message is
processed with respect to one or more, but
not all, of the Book-Entry Notes represented
by a Global Security, BNY will exchange such
Global Security for another Global Security,
which shall represent the Book-Entry Notes
previously represented by the surrendered
Global Security with respect to which a
withdrawal message have not been processed
and shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any Book-Entry Note
is not timely paid to the Participants with
respect to such Note by the beneficial
purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in
turn, the Agent for such Note may enter SDFS
deliver orders through DTC's Participant
Terminal System reversing the orders entered
pursuant to Settlement Procedures "G" and
"F", respectively. Thereafter, BNY will
deliver the withdrawal message and take the
related actions described in the preceding
paragraph. If such failure shall have
occurred for any reason other than a default
by the Agent in the performance of its
obligations hereunder or under the
Distribution Agreement, then the Company will
reimburse such Agent or BNY as applicable on
an equitable basis for the loss of the use of
funds during the period when they were
credited to the account of the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a Book-
Entry Note, DTC may take any actions in
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accordance with its SDFS operating procedures
then in effect. In the event of a failure to
settle with respect to one or more, but not
all, of the Book-Entry Notes to have been
represented by a Global Security, the
Indenture Trustee will provide, in accordance
with Settlement Procedure "D," for the
authentication and issuance of a Global
Security representing the other Book-Entry
Notes to have been represented by such Global
Security and will make appropriate entries in
its records.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
BNY will serve as registrar in connection with the Certificated Notes.
Maturities: Each Certificated Note will mature on a date
one year or more after the date of delivery
by the Company of such Note.
Price to Each Certificated Note will be issued
Public: at the percentage of principal amount
specified in the Prospectus relating to the
Notes.
Denominations: The denomination of any Certificated Note
will be a minimum of $1,000 or any amount
which is an integral multiple thereof.
Registration: Certificated Notes will be issued only in
fully registered form.
Interest: General. Interest on each Certificated Note
will accrue from and including the original
issue date of, or the last date to which
interest has been paid on, such Note. Each
payment of interest on a Certificated Note
will include interest accrued to but
excluding the Interest Payment Date (provided
that, in the case of Floating Rate Notes that
reset daily or weekly, interest payments will
include interest accrued to but excluding the
Regular Record Date immediately preceding the
Interest Payment Date) or the Maturity Date
or, upon earlier redemption, the Redemption
Date, as the case may be. Interest payable
on the Maturity Date or
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the Redemption Date of a Certificated Note
will be payable to the person to whom the
principal of such Note is payable.
Record Dates. Unless otherwise set forth in
the applicable Pricing Supplement, the record
dates with respect to the Interest Payment
Dates shall be the Regular Record Dates.
Fixed Rate Certificated Notes. Unless
otherwise specified pursuant to "Settlement
Procedures" below, interest payments on Fixed
Rate Certificated Notes will be made semi-
annually on March 15 and September 15 of each
year and on the Maturity Date or the
Redemption Date; provided, however, that in
the case of a Fixed Rate Certificated Note
issued between a Regular Record Date and an
Interest Payment Date, the first interest
payment will be made on the Interest Payment
Date following the next succeeding Regular
Record Date.
Floating Rate Certificated Notes. Interest
payments will be made on Floating Rate
Certificated Notes monthly, quarterly, semi-
annually or annually. Unless otherwise
agreed upon, interest will be payable, in the
case of Floating Rate Certificated Notes with
a monthly Interest Payment Period, on the
third Wednesday of each month; with a
quarterly Interest Payment Period, on the
third Wednesday of March, June, September and
December of each year; with a semi-annual
Interest Payment Period, on the third
Wednesday of the two months specified
pursuant to "Settlement Procedures" below;
and with an annual Interest Payment Period,
on the third Wednesday of the month specified
pursuant to "Settlement Procedures below;
provided, however, that if an Interest
Payment Date for Floating Rate Certificated
Notes would otherwise be a day that is not a
Business Day with respect to such Floating
Rate Certificated Notes, such payment will be
made on the next succeeding Business Day with
respect to such Floating Rate Certificated
Notes, except in the case of a Floating Rate
Certificated Note for which the rate base is
LIBOR, if such Business Day is in the
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next succeeding calendar month, in which
event such payment will be made on the
immediately preceding Business Day; and no
interest shall accrue on such payment for the
period from and after such Interest Payment
Date; provided further, however, that in the
case of a Floating Rate Certificated Note
issued between a Regular Record Date and an
Interest Payment Date, the first interest
payment will be made on the Interest Payment
Date following the next succeeding Regular
Record Date.
