SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONSOLIDATED NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 13-0596475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CNG Tower, Pittsburgh, Pennsylvania 15222-3199
(Address of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(b) OF THE ACT
Title of each class Name of each exchange on which
to be registered each class is to be registered
7-3/8% Debentures New York Stock Exchange
Due April 1, 2005
If this Form relates to the registration of a class
of debt securities and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following box.
[X]
If this Form relates to the registration of a class
of debt securities and is to become effective simultaneously
with the effectiveness of a concurrent registration statement
under the Securities Act of 1933 pursuant to General Instruc-
tion A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO
SECTION 12(g) OF THE ACT
None
(Title of class)
None
(Title of class)
<PAGE>
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Item 1. Description of Registrant's Securities to be
Registered.
The title of the securities registered hereby is
7-3/8% Debentures Due April 1, 2005. The description
of such securities is hereby incorporated by refer-
ence to the material set forth under the captions (i)
"Supplemental Description of the New Debentures" in
the Prospectus Supplement dated April 12, 1995 ("Pro-
spectus Supplement") to the Prospectus dated March
14, 1995 ("Prospectus") and (ii) "Certain Terms and
Descriptions of Debt Securities and Indenture" in the
Prospectus which constitutes a part of the Registra-
tion Statement on Form S-3, File Nos. 33-49469 and
33-52585, filed under the Securities Act of 1933, as
amended (the "Act"). The Prospectus and Prospectus
Supplement were filed with the Commission via EDGAR
pursuant to Rule 424(b) under the Act on April 12,
1995 and are hereby incorporated by reference.
Item 2. Exhibits.
1. Indenture, dated as of April 1, 1995, between
the Registrant and United States Trust Company
of New York, as Trustee.
2. Securities Resolution No. 1 of the Registrant,
dated as of April 12, 1995, which establishes
the terms of the Debentures.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
By: /s/ Lester D. Johnson
--------------------------------
Vice Chairman and
Chief Financial Officer
Dated: April 20, 1995
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
1 Indenture, dated as of April 1, 1995,
between the Registrant and United States
Trust Company of New York, as Trustee.
2 Securities Resolution No. 1 of the Regis-
trant, dated as of April 12, 1995, which
establishes the terms of the Debentures.
_________________________________________________________________
CONSOLIDATED NATURAL GAS COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
___________________________________
INDENTURE
Dated as of April 1, 1995
_____________
DEBT SECURITIES
_________________________________________________________________
<PAGE>
PARTIAL CROSS-REFERENCE TABLE
Indenture Section TIA Section
2.05 . . . . . . . . . . . . . . . . 317(b)
2.06 . . . . . . . . . . . . . . . . 312(a), 313(c)
2.11 . . . . . . . . . . . . . . . . 316(a) (last
sentence)
4.07 . . . . . . . . . . . . . . . . 314(a)(4)
4.08 . . . . . . . . . . . . . . . . 314(a)(1)
6.03 . . . . . . . . . . . . . . . . 317(a)(1)
6.04 . . . . . . . . . . . . . . . . 316(a)(1)(B)
6.05 . . . . . . . . . . . . . . . . 316(a)(1)(A)
6.07 . . . . . . . . . . . . . . . . 317(a)(1)
7.04 . . . . . . . . . . . . . . . . 315(b)
7.05 . . . . . . . . . . . . . . . . 313(a)
7.05 . . . . . . . . . . . . . . . . 313(d)
7.07 . . . . . . . . . . . . . . . . 310(a), 310(b)
7.09 . . . . . . . . . . . . . . . . 310(a)(2)
7.10 . . . . . . . . . . . . . . . . 310(b)(1)
8.02 . . . . . . . . . . . . . . . . 310(a), 310(b)
9.04 . . . . . . . . . . . . . . . . 316(c)
10.01 . . . . . . . . . . . . . . . . 318(a)
10.02 . . . . . . . . . . . . . . . . 313(c)
10.03 . . . . . . . . . . . . . . . . 314(c)(1),
314(c)(2)
10.04 . . . . . . . . . . . . . . . . 314(e)
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<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions . . . . . . . . . . . . . 1
1.02 Other Definitions . . . . . . . . . 3
1.03 Rules of Construction . . . . . . . 4
2 THE SECURITIES
2.01 Issuable in Series . . . . . . . . . 4
2.02 Execution and Authentication . . . . 6
2.03 Securities Agents . . . . . . . . . 7
2.04 Bearer Securities . . . . . . . . . 7
2.05 Paying Agent to Hold Money in Trust 8
2.06 Securityholder Lists . . . . . . . . 8
2.07 Transfer and Exchange . . . . . . . 9
2.08 Replacement Securities . . . . . . . 9
2.09 Outstanding Securities . . . . . . . 10
2.10 Discounted Securities . . . . . . . 10
2.11 Treasury Securities . . . . . . . . 10
2.12 Global Securities . . . . . . . . . 10
2.13 Temporary Securities . . . . . . . . 11
2.14 Cancellation . . . . . . . . . . . . 11
2.15 Defaulted Interest . . . . . . . . . 12
3 REDEMPTION
3.01 Notices to Trustee . . . . . . . . . 12
3.02 Selection of Securities to Be Redeemed 12
3.03 Notice of Redemption . . . . . . . . 13
3.04 Effect of Notice of Redemption . . . 14
3.05 Payment of Redemption Price . . . . 14
3.06 Securities Redeemed in Part . . . . 15
4 COVENANTS
4.01 Certain Definitions . . . . . . . . 15
4.02 Payment of Securities . . . . . . . 19
4.03 Overdue Interest . . . . . . . . . . 19
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Article Section Heading Page
4.04 Limitation on Liens . . . . . . . . 20
4.05 Limitation on Sale and Leaseback . . 21
4.06 No Lien Created, etc. . . . . . . . 22
4.07 Compliance Certificate . . . . . . . 22
4.08 SEC Reports . . . . . . . . . . . . 23
5 SUCCESSORS
5.01 When Company May Merge, etc. . . . . 23
6 DEFAULTS AND REMEDIES
6.01 Events of Default . . . . . . . . . 24
6.02 Acceleration . . . . . . . . . . . . 25
6.03 Other Remedies . . . . . . . . . . . 26
6.04 Waiver of Past Defaults . . . . . . 26
6.05 Control by Majority . . . . . . . . 26
6.06 Limitation on Suits . . . . . . . . 26
6.07 Collection Suit by Trustee . . . . . 27
6.08 Priorities . . . . . . . . . . . . . 27
7 TRUSTEE
7.01 Rights of Trustee . . . . . . . . . 28
7.02 Individual Rights of Trustee . . . . 29
7.03 Trustee's Disclaimer . . . . . . . . 29
7.04 Notice of Defaults . . . . . . . . . 29
7.05 Reports by Trustee to Holders . . . 29
7.06 Compensation and Indemnity . . . . . 29
7.07 Replacement of Trustee . . . . . . . 30
7.08 Successor Trustee by Merger, etc. . 31
7.09 Trustee's Capital and Surplus . . . 32
8 DISCHARGE OF INDENTURE
8.01 Defeasance . . . . . . . . . . . . . 32
8.02 Conditions to Defeasance . . . . . . 32
8.03 Application of Trust Money . . . . . 33
8.04 Repayment to Company . . . . . . . . 33
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Article Section Heading Page
9 AMENDMENTS
9.01 Without Consent of Holders . . . . . 34
9.02 With Consent of Holders . . . . . . 34
9.03 Compliance with Trust Indenture Act 35
9.04 Effect of Consents . . . . . . . . . 35
9.05 Notation on or Exchange of Securities 36
9.06 Trustee Protected . . . . . . . . . 36
10 MISCELLANEOUS
10.01 Trust Indenture Act . . . . . . . . 36
10.02 Notices . . . . . . . . . . . . . . 36
10.03 Certificate and Opinion as to Conditions
Precedent . . . . . . . . . . . . 37
10.04 Statements Required in Certificate or
Opinion . . . . . . . . . . . . . 38
10.05 Rules by Company and Agents . . . . 38
10.06 Legal Holidays . . . . . . . . . . . 38
10.07 No Recourse Against Others . . . . . 39
10.08 Duplicate Originals . . . . . . . . 39
10.09 Governing Law . . . . . . . . . . . 39
SIGNATURES . . . . . . . . . . . . . . . . . 40
Exhibit A: A Form of Registered
Security . . . . . . . . . . . . 41
Exhibit B: A Form of Bearer Security . . . . 47
Notes to Exhibits A and B . . . . . . . . . . 54
Exhibit C: A Form of Assignment . . . . . . 55
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<PAGE>
INDENTURE dated as of April 1, 1995 between CONSOLIDATED NATURAL GAS
COMPANY, a Delaware corporation ("Company"), and UNITED STATES TRUST COMPANY
OF NEW YORK, a New York corporation, as trustee ("Trustee").
Each party agrees as follows for the benefit of the Holders of the
Company's debt securities issued under this Indenture:
ARTICLE 1 -- DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.
"Agent" means any Registrar, Transfer Agent or Paying Agent.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an official language of
the country of publication;
(2) customarily published on each business day in the place of
publication; and
(3) of general circulation in the relevant place or in the finan-
cial community of such place.
Whenever successive publications in an Authorized Newspaper are required,
they may be made on the same or different business days and in the same or
different Authorized Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" means the Board of Directors of the Company or any authorized
committee of the Board.
"Company" means the party named as such above until a successor replaces
it and thereafter means the successor.
"coupon" means an interest coupon for a Bearer Security.
<PAGE>
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.
