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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 23, 1999
WASHINGTON GAS LIGHT COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
District of Columbia and Virginia 1-1483 53-0162882
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
1100 H Street, N.W., Washington, D.C. 20080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 750-4440
NONE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On June 23, 1999, Washington Gas Light Company executed a
Distribution Agreement with Salomon Smith Barney Inc., Banc One Capital Markets,
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, PaineWebber
Incorporated and The Williams Capital Group, L.P. for the issuance and sale of
up to $225,000,000 of Medium-Term Notes, Series E, under an Indenture dated as
of September 1, 1991.
A copy of the Distribution Agreement is filed as an Exhibit to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
10.1 Distribution Agreement dated June 23, 1999
among Washington Gas Light Company and
Salomon Smith Barney Inc., Banc One Capital
Markets, Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, PaineWebber
Incorporated and The Williams Capital Group,
L.P. regarding the issue and sale by
Washington Gas Light Company of up to
$225,000,000 of Medium-Term Notes, Series E.
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
By: /s/ Robert E. Tuoriniemi
------------------------------
Name: Robert E. Tuoriniemi
Title: Controller
Date: June 28, 1999
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Washington Gas Light Company
$225,000,000
Medium-Term Notes, Series E
DISTRIBUTION AGREEMENT
June 23, 1999
New York, New York
Salomon Smith Barney Inc.
388 Greenwich Street
34th Floor
New York, New York 10013
Banc One Capital Markets, Inc.
One First National Plaza
Suite IL1-0595, Corporate Securities Structuring
Chicago, Illinois 60670
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street
15th Floor
New York, New York 10281
PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019
The Williams Capital Group, L.P.
650 Fifth Avenue
10th Floor
New York, New York 10019
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 $225,000,000 aggregate
principal amount of its Medium-Term Notes, Series E (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").
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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 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: 333-18965 and 333-79465) (registration
statement No. 333-79465 constituting a post-effective amendment to registration
statement No. 333-18965), each including a basic prospectus, each of which has
become effective, for the registration under the Act of up to $225,000,000
aggregate principal amount of 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. 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 supplements to the prospectus included in registration statement No.
333-79465 (the "Prospectus") providing for the specification of the interest
rates, maturity dates, issuance prices, redemption terms and prices, and, if
appropriate, other terms of the Notes sold pursuant hereto or the offering
thereof (any such supplement being hereinafter called a "Pricing Supplement").
(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 each acceptance by the
Company of an offer for the Purchase of Notes (whether to such Agent as
principal or through such Agent as agent) 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
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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 that 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. "Prospectus" shall mean the form of prospectus relating
to the Securities contained in registration statement No. 333-79465, which
prospectus, pursuant to Rule 429 under the Act, also relates to registration
statement No. 333-18965 at the Effective Date (unless such prospectus has been
amended by the Company subsequent to the Effective Date, in which case
"Prospectus" shall mean the form of prospectus as so amended). "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. 333-18965" or "Registration
Statement No. 333-79465". "Rule 415" and "Rule 424" refer to such rules under
the Act. Any reference herein to any Registration Statement 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 Prospectus, as the case may be; and any reference herein to the terms
"amend", "amended", "amendment" or "supplement" with respect to each
Registration Statement 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 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. 333-79465 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. 333-79465 and
the Prospectus; and, since the respective dates as of which information is given
in Registration Statement No. 333-79465 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
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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 or contemplated in
Registration Statement No. 333-79465 and the Prospectus.
(e) Each of Crab Run Gas Company, 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
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 except
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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
agent 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 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
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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 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:
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(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 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 initiation or threatening of
any proceeding relating to the Notes in any jurisdiction. 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 required, resume
your obligation to solicit offers to purchase Notes hereunder.
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(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 inform each of you of such filing prior to or on the date
of such filing. If so requested, the Company will furnish to any 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 determination of
the legality of the Notes for purchase by institutional investors.
(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), as requested, copies of all
annual, quarterly and current reports (without exhibits but
including documents incorporated by reference 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. 333-79465, the Prospectus, all amendments thereof and
supplements thereto, 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
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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.
(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
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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, 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
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<PAGE> 11
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
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 creditors' 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 of the
provisions of the Company's Charter, as amended, or
Bylaws or
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<PAGE> 12
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 having jurisdiction
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 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.
(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
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<PAGE> 13
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. 333-79465 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. 333-79465 and the Prospectus and (2) since the
respective dates as of which information is given in
Registration Statement No. 333-79465 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 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. 333-79465 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:
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<PAGE> 14
(i) In their opinion the audited
consolidated financial statements and related
supplemental schedules included or incorporated by
reference in Registration Statement No. 333-79465 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. 333-79465 and
the Prospectus do not comply in form in all material
respects with the applicable accounting 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. 333-79465 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. 333-79465 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. 333-79465
and the Prospectus; except in all instances for
changes or decreases that Registration Statement No.
333-79465 and the Prospectus disclose have occurred
or may occur and except as set forth in such letter;
or
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<PAGE> 15
(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. 333-79465
and the 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. 333-79465 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. 333-79465 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. 333-79465 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. 333-79465 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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<PAGE> 16
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.
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
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<PAGE> 17
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
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
17
<PAGE> 18
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 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
18
<PAGE> 19
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. 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 assigned by any "nationally
recognized statistical rating organization" (as defined for purposes of Rule
436(g)
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<PAGE> 20
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.
20
<PAGE> 21
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 Smith Barney Inc.
By:
------------------------------
Title:
------------------------
Banc One Capital Markets, Inc.
By:
------------------------------
Title:
------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By:
------------------------------
Title:
------------------------
PaineWebber Incorporated
By:
------------------------------
Title:
------------------------
The Williams Capital Group, L.P.