Payments of Interest will be payable to the person
Principal in whose name a Certificated Note is
and registered at the close of business on the
Interest: Regular Record Date next preceding an
Interest Payment Date; provided, however,
that, in the case of a Certificated Note
originally issued between a Regular Record
Date and an Interest Payment Date, the first
payment of interest will be made on the
Interest Payment Date following the next
succeeding Regular Record Date to the person
in whose name such Note was registered at the
close of business on such next Regular Record
Date. Unless other arrangements are made
acceptable to the Company, all interest
payments (excluding interest payments made on
the Maturity Date or the Redemption Date) on
a Certificated Note will be made by check
mailed to the person entitled thereto as
provided above.
BNY will pay the principal amount of each
Certificated Note on the Maturity Date upon
presentation of such Certificated Note to
BNY. Such payment, together with payment of
interest due on the Maturity Date, will be
made from funds deposited with BNY by the
Company.
BNY will be responsible for withholding taxes
on interest paid on Certificated Notes as
required by applicable law.
Within 10 days following each Regular Record
Date, the Indenture Trustee will inform the
Company of the total amount of the interest
payments to be made by the Company on the
next succeeding Interest Payment Date. The
Indenture Trustee will provide monthly to the
Company a list of
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the principal and interest to be paid on
Certificated Notes maturing in the next
succeeding month.
Settlement: The settlement date with respect to any offer
to purchase Certificated Notes accepted by
the Company will be a date on or before the
fifth Business Day next succeeding the date
of acceptance unless otherwise agreed by the
purchaser, the Indenture Trustee and the
Company and shall be specified upon
acceptance of such offer. The Company will
instruct the Indenture Trustee to effect
delivery of each Certificated Note no later
than 1:00 P.M., New York City time, on the
settlement date to the Presenting Agent (as
defined under "Preparation of Pricing
Supplement" in Part III below) for delivery
to the purchaser.
Settlement For each offer to purchase a Certi-
Procedures: ficated Note that is accepted by the Company, the
Presenting Agent will provide (unless provided by the
purchaser directly to the Company) by telephone and
facsimile transmission or other mutually acceptable
means the following information to the Company:
1. Name in which such Note is to be
registered (the "Registered Owner").
2. Address of the Registered Owner and, if
different, address for payment of
principal and interest.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount.
5. Maturity Date.
6. In the case of Fixed Rate Certificated
Note, the interest rate, or, in the case
of a Floating Rate Certificated Note,
the Initial Interest Rate (if known at
such time), Base Rate, Index Maturity,
Interest Reset Period, Interest Reset
Dates, Rate Determination Dates,
Interest Payment Period, Spread or
Spread Multiplier (if any), Minimum
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<PAGE>
Interest Rate (if any) and Maximum
Interest Rate (if any).
7. Interest Payment Dates.
8. Redemption provisions, if any, or
provisions for the repayment or
repurchase by the Company at the option
of the Holder, if any.
9. Settlement date.
10. Issue price.
11. Agent's commission, determined as
provided in Section 2(a) of the
Distribution Agreement.
The Presenting Agent will advise the Company
of the foregoing information (unless provided
by the purchaser directly to the Company) for
each offer to purchase a Certificated Note
solicited by such Agent and accepted by the
Company in time for the Indenture Trustee to
prepare and authenticate the required
Certificated Note. Before accepting any
offer to purchase a Certificated Note to be
settled in less than three Business Days, the
Company shall verify that the Indenture
Trustee will have adequate time to prepare
and authenticate such Note. After receiving
from the Presenting Agent the details for
each offer to purchase a Certificated Note
that has been accepted by the Company, the
Company will, after recording the details and
any necessary calculations, provide
appropriate documentation to the Indenture
Trustee, including the information provided
by the Presenting Agent necessary for the
preparation and authentication of such Note.