"Discounted Security" means a Security where the amount of principal due
upon acceleration is less than the stated principal amount.
"Holder" or "Securityholder" means the person in whose name a Registered
Security is registered and the bearer of a Bearer Security or coupon.
"Indenture" means this Indenture and any Securities Resolution as
amended from time to time.
"Officer" means the Chairman, any Vice-Chairman, the President, any
Executive Vice-President, any Senior Vice-President, any Vice-President, the
Treasurer, the Secretary, the Controller, any Assistant Treasurer, any
Assistant Secretary or any Assistant Controller of the Company.
"Officers' Certificate" means a certificate signed by any one or more
Officers.
"Opinion of Counsel" means a written opinion, complying with
Sections 10.03 and 10.04 hereof, from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of or counsel to the Company or the
Trustee.
"principal" of a debt security means the principal of the security plus
the premium, if and when applicable, on the security.
"Registered Security" means a Security registered as to principal and
interest by the Registrar.
"SEC" means the Securities and Exchange Commission.
"Securities" means the debt securities issued under this Indenture.
"Securities Resolution" means a resolution establishing a series of
Securities adopted by the Board or by an Officer or committee of Officers
pursuant to Board delegation or a supplemental indenture establishing such
series of Securities executed by an authorized Officer.
"series" means a series of Securities or the Securities of the series.
2
<PAGE>
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990,
as in effect on the date shown above.
"Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor.
"Trust Officer" means any officer within the Corporate Trust Agency
Group (or any successor group) of the Trustee, including without limitation
any Vice President, any Assistant Vice President, any Assistant Secretary or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers, who shall, in any
case, be responsible for the administration of this document or have famil-
iarity with it, and also means, with respect to particular corporate trust
matters, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"United States" means the United States of America, its territories and
possessions and other areas subject to its jurisdiction.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Attributable Debt" 4.01
"Bankruptcy Law" 6.01
"Conditional Redemption" 3.04
"Consolidated Net Tangible
Assets" 4.01
"Custodian" 6.01
"Debt" 4.01
"Event of Default" 6.01
"Legal Holiday" 10.06
"Lien" 4.01
"Long-Term Debt" 4.01
"Paying Agent" 2.03
"Permitted Lien" 4.01
"Principal Property" 4.01
"Registrar" 2.03
"Restricted Subsidiary" 4.01
"Sale-Leaseback Transaction" 4.01
"Subsidiary" 4.01
"Transfer Agent" 2.03
3
<PAGE>
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
"Voting Stock" 4.01
"Wholly Owned Subsidiary" 4.01
"Yield to Maturity" 4.01
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted account-
ing principles in the United States;
(3) generally accepted accounting principles are those applicable
from time to time;
(4) all terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC
rule under the TIA have the meanings assigned to them by such
definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in the plural
include the singular.
ARTICLE 2 -- THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may be issued under
this Indenture is unlimited. The Securities may be issued from time to time
in one or more series. Each series shall be created by a Securities Resolu-
tion that establishes the terms of the series, which may include the follow-
ing:
(1) the title of the series;
4
<PAGE>
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of calculating the inter-
est rate;
(4) the date from which interest will accrue;
(5) the record dates for interest payable on Registered Securi-
ties;
(6) the dates when principal and interest are payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemption by the
Company;
(11) the terms of any redemption at the option of Holders;
(12) the denominations in which Securities are issuable;
(13) whether Securities will be issuable as Registered Securities
or Bearer Securities;
(14) whether and upon what terms Registered Securities and Bearer
Securities may be exchanged;
(15) whether any Securities will be represented by a Security in
global form and the terms of any global Security;
(16) the terms of any tax indemnity;
(17) the currencies (including any composite currency) in which
principal or interest may be paid and if payments of principal
or interest may be made in a currency other than that in which
Securities are denominated, the manner for determining such
payments;
(18) if amounts of principal or interest may be determined by
reference to an index, formula or other method, the manner for
determining such amounts;
5
<PAGE>
(19) provisions for electronic issuance of Securities or for Secu-
rities in uncertificated form;
(20) the portion of principal payable upon acceleration of a Dis-
counted Security;
(21) any Events of Default or covenants in addition to or in lieu
of those set forth in this Indenture;
(22) whether and upon what terms Securities may be defeased;
(23) the forms of the Securities or any coupon, which may be in the
form of Exhibit A or B;
(24) any terms that may be required by or advisable under U.S. or
other applicable laws; and
(25) any other terms not inconsistent with this Indenture.
All Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of addi-
tional Securities of such series.
The creation and issuance of a series and the authentication and
delivery thereof are not subject to any conditions precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities by manual or facsimile signature.
The Company's seal shall be reproduced on the Securities, which seal may be
affixed or in facsimile form. An Officer shall sign any coupons by facsimile
signature.
If an Officer whose signature is on a Security or its coupons no longer
holds that office at the time the Security is authenticated or delivered, the
Security and coupons shall nevertheless be valid.
A Security and its coupons shall not be valid until the Security is
authenticated by the manual signature of the Registrar. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.
6
<PAGE>
Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated the date of its authentication or as
provided in the Securities Resolution.
Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreement or usage, which shall be provided to the
Trustee in writing by the Company.
In the event Securities are issued in electronic or other uncertificated
form, such Securities may be validly issued without the signatures or seal
contemplated by this Section 2.02.
SECTION 2.03. Securities Agents.
The Company shall maintain an office or agency where Securities may be
authenticated ("Registrar"), where Securities may be presented for registra-
tion of transfer or for exchange ("Transfer Agent") and where Securities may
be presented for payment ("Paying Agent"). Whenever the Company must issue
or deliver Securities pursuant to this Indenture, the Registrar shall
authenticate the Securities at the Company's request. The Transfer Agent
shall keep a register of the Securities and of their transfer and exchange.
The Company may appoint more than one Registrar, Transfer Agent or
Paying Agent for a series. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company fails
to maintain a Registrar, Transfer Agent or Paying Agent for a series, the
Trustee shall act as such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or exchanges of and
payments on Bearer Securities. Therefore, except as provided below:
(1) Bearer Securities will be offered, sold and delivered only
outside the United States and will be delivered only upon
presentation of a certificate in a form prescribed by the
Company to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange for Regis-
tered Securities.
7
<PAGE>
(3) All payments of principal and interest (including original
issue discount) on Bearer Securities will be made outside the
United States by a Paying Agent located outside the United
States unless the Company determines that:
(A) such payments may not be made by such Paying Agent be-
cause the payments are illegal or prevented by exchange
controls as described in Treasury Regulation Section
1.163-5(c)(2)(v); and
(B) making the payments in the United States would not have
an adverse tax effect on the Company.
If there is a change in the relevant provisions of U.S. laws or Treasury
Regulations or the judicial or administrative interpretation thereof, a
restriction set forth in paragraph (1), (2) or (3) above will not apply to a
series if the Company determines that the relevant provisions no longer apply
to the series or that failure to comply with the relevant provisions would
not have an adverse tax effect on the Company or on Securityholders or cause
the series to be treated as "registration-required" obligations under U.S.
law.
The Company shall notify the Trustee in writing of any determinations by
the Company under this Section.
"Treasury Regulations" means regulations of the U.S. Treasury Department
under the Internal Revenue Code of 1986, as amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a series other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the persons entitled thereto all money held by the Paying Agent
for the payment of principal of or interest on the series, and will notify
the Trustee in writing of any default by the Company in making any such
payment.
While any such default continues, the Trustee may require a Paying Agent
to pay all money so held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent shall have no further liability
for the money.
If the Company or an Affiliate acts as Paying Agent for a series, it
shall segregate and hold as a separate trust fund all money held by it as
Paying Agent for the series.
8<PAGE>
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses
of Securityholders. If the Trustee is not the Transfer Agent, the Company
shall furnish to the Trustee semiannually and at such other times as the
Trustee may request a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of Registered
Securities and Holders of Bearer Securities whose names are on the list
referred to below.
The Transfer Agent shall keep a list of the names and addresses of
Holders of Bearer Securities who file a request to be included on such list.
A request will remain in effect for two years but successive requests may be
made.
Whenever the Company or the Trustee is required to mail a notice to all
Holders of Registered Securities of a series, it also shall mail the notice
to Holders of Bearer Securities of the series whose names are on a list, if
any.
Whenever the Company is required to publish a notice to all Holders of
Bearer Securities of a series, it also shall mail the notice to such of them
whose names are on a list, if any.
SECTION 2.07. Transfer and Exchange.
Where Registered Securities of a series are presented to the Transfer
Agent with a request to register a transfer or to exchange them for an equal
principal amount of Registered Securities of other denominations of the
series, the Transfer Agent shall register the transfer or make the exchange
if its requirements for such transactions are met.
The Transfer Agent may require a Holder to pay a sum sufficient to cover
any taxes imposed on a transfer or exchange.
If a series provides for Registered and Bearer Securities and for their
exchange, Bearer Securities may be exchanged for Registered Securities and
Registered Securities may be exchanged for Bearer Securities as provided in
the Securities or the Securities Resolution establishing the series if the
requirements of the Transfer Agent for such transactions are met and if
Section 2.04 permits the exchange.
9<PAGE>
SECTION 2.08. Replacement Securities.
If the Holder of a Security or coupon claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the Company
or the Trustee that the Security or coupon has been acquired by a bona fide
purchaser, the Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:
(1) evidence satisfactory to them of the loss, destruction or
taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their expenses and any
taxes for replacing the Security or coupon.
A replacement Security shall have coupons attached corresponding to
those, if any, on the replaced Security.