By:
------------------------------
Title:
------------------------
21
<PAGE> 22
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 .700%
From 20 years up to and including 30 years .750%
</TABLE>
Address for Notice to You:
Notices to Salomon Smith Barney 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 Banc One Capital Markets, Inc. shall be directed to it at
One First National Plaza, Suite IL1-0595, Chicago, IL 60670, attention of
Corporate Securities Structuring, telecopy number 312-732-4172.
Notices to Merrill Lynch, Pierce, Fenner & Smith Incorporated shall
be directed to it at 250 Vesey Street, 15th Floor, New York, New York 10281,
attention of Transaction Management Group, telecopy number 212-449-7476.
Notices to PaineWebber Incorporated shall be directed to it at 1285
Avenue of the Americas, New York, New York 10019, attention of Corporate Bond
Department, telecopy number 212-969-7602.
Notices to The Williams Capital Group, L.P. shall be directed to it
at 650 Fifth Avenue, 10th Floor, New York, New York 10019, attention of Sharon
Jorgensen, telecopy number 212-830-4545.
<PAGE> 23
EXHIBIT A
Washington Gas Light Company
Medium-Term Notes, Series E
Administrative Procedures
Medium-Term Notes, Series E (the "Notes"), are to be offered on a
continuing basis by Washington Gas Light Company (the "Company"). Salomon Smith
Barney Inc., Banc One Capital Markets, Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, PaineWebber Incorporated and The Williams Capital Group,
L.P., 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 June 23, 1999 (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 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, its Treasurer or its Controller.
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.
A-1
<PAGE> 24
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 August 17, 1989 (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 $225,000,000
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, Interest Determination
Dates, Interest Payment Period, Spread or Spread
Multiplier, if any, Minimum Interest Rate, 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 Numbers: The Company has arranged with the 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
A-2
<PAGE> 25
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 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
A-3
<PAGE> 26
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 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 $225,000,000.
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.
A-4
<PAGE> 27
Record Dates. The record date with respect to any
Interest Payment Date for a 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 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.
A-5
<PAGE> 28
Payments of Principal Payment of Interest Only. Promptly after each
and Interest: Regular Record Date, the 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 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
A-6
<PAGE> 29
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 12:00 P.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) 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
A-7
<PAGE> 30
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 third 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.
Settlement Procedures: Settlement Procedures with regard to 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, Interest 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
A-8
<PAGE> 31
assigned to such Book-Entry Note. The Company
will notify 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
$225,000,000 (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 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
A-9
<PAGE> 32
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 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 Texas, N.A. (for credit to
Washington Gas Light Company, Account No.
3750019597, ABA#111000012) 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
A-10
<PAGE> 33
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 Procedures For orders of Book-Entry Notes solicited by an
Timetable: Agent, as agent 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:
<TABLE>
<CAPTION>
Settlement
Procedure Time
--------- ----
<S> <C>
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
</TABLE>
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 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". 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 Reports: Monthly, the Indenture Trustee will 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
A-11
<PAGE> 34
advised the Indenture Trustee but which have not yet
been settled.
Failure to Settle: If BNY or the Agent fails to 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
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.
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<PAGE> 35
Notwithstanding the foregoing, upon any failure to
settle with respect to a Book-Entry Note, DTC may
take any actions in 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 Public: Each Certificated Note will be issued 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 that 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 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.
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<PAGE> 36
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
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.
Principal and Interest: Payments of Interest will be payable to the person
in whose name a Certificated Note is registered at
the close of business on the 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
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<PAGE> 37
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 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 third 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 Procedures: For each offer to purchase a Certificated 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").
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<PAGE> 38
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, Interest Determination
Dates, Interest Payment Period, Spread or
Spread Multiplier (if any), Minimum 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,
A-16
<PAGE> 39
including the information provided by the Presenting
Agent necessary for the preparation and
authentication of such Note.
Note Deliveries and Upon receipt of appropriate documentation and
Cash Payment: 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:
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.
A-17
<PAGE> 40
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.
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 to Settle: If the Presenting Agent, at its own 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 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
A-18
<PAGE> 41
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 Interest: Fixed Rate Notes. 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, 1998 to February 15, 1999 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, 1998 to February 15, 1999 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 Rate, interest will be calculated on the
basis of the actual number of days in the year.
Procedure for Rate The Company and the Agents will discuss from time to
Setting and Posting: time the 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.
A-19
<PAGE> 42
Acceptance of Offers: If the Company posts prices and rates 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.
Each Agent may, in its discretion reasonably
exercised, reject any offer to purchase Notes
received by it in whole or in part.
Preparation of Pricing If any offer to purchase a Note is accepted by the
Supplement: Company, the Company, 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.
Outdated Pricing Supplements (other than those
retained for files) will be destroyed.
Procedures for Rate When the Company has determined to change the
Changes: 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
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<PAGE> 43
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 suspend at
Solicitation; Amendment any time, for any period of time or permanently, the
or Supplement of solicitation 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.
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.
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<PAGE> 44
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 to Risk Nothing herein shall be deemed to require the
Funds: 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 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 of The Company will cause the Indenture Trustee to
Signatures: 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 Expenses: Each Agent shall forward to the 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 Prospectus: A copy of the Prospectus 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
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 and Pricing Supplement as herein
described with respect to each Note sold by it.
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<PAGE> 45
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 June 23, 1999 among
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, PaineWebber Incorporated and The Williams
Capital Group, L.P., and Washington Gas Light Company (the "Company"), the
undersigned agrees to purchase the following principal amount of the Company's
Medium-Term Notes, Series E (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
B-1
<PAGE> 46
Method of Payment:
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:
B-2