Note Deliveries Upon receipt of appropriate
and Cash Payment: documentation and instructions, the Company
will cause the Indenture Trustee to
prepare and authenticate the pre-printed 4-
ply Certificated Note packet containing the
following documents in forms approved by the
Company, the Presenting Agent and the
Indenture Trustee:
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<PAGE>
1. Note with customer receipt.
2. Stub 1 - For the Presenting Agent.
3. Stub 2 - For the Company.
4. Stub 3 - For the Indenture Trustee.
Each Certificated Note shall be authenticated
on the settlement date therefor. The
Indenture Trustee will authenticate each
Certificated Note and deliver it (with the
confirmation) to the Presenting Agent (and
deliver the stubs as indicated above), all in
accordance with written or electronic
instructions (or oral instructions confirmed
in writing (which may be given by facsimile
transmission) on the next Business Day) from
the Company. Delivery by the Indenture
Trustee of each Certificated Note will be
made in accordance with said instructions
against receipts therefor and in connection
with contemporaneous receipt by the Company
from the Presenting Agent on the settlement
date in immediately available funds of an
amount equal to the issue price of such Note
less the Presenting Agent's commission.
Upon verification ("Verification") by the
Presenting Agent that a Certificated Note has
been prepared and properly authenticated by
the Indenture Trustee and registered in the
name of the purchaser in the proper principal
amount and other terms in accordance with the
aforementioned confirmation, payment will be
made to the Company by the Presenting Agent
the same day as the Presenting Agent's
receipt of the Certificated Note in
immediately available funds. Such payment
shall be made by the Presenting Agent only
upon prior receipt by the Presenting Agent of
immediately available funds from or on behalf
of the purchaser unless the Presenting Agent
decides, at its option, to advance its own
funds for such payment against subsequent
receipt of funds from the purchaser.
Upon delivery of a Certificated Note to the
Presenting Agent, Verification by the
Presenting Agent and the giving of
instructions for payment, the Presenting
Agent shall promptly deliver such Note to the
purchaser.
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<PAGE>
In the event any Certificated Note is
incorrectly prepared, the Indenture Trustee
shall promptly issue a replacement
Certificated Note in exchange for such
incorrectly prepared Note.
Failure If the Presenting Agent, at its own
to Settle: option, has advanced its own funds for
payment against subsequent receipt of funds
from the purchaser, and if the purchaser
shall fail to make payment for the
Certificated Note on the settlement date
therefor, the Presenting Agent will promptly
notify the Indenture Trustee and the Company
by telephone, promptly confirmed in writing
(but no later than the next Business Day). In
such event, the Company shall promptly
provide the Indenture Trustee with
appropriate documentation and instructions
consistent with these procedures for the
return of the Certificated Note to the
Indenture Trustee and the Presenting Agent
will promptly return the Certificated Note to
the Indenture Trustee. Upon (i) confirmation
from the Indenture Trustee in writing (which
may be given by facsimile transmission) that
the Indenture Trustee has received the
Certificated Note and upon (ii) confirmation
from the Presenting Agent in writing (which
may be given by facsimile transmission) that
the Presenting Agent has not received payment
from the purchaser (the matters referred to
in clauses (i) and (ii) are referred to
hereinafter as the "Confirmations"), the
Company will promptly pay to the Presenting
Agent an amount in immediately available
funds equal to the amount previously paid by
the Presenting Agent in respect of such Note.
Assuming receipt of the Certificated Note by
the Indenture Trustee and of the
Confirmations by the Company, such payment
will be made on the settlement date, if
reasonably practical, and in any event not
later than the Business Day following the
date of receipt of the Certificated Note and
Confirmations. If a purchaser shall fail to
make payment for the Certificated Note for
any reason other than the failure of the
Presenting Agent to provide the necessary
information to the Company as described above
for settlement or to
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provide a confirmation to the purchaser
within a reasonable period of time as
described above or otherwise to satisfy its
obligation hereunder or in the Distribution
Agreement, and if the Presenting Agent shall
have otherwise complied with its obligations
hereunder and in the Distribution Agreement,
the Company will reimburse the Presenting
Agent on an equitable basis for its loss of
the use of funds during the period when they
were credited to the account of the Company.
Immediately upon receipt of the Certificated
Note in respect of which the failure
occurred, the Indenture Trustee will void
such Note, make appropriate entries in its
records and send such cancelled Note to the
Company; and upon such action, the
Certificated Note will be deemed not to have
been issued, authenticated and delivered.