Every replacement Security or coupon is an additional obligation of the
Company.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the Securities authenti-
cated by the Registrar except for those cancelled by it, those delivered to
it for cancellation, and those described in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.
If Securities are considered paid under Section 4.02, they cease to be
outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, the principal
amount of a Discounted Security shall be the amount of principal that would
be due as of the date of such determination if payment of the Security were
accelerated on that date.
10<PAGE>
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities
owned by the Company or an Affiliate shall be disregarded, except that for
the purposes of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities for which the
Trustee has received an Officers' Certificate stating that such Securities
are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Securities Resolution establishing a series so provides, the
Company may issue some or all of the Securities of the series in temporary or
permanent global form. A global Security may be in registered form, in
bearer form with or without coupons or in uncertificated form. A global
Security shall represent that amount of Securities of a series as specified
in the global Security or as endorsed thereon from time to time. At the
Company's request, the Registrar shall endorse a global Security to reflect
the amount of any increase or decrease in the Securities represented thereby.
The Company may issue a global Security only to a depository designated
by the Company. A depository may transfer a global Security only as a whole
to its nominee or to a successor depository.
The Securities Resolution may establish, among other things, the manner
of paying principal and interest on a global Security and whether and upon
what terms a beneficial owner of an interest in a global Security may
exchange such interest for definitive Securities.
The Company, an Affiliate, the Trustee and any Agent shall not be
responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.
SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for delivery, the
Company may use temporary Securities. Temporary Securities shall be substan-
tially in the form of definitive Securities but may have variations that the
Company considers appropriate for temporary Securities. Temporary Securities
may be in global form. Temporary Bearer Securities may have one or more
coupons or no coupons. Without unreasonable delay, the Company shall deliver
definitive Securities in exchange for temporary Securities.
11<PAGE>
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the Registrar for
cancellation. The Transfer Agent and the Paying Agent shall forward to the
Registrar any Securities and coupons surrendered to them for payment,
exchange or registration of transfer. The Registrar shall cancel all
Securities or coupons surrendered for payment, registration of transfer,
exchange or cancellation as follows: the Registrar will cancel all Regis-
tered Securities and matured coupons. The Registrar also will cancel all
Bearer Securities and unmatured coupons unless the Company requests the
Registrar to hold the same for redelivery. Any Bearer Securities so held
shall be considered delivered for cancellation under Section 2.09. The
Registrar shall destroy cancelled Securities and coupons and deliver a
certificate of cancellation thereof to the Company unless the Company
otherwise directs.
Unless the Securities Resolution establishing a series otherwise
provides, the Company may not issue new Securities to replace Securities that
the Company has paid or that the Company has delivered to the Registrar for
cancellation.
SECTION 2.15. Defaulted Interest
If the Company defaults in a payment of interest on Registered Securi-
ties, it need not pay the defaulted interest to Holders on the regular record
date. The Company may fix a special record date for determining Holders
entitled to receive defaulted interest or the Company may pay defaulted
interest in any other lawful manner.
ARTICLE 3 -- REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before maturity shall be
redeemable in accordance with their terms and, unless the Securities Resolu-
tion establishing the series otherwise provides, in accordance with this
Article.
In the case of a redemption by the Company, the Company shall notify the
Trustee of the redemption date and the principal amount of Securities to be
redeemed. The Company shall notify the Trustee at least 45 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.
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If the Company is required to redeem Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent it is
permitted a credit by the terms of the Securities and it notifies the Trustee
of the amount of the credit and the basis for it. If the reduction is based
on a credit for acquired or redeemed Securities that the Company has not
previously delivered to the Registrar for cancellation, the Company shall
deliver the Securities at the same time as the notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be redeemed, the
Trustee shall select the Securities to be redeemed pro rata or by any other
method the Trustee considers fair and appropriate, unless the Company
otherwise directs in writing. The Trustee shall make the selection from
Securities of the series outstanding not previously called for redemption.
The Trustee may select for redemption portions of the principal of Securities
having denominations larger than the minimum denomination for the series.
Securities and portions thereof selected for redemption shall be in amounts
equal to the minimum denomination for the series or an integral multiple
thereof. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.
SECTION 3.03. Notice of Redemption.
At least 20 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder
of Registered Securities whose Securities are to be redeemed.
If Bearer Securities are to be redeemed, the Company shall publish a
notice of redemption in an Authorized Newspaper as provided in the Securi-
ties.
A notice shall identify the Securities of the series to be redeemed and
shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together with all
coupons, if any, maturing after the redemption date, must be
surrendered to the Paying Agent to collect the redemption
price;
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(5) that interest on Securities called for redemption ceases to
accrue on and after the redemption date;
(6) whether the redemption by the Company is mandatory or option-
al; and
(7) whether the redemption is conditional as provided in
Section 3.04, the terms of the condition, and that, if the
condition is not satisfied or is not waived by the Company,
the Securities will not be redeemed and such a failure to
redeem will not constitute an Event of Default.
A redemption notice given by publication need not identify Registered
Securities to be redeemed.
At the Company's request, the Trustee shall give the notice of redemp-
tion in the Company's name and at its expense.
SECTION 3.04. Effect of Notice of Redemption.
Except as provided below, once notice of redemption is given, Securities
called for redemption become due and payable on the redemption date at the
redemption price stated in the notice.
A notice of redemption may provide that it is subject to the occurrence
of any event before the date fixed for such redemption as described in such
notice ("Conditional Redemption") and such notice of Conditional Redemption
shall be of no effect unless all such conditions to the redemption have
occurred before such date or have been waived by the Company.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.
When the Holder of a Security surrenders it for redemption in accordance
with the redemption notice, the Company shall pay to the Holder on the
redemption date the redemption price and accrued interest to such date,
except that:
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(1) the Company will pay any such interest (except defaulted
interest) to Holders on the record date of Registered Securi-
ties if the redemption date occurs on an interest payment
date; and
(2) the Company will pay any such interest to Holders of coupons
that mature on or before the redemption date upon surrender of
such coupons to the Paying Agent.
Coupons maturing after the redemption date on a called Security are void
absent a payment default on that date. Nevertheless, if a Holder surrenders
for redemption a Bearer Security missing any such coupons, the Company may
deduct the face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the missing coupons, the
Company will return the amount so deducted. The Company also may waive
surrender of the missing coupons if it receives an indemnity bond satisfacto-
ry to the Company.
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company shall
deliver to the Holder a new Security of the same series equal in principal
amount to the unredeemed portion of the Security surrendered.
ARTICLE 4 -- COVENANTS
SECTION 4.01. Certain Definitions.
"Attributable Debt" for a lease means, as of the date of determination,
the present value of net rent for the remaining term of the lease. Rent
shall be discounted to present value at a discount rate that is compounded
semiannually. The discount rate shall be 10% per annum or, if the Company
elects, the discount rate shall be equal to the weighted average Yield to
Maturity of the Securities. Such average shall be weighted by the principal
amount of the Securities of each series or, in the case of Discounted
Securities, the amount of principal that would be due as of the date of
determination if payment of the Securities were accelerated on that date.
Rent is the lesser of (a) rent for the remaining term of the lease
assuming it is not terminated or (b) rent from the date of determination
until the first possible termination date plus the termination payment then
due, if any. The remaining term of a lease includes any period for which the
lease has been extended. Rent does not include (1) amounts due for mainte-
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nance, repairs, utilities, insurance, taxes, assessments and similar charges
or (2) contingent rent, such as that based on sales. Rent may be reduced by
the discounted present value of the rent that any sublessee must pay from the
date of determination for all or part of the same property. If the net rent
on a lease is not definitely determinable, the Company may estimate it in any
reasonable manner.
"Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding short-term Debt and payments due within one
year on Long-Term Debt) and deferred credits, (b) intangible assets, includ-
ing without limitation, goodwill, copyrights, trademarks, trade names,
patents and unamortized debt discount and expense, (c) reserves, including
reserves for estimated rate refunds pending the outcome of a rate proceeding
to the extent such refunds have not been finally determined, but excluding
reserves for deferred differences, (d) advances to finance oil and natural
gas exploration and development to the extent that the Debt related thereto
is excluded from Long-Term Debt, (e) an amount equal to the amount excluded
from Long-Term Debt representing "production payment" financing of oil or
natural gas exploration and development by the Company or its consolidated
Subsidiaries, and (f) minority interests in common stocks and surplus in
subsidiaries, in each case as reflected in the Company's most recent consoli-
dated balance sheet preceding the date of a determination under Section
4.04(11).
"Debt" means any debt for borrowed money or any guarantee of such a
debt; provided, however, Debt shall not include Debt of a partnership of
which a Subsidiary is a general partner and such Debt shall not include Debt
which is nonrecourse to the Company or a Subsidiary except, in each case, to
the extent of the investment in such Subsidiary by the Company or a Subsid-
iary and any guarantee of Debt of the Company or such Subsidiary by the
Company or a Subsidiary.
"Lien" means any mortgage, pledge, security interest or lien.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may
extend or renew without the obligee's consent to a date more than 12 months
after the date the Debt was created; provided, however, Long-Term Debt shall
not include any of the foregoing to the extent such Debt is not required by
generally accepted accounting principles to be shown on the balance sheet of
the obligor; and, provided further, that Long-Term Debt shall not include
Debt of the Company or any of its Subsidiaries incurred to finance outstand-
ing advances to others to finance oil or natural gas exploration and develop-
ment to the extent that the latter are not in default in their obligations to
the Company or such Subsidiary, nor shall such term include Debt of the
Company or any of its Subsidiaries incurred to finance oil or natural gas
exploration and development by means commonly referred to as a "production
payment" to the extent that the Company or any of its Subsidiaries have not
guaranteed the repayment of the production payment.