PART III: ADMINISTRATIVE PROCEDURES APPLICABLE TO BOTH
BOOK-ENTRY NOTES AND CERTIFICATED NOTES
Calculation of Fixed Rate Notes. Interest
Interest: on Fixed Rate Notes (including interest for
partial periods) will be calculated on the
basis of a 360-day year of twelve thirty-day
months. (Examples of interest calculations
are as follows: The period from August 15,
1993 to February 15, 1994 equals 6 months and
0 days, or 180 days; the interest payable
equals 180/360 times the annual rate of
interest times the principal amount of the
Note. The period from September 17, 1993 to
February 15, 1994 equals 4 months and 28
days, or 148 days; the interest payable
equals 148/360 times the annual rate of
interest times the principal amount of the
Note.)
Floating Rate Notes. Interest rates on
Floating Rate Notes will be determined as set
forth in the form of such Notes. Interest on
Floating Rate Notes will be calculated on the
basis of actual days elapsed and a year of
360 days except that, in the case of Floating
Rate Notes for which the rate base is the
Treasury
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<PAGE>
Rate, interest will be calculated on the
basis of the actual number of days in the
year.
Procedure for The Company and the Agents will
Rate Setting discuss from time to time the
and Posting: aggregate amount of, the issuance price of,
and the interest rates to be borne by, Notes
that may be sold as a result of the
solicitation of offers by the Agents. If the
Company decides to set prices of, and rates
borne by, any Notes in respect of which the
Agents are to solicit offers (the setting of
such prices and rates to be referred to
herein as "posting") or if the Company
decides to change prices or rates previously
posted by it, it will promptly advise the
Agents of the prices and rates to be posted.
Acceptance If the Company posts prices and rates
of Offers: as provided above, each Agent as agent for
and on behalf of the Company, shall promptly
accept offers received by such Agent to
purchase Notes at the prices and rates so
posted, subject to (i) any instructions from
the Company received by such Agent concerning
the aggregate principal amount of such Notes
to be sold at the prices and rates so posted
or the period during which such posted prices
and rates are to be in effect, (ii) any
instructions from the Company received by
such Agent changing or revoking any posted
prices and rates, (iii) compliance with the
securities laws of the United States and all
other jurisdictions and (iv) such Agent's
right to reject any such offer as provided
below.
If the Company does not post prices and rates
and an Agent receives an offer to purchase
Notes or, if while posted prices and rates
are in effect, an Agent receives an offer to
purchase Notes on terms other than those
posted by the Company, such Agent will
promptly advise the Company of each such
offer other than offers rejected by such
Agent as provided below. The Company will
have the sole right to accept any such offer
to purchase Notes. The Company may reject
any such offer in whole or in part.
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<PAGE>
Each Agent may, in its discretion reasonably
exercised, reject any offer to purchase Notes
received by it in whole or in part.
Preparation If any offer to purchase a Note is
of Pricing accepted by the Company, the Company,
Supplement: with the approval of the Agent that presented
such offer (the "Presenting Agent"), will
prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such
Note and will arrange to have ten copies
filed with the Commission in accordance with
the applicable paragraph of Rule 424 under
the Act and will supply at least 10 copies
thereof (or additional copies if requested)
to the Presenting Agent. The Presenting
Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser
of such Note.
In each instance that a Pricing Supplement is
prepared, the Agents will affix the Pricing
Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other
than those retained for files) will be
destroyed.
Procedures For When the Company has determined to
Rate Changes: change the interest rates of Notes being
offered, it will promptly advise the Agents
and the Agents will forthwith suspend
solicitation of offers. The Agents will
telephone the Company with recommendations as
to the changed interest rates. At such time
as the Company has advised the Agents of the
new interest rates, the Agents may resume
solicitation of offers. Until such time only
"indications of interest" may be recorded.
Suspension of The Company may instruct the Agents to
Solicitation; suspend at any time, for any period of
Amendment or time or permanently, the solicitation
Supplement of of offers to purchase Notes.
Prospectus: Upon receipt of such instructions from the
Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from
the Company until such time as the Company
has advised them that such solicitation may
be resumed.