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"Permitted Lien" means any of the following:
(1) Liens for taxes, assessments or governmental charges for the
then current year and taxes, assessments or governmental
charges not then delinquent; Liens for workers' compensation
awards and similar obligations not then delinquent;
mechanics', laborers', materialmen's and similar Liens not
then delinquent; and any of such Liens, whether or not delin-
quent, whose validity is at the time being contested in good
faith by the Company or any Subsidiary;
(2) Liens and charges incidental to construction or current opera-
tions which have not at the time been filed or asserted or the
payment of which has been adequately secured or which, in the
opinion of counsel, are not material in amount;
(3) Liens, securing obligations neither assumed by the Company or
any Subsidiary not on account of which any of them customarily
pays interest directly or indirectly, existing, either at the
date hereof, or, as to property hereafter acquired, at the
time of acquisition by the Company or a Subsidiary;
(4) Any right which any municipal or governmental body or agency
may have by virtue of any franchise, license, contract or
statute to purchase, or designate a purchaser of or order the
sale of, any property of the Company or any Subsidiary upon
payment of reasonable compensation therefor, or to terminate
any franchise, license or other rights or to regulate the
property and business of the Company or any Subsidiary;
(5) The Lien of judgments covered by insurance, or upon appeal and
covered, if necessary, by the filing of an appeal bond, or if
not so covered not exceeding at any one time $1,000,000 in
aggregate amount.
(6) Easements or reservations in respect of any property of the
Company or any Subsidiary for the purpose of roads, pipelines,
utility transmission and distribution lines or other rights-
of-way and similar purposes, zoning ordinance, regulations,
reservations, restrictions, covenants, party wall agreements,
conditions of record and other encumbrances (other than to
secure the payment of money), none of which in the opinion of
counsel are such as to interfere with the proper operation and
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development of the property affected thereby in the business
of the Company and its Subsidiaries for the use intended;
(7) Any Lien or encumbrance, moneys sufficient for the discharge
of which have been deposited in trust with the Trustee hereun-
der or with the trustee or mortgagee under the instrument
evidencing such Lien or encumbrance, with irrevocable authori-
ty to the Trustee hereunder or to such other trustee or mort-
gagee to apply such moneys to the discharge of such Lien or
encumbrance to the extent required for such purpose;
(8) Any defects of title and any terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided
in deeds or other instruments, respectively, under and by
virtue of which the Company or any Subsidiary has acquired any
property or shall hereafter acquire any property, none of
which, in the opinion of counsel, materially adversely affects
the operation of the properties of the Company and its Subsid-
iaries, taken as a whole;
(9) The pledge of cash or marketable securities for the purpose of
obtaining any indemnity, performance or other similar bonds in
the ordinary course of business, or as security for the pay-
ment of taxes or other assessments being contested in good
faith, or for the purpose of obtaining a stay or discharge in
the course of any legal proceedings;
(10) The pledge or assignment in the ordinary course of business of
gas inventory, accounts receivable or customers' installment
paper;
(11) Rights reserved to or vested in others to take or receive any
part of the gas, by-products of gas or steam generated or
produced by or from any properties of the Company or with
respect to any other rights concerning gas supply, transporta-
tion, or storage which are in use in the ordinary course of
the natural gas business;
(12) Any landlord's Lien;
(13) Liens created or assumed by the Company or a Subsidiary in
connection with the issuance of debt securities, the interest
on which is excludable from the gross income of the holders of
such securities pursuant to Section 103 of the Internal Reve-
nue Code of 1986, or any successor section, for purpose of
financing, in whole or in part, the acquisition or construc-
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tion of property to be used by the Company or a Subsidiary,
but such Liens shall be limited to the property so financed
(and the real estate on which such property is to be located);
(14) Liens incurred pursuant to Section 7.06;
(15) Liens affixing to property of the Company or a Subsidiary at
the time a person consolidates with or merges into, or trans-
fers all or substantially all of its assets to, the Company or
a Subsidiary, provided that in the opinion of the Board or
Company management (evidenced by a certified Board resolution
or an Officers' Certificate delivered to the Trustee) the
property acquired pursuant to the consolidation, merger or
asset transfer is adequate security for the Lien.
"Principal Property" means any property or asset used in connection with
or relating to the transmission, distribution, exploration or production of
natural gas whether now or hereafter owned, located in the United States
(excluding territories and possessions) the net depreciated book value of
which on the date as of which the determination is being made exceeds 3% of
the Consolidated Net Tangible Assets of the Company, except any such property
or asset that in the opinion of the Board or Company management (evidenced by
a certified Board resolution or an Officers' Certificate delivered to the
Trustee) is not of material importance to the total business conducted by the
Company and its consolidated Subsidiaries.
"Restricted Subsidiary" means a Wholly Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories and possessions) and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant to which the
Company or a Restricted Subsidiary now owns or hereafter acquires a Principal
Property, transfers it to a person, and leases it back from the person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.
"Wholly Owned Subsidiary" means a corporation engaged in the business of
the transmission, distribution, exploration or production of natural gas all
of whose Voting Stock is owned by the Company or a Wholly Owned Subsidiary,
the accounts of which are consolidated with those of the Company in its
consolidated financial statements.
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"Yield to Maturity" means the yield to maturity on a Security at the
time of its issuance or at the most recent determination of interest on the
Security.
SECTION 4.02. Payment of Securities.
The Company shall pay the principal of and interest on a series in
accordance with the terms of the Securities for the series, any related
coupons, and this Indenture. On each payment date, the Company shall have
deposited with the Paying Agent in funds which are then immediately available
money sufficient to pay all principal and interest then due on the series.
Principal and interest on a series shall be considered paid on the date due
if the Paying Agent for the series holds on that date money sufficient to pay
all principal and interest then due on the series.
SECTION 4.03. Overdue Interest.
Unless the Securities Resolution establishing a series otherwise
provides, the Company shall pay interest on overdue principal of a Security
of the series at the rate (or Yield to Maturity in the case of a Discounted
Security) borne by the series; it shall pay interest on overdue installments
of interest at the same rate or Yield to Maturity to the extent lawful.
SECTION 4.04. Limitation on Liens.
Unless the Securities Resolution establishing a series otherwise
provides, the following provisions of this Section shall be applicable as
long as any Securities of that series are outstanding. The Company shall
not, and shall not permit any Restricted Subsidiary to, incur a Lien on
Principal Property to secure a Debt unless:
(1) the Lien equally and ratably secures the Securities and the
Debt. The Lien may equally and ratably secure the Securities
and any other obligation of the Company or a Subsidiary. The
Lien may not secure an obligation of the Company that is
subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of
property of the Company or a Restricted Subsidiary. The Lien
may not extend to any other Principal Property owned by the
Company or a Restricted Subsidiary at the time the Lien is
incurred. However, in the case of any construction or im-
provement, the Lien may extend to unimproved real property
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used for the construction or improvement. The Debt secured by
the Lien may not be incurred more than one year after the
later of the (a) acquisition, (b) completion of construction
or improvement, or (c) commencement of full operation, of the
property subject to the Lien;
(3) the Lien is on property of a corporation at the time the
corporation merges into or consolidates with the Company or a
Restricted Subsidiary;
(4) the Lien is on property at the time the Company or a Restrict-
ed Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity
and secures (a) payments pursuant to a contract or statute,
(b) the ability of the Company to maintain self-insurance
under, or participate under any State insurance fund under
legislation designed to insure employees of the Company
against injury or occupational diseases, or (c) Debt incurred
to finance all or some of the purchase price or cost of con-
struction or improvement of the property subject to the Lien;
(8) the Lien secures Debt which is payable, both with respect to
principal and interest, solely out of the proceeds of oil,
gas, coal or other minerals to be produced from the property
subject thereto and to be sold or delivered by the Company or
a Subsidiary, including any interest of the character commonly
referred to as a "production payment";
(9) the Lien is created or assumed by a Subsidiary on oil, gas,
coal or other mineral property, owned or leased by a Subsid-
iary to secure Debt of such Subsidiary for the purposes of
developing such properties, including any interest of the
character commonly referred to as a "production payment";
provided, however, that neither the Company nor any other
Subsidiary shall assume or guarantee such Debt or otherwise be
liable in respect thereto;
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(10) the Lien extends, renews or replaces in whole or in part a
Lien ("existing Lien") permitted by any of clauses (1) through
(9). The Lien may not extend beyond (a) the property subject
to the existing Lien and (b) improvements and construction on
such property. However, the Lien may extend to property that
at the time is not Principal Property. The Debt secured by
the Lien may not exceed the Debt secured at the time by the
existing Lien unless the existing Lien or a predecessor Lien
was incurred under clause (1) or (6);
(11) the Debt plus all other Debt secured by Liens on Principal
Property at the time does not exceed 10% of Consolidated Net
Tangible Assets. However, the following Debt shall be exclud-
ed from all other Debt in the determination: (a) Debt secured
by a Lien permitted by any of clauses (1) through (10) and
(12) and (b) Debt secured by a Lien incurred prior to the date
of this Indenture that would have been permitted by any of
those clauses if this Indenture had been in effect at the
time the Lien was incurred. Attributable Debt for any lease
permitted by clause (3) of Section 4.05 must be included in
the determination and treated as Debt secured by a Lien on
Principal Property not otherwise permitted by any of clauses
(1) through (10) or (12); or
(12) the Lien is a Permitted Lien.
SECTION 4.05. Limitation on Sale and Leaseback.