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If the Company decides to amend or supplement
the Registration Statement (as defined in
Section 1(c) of the Distribution Agreement)
or the Prospectus (except for a supplement
relating to an offering of securities other
than the Notes), it will promptly advise the
Agents and the Indenture Trustee and will
furnish the Agents and the Indenture Trustee
with the proposed amendment or supplement in
accordance with the terms of, and its
obligations under, the Distribution
Agreement. The Company will, consistent with
such obligations, promptly advise each Agent
and the Indenture Trustee whether orders
outstanding at the time each Agent suspends
solicitation may be settled and whether
copies of such Prospectus and Prospectus
Supplement as in effect at the time of the
suspension, together with the appropriate
Pricing Supplement, may be delivered in
connection with the settlement of such
orders. The Company will have the sole
responsibility for such decision and for any
arrangements that may be made in the event
that the Company determines that such orders
may not be settled or that copies of such
Prospectus, Prospectus Supplement and Pricing
Supplement may not be so delivered.
The Company will file with the Commission for
filing therewith any supplement to the
Prospectus relating to the Notes, provide the
Agents with copies of any such supplement,
and confirm to the Agents that such
supplement has been filed with the Commission
pursuant to the applicable paragraph of Rule
424.
Confirmation: For each offer to purchase a Note solicited
by an Agent and accepted by or on behalf of
the Company, the Presenting Agent will issue
a confirmation to the purchaser, with a copy
to the Company, setting forth the details set
forth above and delivery and payment
instructions.
Trustee Not Nothing herein shall be deemed to
to Risk Funds: require the Indenture Trustee to risk or
expend its own funds in connection with any
payment to the Company, DTC, the Agents or
the purchaser or a holder, it
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<PAGE>
being understood by all parties that payments
made by the Indenture Trustee to the Company,
DTC, the Agents or a holder shall be made
only to the extent that funds are provided to
the Indenture Trustee for such purpose.
Authenticity The Company will cause the Indenture
of Signatures: Trustee to furnish the Agents from time to
time with the specimen signatures of each of
the Indenture Trustee's officers, employees
or agents who has been authorized by the
Indenture Trustee to authenticate Notes, but
the Agents will have no obligation or
liability to the Company or the Indenture
Trustee in respect of the authenticity of the
signature of any officer, employee or agent
of the Company or the Indenture Trustee on
any such Note.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a statement of
the reasonable out-of-pocket expenses
incurred by such Agent during that month
which are reimbursable to it pursuant to the
terms of the Distribution Agreement. The
Company will remit payment to the Agents
currently on a monthly basis.
Delivery of A copy of the Prospectus, Prospectus
Prospectus: Supplement and Pricing Supplement relating to
a Note must accompany or precede the earliest
of any written offer of such Note,
confirmation of the purchase of such Note or
payment for such Note by its purchaser. If
notice of a change in the terms of the Notes
is received by an Agent between the time an
order for a Note is placed and the time
written confirmation thereof is sent by such
Agent to a customer or his agent, such
confirmation shall be accompanied by a
Prospectus, Prospectus Supplement and Pricing
Supplement setting forth the terms in effect
when the order was placed. Subject to
"Suspension of Solicitation; Amendment or
Supplement of Prospectus" above, each Agent
will deliver a Prospectus, Prospectus
Supplement and Pricing Supplement as herein
described with respect to each Note sold by
it.
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<PAGE>
EXHIBIT B
TERMS AGREEMENT
Washington Gas Light Company
1100 H Street, N.W.
Washington, D.C. 20080
Attention:
Subject in all respects to the terms and conditions of the
Distribution Agreement (the "Distribution Agreement"), dated January 31, 1995
among Salomon Brothers Inc, M.R. Beal & Company, Lehman Brothers Inc.,
Merrill Lynch & Co. and Washington Gas Light Company (the "Company"), the
undersigned agrees to purchase the following principal amount of the
Company's Medium-Term Notes, Series C (the "Notes"):
Aggregate Principal Amount: $
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Purchase Price: % of Principal Amount
[plus accrued interest
from , 199 ]
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor
Method of Payment:
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<PAGE>
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Distribution Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Distribution
Agreement:
This Agreement shall be governed by and construed in accordance
with the laws of New York.
[Insert name of Purchaser[s]]
By___________________________
Title:
Accepted: , 19
WASHINGTON GAS LIGHT COMPANY
By_________________________
Title:
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