Unless the Securities Resolution establishing a series otherwise
provides, the following provisions of this Section shall be applicable as
long as any Securities of that series are outstanding. The Company shall
not, and shall not permit any Restricted Subsidiary to, enter into a Sale--
Leaseback Transaction with respect to any Principal Property acquired or
placed into service more than 180 days before the effective date of such
lease unless:
(1) the lease has a term of three years or less;
(2) the lease is between the Company and a Restricted Subsidiary
or between Restricted Subsidiaries;
(3) the Company or a Restricted Subsidiary under any of clauses
(2) through (11) of Section 4.04 could create a Lien on the
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property to secure Debt at least equal in amount to the At-
tributable Debt for the lease; or
(4) the Company or a Restricted Subsidiary within 180 days of the
effective date of the lease retires Long-Term Debt of the
Company or a Restricted Subsidiary at least equal in amount to
the Attributable Debt for the lease. A Debt is retired when
it is paid or cancelled. However, the Company or a Restricted
Subsidiary may not receive credit for retirement of: Debt of
the Company that is subordinated to the Securities; or Debt,
if paid in cash, that is owned by the Company or a Restricted
Subsidiary.
SECTION 4.06. No Lien Created, etc.
This Indenture and the Securities do not create a Lien, charge or
encumbrance on any property of the Company or any Subsidiary.
SECTION 4.07. Compliance Certificate.
The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, a brief certificate signed by the
principal executive officer, principal financial officer or principal
accounting officer of the Company, as to the signer's knowledge of the
Company's compliance with all conditions and covenants under this Indenture
(determined without regard to any period of grace or requirement of notice
provided herein).
Any other obligor on the Securities also shall deliver to the Trustee
such a certificate similarly signed as to its compliance with this Indenture
within 120 days after the end of each of its fiscal years.
The certificates need not comply with Section 10.04.
SECTION 4.08. SEC Reports.
The Company shall provide to the Trustee, within 15 days after the
Company is required to file the same with the SEC, copies of the annual
reports and of the information, documents, and other reports (or such
portions of the foregoing as the SEC may prescribe) which the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934.
Any other obligor on the Securities shall do likewise as to the above
items which it is required to file with the SEC pursuant to those Sections.
ARTICLE 5 -- SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
Unless the Securities Resolution establishing a series otherwise
provides, the Company shall not consolidate with or merge into, or transfer
all or substantially all of its assets to, any person unless:
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(1) the person is organized under the laws of the United States or
a State thereof;
(2) the person assumes by supplemental indenture all the obliga-
tions of the Company under this Indenture, the Securities and
any coupons;
(3) immediately after the transaction no Default exists; and
(4) if, as a result of the transaction, a Principal Property would
become subject to a Lien not permitted by Section 4.04, to the
extent applicable, the Company or such person secures the
Securities equally and ratably with or prior to all obliga-
tions secured by the Lien.
The successor shall be substituted for the Company, and thereafter all
obligations of the Company under this Indenture, the Securities and any
coupons shall terminate.
ARTICLE 6 -- DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
Unless the Securities Resolution establishing a series otherwise
provides, an "Event of Default" on the series so established occurs if:
(1) the Company defaults in any payment of interest on any Securi-
ties of the series when the same becomes due and payable and
the Default continues for a period of 60 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable
at maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of a
series as required by the Securities Resolution establishing
such series and the Default continues for a period of 60 days;
(4) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues
for 120 days after the notice specified below;
(5) the Company pursuant to or within the meaning of any Bankrupt-
cy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it
in an involuntary case,
(C) consents to the appointment of a Custodian for it or for
all or substantially all of its property, or
(D) makes a general assignment for the benefit of its credi-
tors;
(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
(B) appoints a Custodian for the Company or for all or sub-
stantially all of its property, or
(C) orders the liquidation of the Company;
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and the order or decree remains unstayed and in effect for 60
days; or
(7) any other Event of Default provided for in the series.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means
any receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
A Default under clause (4) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of the series notify the
Company of the Default and the Company does not cure the Default within the
time specified after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." If Holders notify the Company of a Default, they shall notify the
Trustee at the same time.
The failure to redeem any Security subject to a Conditional Redemption
is not an Event of Default if any event on which such redemption is so
conditioned does not occur before the redemption date.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a series, the Trustee
by notice to the Company, or the Holders of at least 25% in principal amount
of the series by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Securities of the series to be
due and payable immediately. Discounted Securities may provide that the
amount of principal due upon acceleration is less than the stated principal
amount.
The Holders of a majority in principal amount of the series by notice to
the Trustee may rescind an acceleration and its consequences if the rescis-
sion would not conflict with any judgment or decree and if all existing
Events of Default on the series have been cured or waived except nonpayment
of principal or interest that has become due solely because of the accelera-
tion.
SECTION 6.03. Other Remedies.
If an Event of Default occurs and is continuing on a series, the Trustee
may pursue any available remedy to collect principal or interest then due on
the series, to enforce the performance of any provision applicable to the
series, or otherwise to protect the rights of the Trustee and Holders of the
series.
The Trustee may maintain a proceeding even if it does not possess any of
the Securities or coupons or does not produce any of them in the proceeding.
A delay or omission by the Trustee or any Securityholder in exercising any
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right or remedy accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the Event of Default.
All remedies are cumulative to the extent permitted by law.
SECTION 6.04. Waiver of Past Defaults.
The Holders of a majority in principal amount of a series by notice to
the Trustee may waive an existing Default on such series and its consequences
except:
(1) a Default in the payment of the principal of or interest on
the series, or
(2) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Securityholder
affected.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a series may direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or of exercising any trust or power conferred on the Trustee,
with respect to the series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with respect to the
series only if:
(1) the Holder gives to the Trustee notice of a continuing Event
of Default on the series;
(2) the Holders of at least 25% in principal amount of the series
make a request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee indemnity satis-
factory to the Trustee against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and
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(5) during such 60-day period the Holders of a majority in princi-
pal amount of the series do not give the Trustee a direction
inconsistent with such request.
A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest, principal or sinking fund
payment specified in Section 6.01(1), (2) or (3) occurs and is continuing on
a series, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the series.
SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursuant to this Article,
it shall pay out the money in the following order:
First: to the Trustee for amounts due under Section 7.06;
Second: to Securityholders of the series for amounts due and
unpaid for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable for
principal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to Securityholders.
27
<PAGE>
ARTICLE 7 -- TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter
stated in the document.
(2) Before the Trustee acts or refrains from acting, it may re-
quire an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Certificate or Opin-
ion.
(3) The Trustee may act through agents and shall not be responsi-
ble for the misconduct or negligence of any agent appointed
with due care.
(4) The Trustee shall not be liable for any action it takes or
omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.
(5) The Trustee may refuse to perform any duty or exercise any
right or power which it reasonably believes may expose it to
any loss, liability or expense unless it receives indemnity
satisfactory to it against such loss, liability or expense.
(6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Compa-
ny. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.
(7) The Trustee shall have no duty with respect to a Default
unless a Trust Officer has received written notice of such
Default.
(8) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized
and within its powers.
(9) Any Agent shall have the same rights and be protected to the
same extent as if it were Trustee.
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<PAGE>
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities or coupons and may otherwise deal with the Company
or an Affiliate with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities or any coupons; it shall not be accountable
for the Company's use of the proceeds from the Securities; it shall not be
responsible for any statement in the Securities or any coupons; it shall not
be responsible for any overissue; it shall not be responsible for determining
whether the form and terms of any Securities or coupons were established in
conformity with this Indenture; and it shall not be responsible for determin-
ing whether any Securities were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and if it is known to
the Trustee, the Trustee shall mail a notice of the Default within 90 days
after it occurs to Holders of Registered Securities of the series. Except in
the case of a Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Holders of the
series. The Trustee shall withhold notice of a Default described in Section
6.01(4) until at least 90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to Security-
holders shall be mailed by the Trustee on or before July 15 of each year.
A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange on which any Securities
are listed. The Company shall notify the Trustee when any Securities are
listed on a stock exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be
29
<PAGE>
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee (including its officers,
directors and employees) against any loss or liability incurred by it. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooper-
ate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need
not pay for any settlement made without its consent.
The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence or bad faith.
To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities and any coupons on all money or
property held or collected by the Trustee, except that held in trust to pay
principal or interest on particular securities.
When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.
The provisions of this Section shall survive any termination or dis-
charge of this Indenture (including without limitation any termination under
any Bankruptcy Law) and the resignation or removal of the Trustee.
SECTION 7.07. Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance
of appointment as provided in this Section.
The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee with the Company's
consent.
The Company may remove the Trustee if:
30
<PAGE>
(1) the Trustee fails to comply with TIA Section 310(a) or Section
310(b) or with Section 7.09;
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a Custodian or other public officer takes charge of the Trustee
or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section 6.01(5) or (6)
occurs with respect to the Trustee.
The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee six months in advance and if no Default
occurs during the six-month period.
If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.
If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee fails to comply with TIA Section 310(a) or Section 310(b)
or with Section 7.09, any Securityholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a succes-
sor Trustee.
A successor Trustee shall deliver a written acceptance of its appoint-
ment to the retiring Trustee and to the Company. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall mail a notice of its succession
to Holders of Registered Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject
to the lien provided for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.
31
<PAGE>
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published report of
condition.
ARTICLE 8 -- DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance with their terms
and, unless the Securities Resolution establishing the series otherwise
provides, in accordance with this Article.
The Company at any time may terminate as to a series all of its obliga-
tions under this Indenture, the Securities of a series and any related
coupons ("legal defeasance option"). The Company at any time may terminate
as to a series its obligations under Sections 4.04 and 4.05 ("covenant
defeasance option"). However, in the case of the legal defeasance option,
the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
7.06, 7.07 and 8.04 shall survive until the Securities of the series are no
longer outstanding; thereafter the Company's obligations in Section 7.06
shall survive.
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises
its legal defeasance option, a series may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option, a
series may not be accelerated by reference to Section 4.04 or 4.05.
The Trustee upon request shall acknowledge in writing the discharge of
those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal defeasance option or
its covenant defeasance option if:
32
<PAGE>
(1) the Company irrevocably deposits in trust with the Trustee or
another trustee money or U.S. Government Obligations;
(2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants express-
ing their opinion that the payments of principal and interest
when due on the deposited U.S. Government Obligations without
reinvestment plus any deposited money without investment will
provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the
Securities of the series to maturity or redemption, as the
case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under any other
agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a conflicting
interest under TIA Section 310(a) or Section 310(b) as to
another series;
(6) the Company delivers to the Trustee an Opinion of Counsel to
the effect that Holders of the series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the defeasance; and
(7) 91 days pass after the deposit is made and during the 91-day
period no Default specified in Section 6.01(5) or (6) occurs
that is continuing at the end of the period.
Before or after a deposit the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accor-
dance with Article 3.
"U.S. Government Obligations" means direct obligations of the United
States which have the full faith and credit of the United States pledged for
payment and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.02. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal and
interest on Securities of the defeased series.
SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn over to the Company
upon request any excess money or securities held by them at any time.
33
<PAGE>
The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as unsecured
general creditors unless an abandoned property law designates another person.
ARTICLE 9 -- AMENDMENTS
SECTION 9.01. Without Consent of Holders.
The Company and the Trustee may amend this Indenture, the Securities or
any coupons without the consent of any Securityholder:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this Indenture shall
not apply to a series not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or more series; or
(6) to make any change that does not materially adversely affect
the rights of any Securityholder.
SECTION 9.02. With Consent of Holders.
The Company and the Trustee may amend this Indenture, the Securities and
any coupons with the written consent of the Holders of a majority in princi-
34
<PAGE>
pal amount of the Securities of all series affected by the amendment voting
as one class. However, without the consent of each Securityholder affected,
an amendment under this Section may not:
(1) reduce the amount of Securities whose Holders must consent to
an amendment;
(2) reduce the interest on or change the time for payment of
interest on any Security;
(3) change the fixed maturity of any Security;
(4) reduce the principal of any non-Discounted Security or reduce
the amount of principal of any Discounted Security that would
be due upon an acceleration thereof;
(5) change the currency in which principal or interest on a Secu-
rity is payable; or
(6) make any change in Section 6.04 or 9.02, except to increase
the amount of Securities whose Holders must consent to an
amendment or waiver or to provide that other provisions of
this Indenture cannot be amended or waived without the consent
of each Securityholder affected thereby.
An amendment of a provision included solely for the benefit of one or
more series does not affect Securityholders of any other series.
Securityholders need not consent to the exact text of a proposed
amendment or waiver; it is sufficient if they consent to the substance
thereof.
SECTION 9.03. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 9.01 or 9.02 shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.
SECTION 9.04. Effect of Consents.
An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Securityholder entitled to consent to it.
A consent to an amendment or waiver by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder's Security. Any Holder
or subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.
The Company may fix a record date for the determination of Holders of
Registered Securities entitled to give a consent. The record date shall not
be less than 10 nor more than 60 days prior to the first written solicitation
of Securityholders.
35
<PAGE>
SECTION 9.05. Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company
may issue in exchange for affected Securities new Securities that reflect the
amendment or waiver.
SECTION 9.06. Trustee Protected.
The Trustee need not sign any supplemental indenture that adversely
affects its rights. The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article is authorized or permitted by this
Indenture, and that such amendment, supplement or waiver constitutes the
legal, valid and binding obligation of the Company.
ARTICLE 10 -- MISCELLANEOUS
SECTION 10.01. Trust Indenture Act.
The provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Inden-
ture, whether or not expressly set forth herein.
If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.
SECTION 10.02. Notices
Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or
mailed by first-class mail to the other's address shown below:
Company: Consolidated Natural Gas Company
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Attention: Chief Financial Officer
36
<PAGE>
Trustee: United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Department
A party by notice to the other parties may designate additional or
different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed to his address
shown on the register kept by the Transfer Agent or on the list referred to
in Section 2.06. Failure to mail a notice to a Securityholder or any defect
in a notice mailed to a Securityholder shall not affect the sufficiency of
the notice mailed to other Securityholders or the sufficiency of any pub-
lished notice.
If a notice is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.
If the Company mails a notice to Securityholders, it shall mail a copy
to the Trustee and each Agent at the same time.
If in the Company's opinion it is impractical to mail a notice required
to be mailed or to publish a notice required to be published, the Company may
give such substitute notice as the Trustee approves. Failure to publish a
notice as required or any defect in it shall not affect the sufficiency of
any mailed notice.
All notices shall be in the English language, except that any published
notice may be in an official language of the country of publication.
A "notice" includes any communication required by this Indenture.
SECTION 10.03. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall if so requested furnish to
the Trustee:
(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in
this Indenture relating to the Proposed action have been
complied with; and
(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied
with.
37
<PAGE>
SECTION 10.04. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion
has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examina-
tion or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.
SECTION 10.05. Rules by Company and Agents.
The Company may make reasonable rules for action by or at a meeting of
Securityholders. An Agent may make reasonable rules and set reasonable
requirements for its functions.
SECTION 10.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open. If a payment date is a Legal
Holiday at a place of payment, unless the Securities Resolution establishing
a series otherwise provides with respect to Securities of the series, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.
38
<PAGE>
SECTION 10.07. No Recourse Against Others.
All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.
SECTION 10.08. Duplicate Originals.
The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.
SECTION 10.09. Governing Law.
The laws of the State of New York shall govern this Indenture, the
Securities and any coupons, unless federal law governs.
39
<PAGE>
SIGNATURES
Dated as of April 1, 1995 CONSOLIDATED NATURAL GAS COMPANY
By /s/ L. D. Johnson
_______________________________________
Vice Chairman and Chief Financial Officer
Attest: (SEAL)
/s/ Laura J. McKeaun
_________________________
Secretary
Dated as of April 1, 1995 UNITED STATES TRUST COMPANY OF
NEW YORK
By /s/ John Guiliano
_______________________________________
Attest: (SEAL)
/s/ James J. McGinley
_________________________
40<PAGE>
EXHIBIT A
A Form of Registered Security
No. $
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Consolidated Natural Gas Company
promises to pay to
or registered assigns
the principal sum of Dollars on ,
Interest Payment Dates:
Record Dates:
Dated:
CONSOLIDATED NATURAL GAS COMPANY
Transfer Agent and Paying Agent
By______________________________
Chairman of the Board
Authenticated:
(SEAL)
Attest:
Registrar, by Secretary
Authorized Signature
41
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest.1
Consolidated Natural Gas Company ("Company"), a Dela-
ware corporation, promises to pay interest on the
principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannual-
ly on and of each
year commencing , 19__. Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from , 19__. Interest will be
computed on the basis of a 360-day year of twelve 30-
day months.
2. Method of Payment.2
The Company will pay interest on the Securities to the
persons who are registered holders of Securities at the
close of business on the record date for the next
interest payment date, except as otherwise provided in
the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Compa-
ny will pay principal and interest in money of the
United States that at the time of payment is legal
tender for payment of public and private debts. The
Company may pay principal and interest by check payable
in such money. It may mail an interest check to a
holder's registered address.
3. Securities Agents.
Initially, , , will
act as Paying Agent, Transfer Agent and Registrar. The
Company may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affiliate
may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series ("Se-
curities") under an Indenture dated as of April 1, 1995
("Indenture") between the Company and United States
Trust Company of New York ("Trustee"). The terms of
the Securities include those stated in the Indenture
and in the Securities Resolution establishing the
42<PAGE>
Securities and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb). Securityholders are referred
to the Indenture, the Securities Resolution and such
Act for a statement of such terms.
5. Optional Redemption.3
On or after , the Company may redeem all
the Securities at any time or some of them from time to
time at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest
to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption
price of 100% of principal amount, plus accrued inter-
est to the redemption date.5 The Company may reduce
the principal amount of Securities to be redeemed
pursuant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any Securities
(i) that the Company has acquired or that the Company
has redeemed other than pursuant to this paragraph and
(ii) that the Company has delivered to the Registrar
for cancellation. The Company may so subtract the same
Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above para-
raph(s), the Company may redeem not more than $
principal amount of Securities on and
on each thereafter through at
a redemption price of 100% of principal amount, plus
accrued interest to the redemption date.
43<PAGE>
8. Notice of Redemption.7
Notice of redemption will be mailed at least 20 days
but not more than 60 days before the redemption date to
each holder of Securities to be redeemed at his regis-
tered address.
9. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,0008 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees
required by law or the Indenture. The Transfer Agent
need not exchange or register the transfer of any
Security or portion of a Security selected for redemp-
tion. Also, it need not exchange or register the
transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
10. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the secu-
rities of all series affected by the amendment.9 Sub-
ject to certain exceptions, a default on a series may
be waived with the consent of the holders of a majority
in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights of
any Securityholder.
12. Restrictive Covenants.10
The Securities are unsecured general obligations of the
Company limited to $ principal amount. The
44<PAGE>
Indenture does not limit other unsecured debt. It does
limit certain mortgages and sale-leaseback transactions
if the property or asset mortgaged or leased is used
for, or related to, the transmission, distribution,
exploration or production of natural gas. The limita-
tions are subject to a number of important qualifica-
tions and exceptions.
13. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
14. Defeasance Prior to Redemption or Maturity.11
Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Secu-
rities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and
credit of the United States of America or certificates
representing an ownership interest in such Obligations.
15. Defaults and Remedies.
An Event of Default12 includes: default for 60 days in
payment of interest on the Securities; default in
payment of principal on the Securities; default for 60
days in the payment of any sinking fund obligation;
default by the Company for a specified period after
notice to it in the performance of any of its other
agreements applicable to the Securities; certain events
of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of
Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the
Securities may declare the principal13 of all the Secu-
rities to be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Securities. Subject
to certain limitations, holders of a majority in prin-
cipal amount of the Securities may direct the Trustee
in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing
45
<PAGE>
default (except a default in payment of principal or
interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
16. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee
under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and
may otherwise deal with those persons, as if it were
not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any
obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
18. Authentication.
This Security shall not be valid until authenticated by
a manual signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=ten-
ants in common), TEN ENT (=tenants by the entirety), JT
TEN (=joint tenants with right of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act).
The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the
Securities Resolution, which contains the text of this Security
in larger type. Requests may be made to: Secretary, Consolidat-
ed Natural Gas Company, CNG Tower, Pittsburgh, Pennsylvania
15222-3199.
46<PAGE>
EXHIBIT B
A Form of Bearer Security
No. $
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Consolidated Natural Gas Company
promises to pay to bearer
the principal sum of Dollars on ,
Interest Payment Dates:
Dated:
CONSOLIDATED NATURAL GAS COMPANY
Transfer Agent
By ____________________________
Chairman of the Board
Authenticated:
(SEAL)
Attest:
Registrar, by Secretary
Authorized Signature
47<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest.1
Consolidated Natural Gas Company ("Company"), a Dela-
ware corporation, promises to pay to bearer interest on
the principal amount of this Security at the rate per
annum shown above. The Company will pay interest
semiannually on and of each
year commencing , 19 . Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from , 19 . Interest will be
computed on the basis of a 360-day year of twelve
30-day months.
2. Method of Payment.2
Holders must surrender Securities and any coupons to a
Paying Agent to collect principal and interest pay-
ments. The Company will pay principal and interest in
money of the United States that at the time of payment
is legal tender for payment of public and private
debts. The Company may pay principal and interest by
check payable in such money.
3. Securities Agents.
Initially, , , will act as
Transfer Agent, Paying Agent and Registrar. The Compa-
ny may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affiliate
may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series ("Se-
curities") under an Indenture dated as of April 1, 1995
("Indenture") between the Company and United States
Trust Company of New York ("Trustee"). The terms of
the Securities include those stated in the Indenture
and in the Securities Resolution establishing the
Securities and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb). Securityholders are referred
to the Indenture, the Securities Resolution and such
Act for a statement of such terms.
48<PAGE>
5. Optional Redemption.3
On or after , the Company may redeem all
the Securities at any time or some of them from time to
time at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest
to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption price of
100% of principal amount, plus accrued interest to the
redemption date.5 The Company may reduce the principal
amount of Securities to be redeemed pursuant to this
paragraph by subtracting 100% of the principal amount
(excluding premium) of any Securities (i) that the
Company has acquired or that the Company has redeemed
other than pursuant to this paragraph and (ii) that the
Company has delivered to the Registrar for cancella-
tion. The Company may so subtract the same Security
only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above para-
graph(s), the Company may redeem not more than $
principal amount of Securities on and on
each thereafter through at a
redemption price of 100% of principal amount, plus
accrued interest to the redemption date.
8. Notice of Redemption.7
Notice of redemption will be published once in an
Authorized Newspaper in the City of New York and if the
Securities are listed on any stock exchange located
outside the United States and such stock exchange so
requires, in any other required city outside the
United States at least 20 days but not more than 60
days before the redemption date. Notice of redemption
also will be mailed to holders who have filed their
49<PAGE>
names and addresses with the Transfer Agent within the
two preceding years. A holder of Securities may miss
important notices if he fails to maintain his name and
address with the Transfer Agent.
9. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in
denominations of $5,0008 and whole multiples of $5,000.
The Securities may be transferred by delivery and
exchanged as provided in the Indenture. Upon an ex-
change, the Transfer Agent may require a holder, among
other things, to furnish appropriate documents and to
pay any taxes and fees required by law or the Inden-
ture. The Transfer Agent need not exchange any Securi-
ty or portion of a Security selected for redemption.
Also, it need not exchange any Securities for a period
of 15 days before a selection of Securities to be
redeemed.
10. Persons Deemed Owners.
The holder of a Security or coupon may be treated as
its owner for all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the secu-
rities of all series affected by the amendment.9 Sub-
ject to certain exceptions, a default on a series may
be waived with the consent of the holders of a majority
in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights of
any Securityholder.
12. Restrictive Covenants.10
The Securities are unsecured general obligations of the
Company limited to $ principal amount. The
Indenture does not limit other unsecured debt. It does
limit certain mortgages and sale-leaseback transactions
50<PAGE>
if the property or asset mortgaged or leased is used
for, or related to, the transmission, distribution,
exploration or production of natural gas. The limita-
tions are subject to a number of important qualifica-
tions and exceptions.
13. Successors.
When a successor assumes all the obligations of the
Company under the Securities, any coupons and the
Indenture, the Company will be released from those
obligations.
14. Defeasance Prior to Redemption or Maturity.11
Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the
Securities, any coupons and the Indenture if the Compa-
ny deposits with the Trustee money or U.S. Government
Obligations for the payment of principal and interest
on the Securities to redemption or maturity. U.S.
Government Obligations are securities backed by the
full faith and credit of the United States of America
or certificates representing an ownership interest in
such Obligations.
15. Defaults and Remedies.
An Event of Default12 includes: default for 60 days in
payment of interest on the Securities; default in
payment of principal on the Securities; default for 60
days in the making of any sinking fund payment; default
by the Company for a specified period after notice to
it in the performance of any of its other agreements
applicable to the Securities; certain events of bank-
ruptcy or insolvency; and any other Event of Default
provided for in the series. If an Event of Default
occurs and is continuing, the Trustee or the holders of
at least 25% in principal amount of the Securities may
declare the principal13 of all the Securities to be due
and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Securities. Subject
to certain limitations, holders of a majority in prin-
cipal amount of the Securities may direct the Trustee
in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing
default (except a default in payment of principal or
interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
51
<PAGE>
16. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee
under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and
may otherwise deal with those persons, as if it were
not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any
obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
18. Authentication.
This Security shall not be valid until authenticated by
a manual signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=ten-
ants in common), TEN ENT (=tenants by the entirety), JT
TEN (=joint tenants with right of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act).
The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the
Securities Resolution, which contains the text of this Security
in larger type. Requests may be made to: Secretary, Consolidat-
ed Natural Gas Company, CNG Tower, Pittsburgh, Pennsylvania
15222-3199.
52<PAGE>
[FACE OF COUPON]
.............
[$]..........
Due..........
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Unless the Security attached to this coupon has been called
for redemption, Consolidated Natural Gas Company ("Company") will
pay to bearer, upon surrender, the amount shown hereon when due.
This coupon may be surrendered for payment to any Paying Agent
listed on the back of this coupon unless the Company has replaced
such Agent. Payment may be made by check. This coupon repre-
sents six months' interest.
CONSOLIDATED NATURAL GAS COMPANY
By_____________________________________
[REVERSE OF COUPON]
PAYING AGENTS
53<PAGE>
NOTES TO EXHIBITS A AND B
1. If the Security is not to bear interest at a fixed rate per
annum, insert a description of the manner in which the rate
of interest is to be determined. If the Security is not to
bear interest prior to maturity, so state.
2. If the method or currency of payment is different, insert a
statement thereof.
3. If applicable. If the Security is to be subject to a non-
refunding restriction, insert a brief summary thereof. If
the redemption is to be subject to a condition, insert a
brief summary thereof.
4. If applicable.
5. If the Security is a Discounted Security, insert amount to
be redeemed or method of calculating such amount.
6. If applicable. Also insert, if applicable, provisions for
repayment of Securities at the option of the Securityholder.
7. If applicable. If the Company may condition such redemption
on the happening of a stated event, in which case the notice
will so provide, insert a brief summary thereof.
8. If applicable. Insert additional or different denomina-
tions.
9. If different terms apply, insert a brief summary thereof.
10. If applicable. If the Security is to have the benefit of
additional or different covenants, insert a brief summary
thereof.
11. If applicable. If different defeasance terms apply, insert
a brief summary thereof.
12. If additional or different Events of Default apply, insert a
brief summary thereof.
13. If the Security is a Discounted Security, set forth the
amount due and payable upon an Event of Default.
Note: U.S. tax law may require certain legends on Discounted
and Bearer Securities.
54<PAGE>
EXHIBIT C
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_________________________________________
: :
:_________________________________________:
(Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint _______________________________________
agent to transfer this Security on the books of the Company. The
agent may substitute another to act for him.
Date: _______________ Your Signature: _______________________
____________________
(Sign exactly as your name appears on the other side of this Security)
55
CONSOLIDATED NATURAL GAS COMPANY
CERTIFICATE
I, LAURA J. McKEOWN, Secretary of CONSOLIDATED NATU-
RAL GAS COMPANY, do hereby certify that attached hereto as
Appendix A is a true and correct copy of Securities Resolution
No. 1 duly adopted by the Securities Committee of the Board of
Directors of said company at a meeting duly called and held on
the 12th day of April, 1995; that a quorum of said Committee
was present at said meeting and voted throughout; and I do fur-
ther certify that said Securities Resolution No. 1 has not been
rescinded and remains in full force and effect.
IN WITNESS WHEREOF, I have hereunder set my hand and
affixed the corporate seal of said CONSOLIDATED NATURAL GAS
COMPANY this 19th day of April, 1995.
/s/ Laura J. McKeown___________
Laura J. McKeown
Secretary
(CORPORATE SEAL)
<PAGE>
Appendix A
7-3/8% DEBENTURES DUE APRIL 1, 2005
SECURITIES RESOLUTION NO. 1
OF
CONSOLIDATED NATURAL GAS COMPANY
The actions described below are taken by the Board (as such
term is defined in the Indenture referred to below) of CONSOLIDATED
NATURAL GAS COMPANY (the "Company") pursuant to resolutions adopted as of
February 16, 1994 and February 21, 1995 and Section 2.01 of the Indenture
to be dated as of April 1, 1995 (the "Indenture"), between the Company and
United States Trust Company of New York, as trustee. Terms used herein and
not defined have the same meaning as in the Indenture.
RESOLVED, that the new series of Securities is authorized as
follows:
1. The title of the series is 7-3/8% Debentures Due April 1,
2005 ("7-3/8% Debentures").
2. The form of the 7-3/8% Debentures shall be substantially
in the form of Exhibit 1 hereto.
3. The 7-3/8% Debentures shall have the terms set forth in
Exhibit 1.
4. The 7-3/8% Debentures shall have such other terms as are
set forth in Exhibit 2 hereto.
5. The 7-3/8% Debentures shall be sold to the underwriters
named in the Prospectus Supplement dated April 12, 1995 on the following
terms:
Price to Public: 99.500%
Underwriting Discount: .234%
This Securities Resolution shall be effective as of April 12, 1995.
<PAGE>
EXHIBIT 1
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
No. R-1 $150,000,000
CONSOLIDATED NATURAL GAS COMPANY
7-3/8% Debentures Due April 1, 2005
CONSOLIDATED NATURAL GAS COMPANY
promises to pay to Cede & Co.
or registered assigns
the principal sum of One Hundred Fifty Million Dollars on April 1, 2005
Interest Payment Dates: April 1 and October 1
Record Dates: March 15 and September 15
Dated: April 19, 1995
UNITED STATES TRUST CONSOLIDATED NATURAL GAS
COMPANY OF NEW YORK COMPANY
Transfer Agent and Paying
Agent
by
--------------------------------
This is the Global Debenture Chairman of the Board
referred to in the within-
mentioned Indenture:
UNITED STATES TRUST COMPANY (CORPORATE SEAL)
OF NEW YORK Attest:
Trustee, by
_____________________________ ________________________________
Authorized Signature Secretary
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
7-3/8% Debentures Due April 1, 2005
1. Interest.
Consolidated Natural Gas Company (the "Company"), a Delaware
corporation, promises to pay interest on the principal amount
of this Security at the rate per annum shown above. The
Company will pay interest semiannually on April 1 and October 1
of each year commencing October 1, 1995. Interest on the
Securities will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from
April 19, 1995. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
2. Method of Payment.
The Company will pay interest on the Securities to the persons
who are registered holders of Securities at the close of
business on the record date for the next interest payment date,
except as otherwise provided in the Indenture. Holders must
surrender Securities to a Paying Agent to collect principal
payments. The Company will pay principal and interest in money
of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company
may pay principal and interest by check payable in such money.
It may mail an interest check to a holder's registered address.
3. Securities Agents.
Initially, United States Trust Company of New York, 770
Broadway, New York, New York 10003, will act as Paying Agent,
Transfer Agent and Registrar. The Company may change any
Paying Agent, Transfer Agent or Registrar without notice. The
Company or any Affiliate may act in any such capacity. Subject
to certain conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series (the
"Securities") under an Indenture dated as of April 1, 1995
("Indenture") between the Company and United States Trust
Company of New York ("Trustee"). The terms of the Securities
include those stated in the Indenture and in the Securities
Resolution creating
<PAGE>
-2-
the Securities and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb). Securityholders are referred to the
Indenture, the Securities Resolution and the Act for a
statement of such terms.
5. Redemption.
The Securities will not be redeemable prior to maturity.
6. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in
denominations of $1,000 and whole multiples of $1,000. The
transfer of Securities may be registered and Securities may be
exchanged as provided in the Indenture. The Transfer Agent may
require a holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and
fees required by law or the Indenture.
7. Persons Deemed Owners.
The registered holder of a Security may be treated as its owner
for all purposes.
8. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the Securities
may be amended with the consent of the holders of a majority in
principal amount of the Securities of all series affected by
the amendment. Subject to certain exceptions, a default on a
series may be waived with the consent of the holders of a
majority in principal amount of the series.
Without the consent of any Securityholder, the Indenture or the
Securities may be amended, among other things, to cure any
ambiguity, omission, defect or inconsistency; to provide for
assumption of Company obligations to Securityholders; or to
make any change that does not materially adversely affect the
rights of any Securityholder.
<PAGE>
-3-
9. Restrictive Covenants.
The Securities are unsecured general obligations of the Company
limited to $150,000,000 principal amount. The Indenture does
not limit other unsecured debt. It does limit certain
mortgages and sale-leaseback transactions if the property or
asset mortgaged or leased is used for, or related to, the
transmission, distribution, exploration or production of
natural gas. The limitations are subject to a number of
important qualifications and exceptions.
10. Successors.
When a successor assumes all the obligations of the Company
under the Securities and the Indenture, the Company will be
released from those obligations.
11. Defeasance Prior to Maturity.
Subject to certain conditions, the Company at any time may
terminate some or all of its obligations under the Securities
and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of
principal and interest on the Securities to maturity. U.S.
Government Obligations are securities backed by the full faith
and credit of the United States of America or certificates
representing an ownership interest in such Obligations.
12. Defaults and Remedies.
An Event of Default includes: default for 60 days in payment of
interest on the Securities; default in payment of principal on
the Securities; default by the Company for a specified period
after notice to it in the performance of any of its other
agreements applicable to the Securities; and certain events of
bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in
principal amount of the Securities may declare the principal of
all the Securities to be due and payable immediately.
Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The
<PAGE>
-4-
Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain
limitations, holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Securityholders notice
of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice
is in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
13. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee under the
Indenture, in its individual or any other capacity, may make
loans to, accept deposits from, and perform services for the
Company or its Affiliates, and may otherwise deal with those
persons, as if it were not Trustee.
14. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or
their creation. Each Securityholder by accepting a Security
waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities.
15. Authentication.
This Security shall not be valid until authenticated by a
manual signature of the Trustee.
16. Abbreviations.
Customary abbreviations may be used in the name of a Security-
holder or an assignee, such as: TEN COM (=tenants in common),
TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with right of survivorship and not as tenants in common), CUST
(=custodian), and U/G/M/A (=Uniform Gifts to Minors Act).
<PAGE>
-5-
The Company will furnish to any Securityholder upon written request
and without charge a copy of the Indenture and the Securities
Resolution, which contains the text of this Security in larger type.
Requests may be made to: Secretary, Consolidated Natural Gas
Company, CNG Tower, Pittsburgh, Pennsylvania 15222-3199.
<PAGE>
EXHIBIT 2
7-3/8% Debentures
Supplemental Terms
In addition to the terms set forth in Exhibit 1 to Securities
Resolution No. 1, the 7-3/8% Debentures shall have the following terms:
Section 1. Definitions. Capitalized terms used and not
defined herein shall have the meaning given such terms in the Indenture.
The following is an additional definition applicable to the 7-3/8%
Debentures:
"Depositary" means, with respect to the 7-3/8% Debentures
issued as a global Security, The Depository Trust Company,
New York, New York, or any successor thereto registered
under the Securities Exchange Act of 1934 or other
applicable statute or regulation.
Section 2. Securities Issuable as Global
Securities.
(a) The 7-3/8% Debentures shall be issued in the form of one
or more permanent global Securities and shall, except as otherwise provided
in this Section 2, be registered only in the name of the Depositary or its
nominee. Each global Security shall bear a legend substantially to the
following effect:
"Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein."
(b) If at any time (i) the Depositary with respect to the
7-3/8% Debentures notifies the Company that it is
<PAGE>
-2-
unwilling or unable to continue as Depositary for such global Security or
(ii) the Depositary for the 7-3/8% Debentures shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934 or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such global Security. If a successor Depositary
for such global Security is not appointed by the Company within 90 days
after the Company receives such notice or becomes aware of such
ineligibility, the Transfer Agent shall register the exchange of such
global Security for an equal principal amount of Registered Securities in
the manner provided in Section 2.07 of the Indenture.
(c) The Transfer Agent shall register the transfer or exchange
of a global Security for Registered Securities pursuant to Section 2.07 of
the Indenture if (i) a Default or Event of Default shall have occurred and
be continuing with respect to the 7-3/8% Debentures or (ii) the Company
determines that the 7-3/8% Debentures shall no longer be represented by
global Securities.
(d) In any exchange provided for in the preceding
paragraphs (b) or (c), the Company will execute and the Registrar will
authenticate and deliver Registered Securities. Registered Securities
issued in exchange for a global Security shall be in such names and
denominations as the Depositary for such global Security shall instruct the
Registrar. The Registrar shall deliver such Registered Securities to the
persons in whose names such Securities are so registered.
