<PAGE> 1
BEFORE THE
SECURITIES AND EXCHANGE COMMISSION
_______________________________________________
:
In the Matter of :
:
CONSOLIDATED NATURAL GAS COMPANY : CERTIFICATE
: OF
File No. 70-8107 : NOTIFICATION
: NO. 1
(Public Utility Holding Company Act of 1935) :
_______________________________________________
TO THE SECURITIES AND EXCHANGE COMMISSION:
By Order dated March 6, 1995 (HCAR No. 26245), in the above proceeding,
the Securities and Exchange Commission ("Commission") allowed the Declaration
of Consolidated Natural Gas Company ("Consolidated") to become effective and
authorized the sale by Consolidated of $500,000,000 principal amount of debt
securities, maturing in 30 or fewer years, from time to time through June 30,
1996.
Consolidated in April 1995 made requests for bids on debentures
("Debentures") without sinking or redemption provisions, with a Ten-year
maturity. The debentures being bid upon were to be in an aggregate principal
amount of $150,000,000.
The bid responses received at approximately 11:00 A.M., New York time, on
April 12, 1995, from eight groups of bidders were as follows:
<PAGE> 2
Price to be
Received by
Consolidated
Expressed as
Percentage
Interest of Principal "Annual Cost
Bidders Rate Amount of Money"
____________________________ ________ ____________ ____________
Merrill Lynch & Co.* 7.375% 99.266% 7.48003%
Bear Stearns & Co. Inc.* 7.375% 99.204% 7.48902%
CS First Boston Corporation* 7.250% 98.283% 7.49706%
Morgan Stanley & Co.,
Incorporated 7.450% 99.641% 7.50096%
Salomon Brothers Inc* 7.350% 98.823% 7.51924%
PaineWebber Incorporated 7.400% 99.149% 7.52213%
Goldman, Sachs & Co.* 7.375% 98.968% 7.52331%
Lehman Brothers Inc.* 7.375% 98.922% 7.53000%
*Group Representative
The proposal of the Merrill Lynch & Co, group provided the lowest "Annual
Cost of Money" for Debentures, and such proposal was accordingly accepted and
a purchase contract entered.
In accordance with the provisions of Rule 24 and as required by the Order
of March 6, 1995 under this File Number, this certificate is filed as a
notification that Consolidated, on April 19, 1995, completed the issuance and
sale of $150,000,000 principal amount of its 7-3/8% Debentures Due April 1,
2005 to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Donaldson,
Lufkin & Jenrette Securities Corporation, for the aggregate price of
$148,899,000. The proceeds of the sale of the Debentures will be added to the
treasury funds of Consolidated and principally be used to finance, in part,
1995 capital expenditures of Consolidated and its subsidiary companies and/or
to acquire, retire or redeem securities of which Consolidated is an issuer.
<PAGE> 3
The following exhibits are filed as part of this Certificate of
Notification:
(1) Name of Purchaser (as stated above and on the cover page of the
Prospectus Supplement being filed herewith as Exhibit (2)).
(2) Prospectus, dated March 14, 1995, and Prospectus Supplement, dated
April 12, 1995. (Incorporated by reference to the Rule 424(b)
prospectus filed April 12, 1995 in relation to Registration
Statement Nos. 33-52585 and 33-49469).
(3) Purchase Agreement dated April 12, 1995.
(4) Conformed copy of the Indenture dated as of April 1, 1995 between
Consolidated Natural Gas Company and United States Trust Company of
New York as Trustee.
(5) Securities Resolution No. 1, dated April 12, 1995, of Consolidated
Natural Gas Company.
The "past tense" opinion required by paragraph F(2) of the instructions
as to exhibits for Form U-1 is filed herewith as Exhibit F-2.
CONSOLIDATED NATURAL GAS COMPANY
By N. F. Chandler
Assistant Secretary
Dated: April 19, 1995
<PAGE> 1
EXHIBIT (3)
CONSOLIDATED NATURAL GAS COMPANY
PURCHASE AGREEMENT
DEBT SECURITIES
Dated: April 12, 1995
Consolidated Natural Gas Company
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
Dear Sirs:
Referring to the debt securities of Consolidated Natural Gas Company (the
"Company") covered by Registration Statement Nos. 33-52585 and 33-49469 (the
"Registration Statement"), on the basis of the representations, warranties and
agreements contained in this Agreement, but subject to the terms and
conditions herein set forth, the Underwriters named in Schedule A hereto
("Underwriters") agree to purchase, and the Company agrees to sell to the
Underwriters, $150,000,000 aggregate principal amount of 7-3/8% Debentures Due
April 1, 2005 (the "New Securities") with respective principal amounts set
forth opposite the name of the Underwriters on Schedule A hereto.
The price at which the New Securities shall be purchased from the Company
by the Purchaser shall be 99.266% of the principal amount thereof plus accrued
interest from April 19, 1995. The New Securities will be offered as set forth
in the Prospectus Supplement relating to such New Securities.
The New Securities will have the following terms:
Interest Rate: 7-3/8% per annum accruing from April 19, 1995.
Interest Payment Dates: April 1 and October 1 commencing
October 1, 1995.
Maturity: April 1, 2005.
Redemption and Sinking Fund Provisions: The New Securities will not
be redeemable prior to maturity or subject to any sinking fund.
<PAGE> 2
All of the provisions contained in the document entitled "Consolidated
Natural Gas Company Standard Agreement Provisions-Debt Securities," a copy of
which has been filed as Exhibit 1 to the Registration Statement and has been
previously furnished to us, are hereby incorporated by reference in their
entirety and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein.
The "time of purchase" (as defined in Section 3 of the aforementioned
Standard Purchase Agreement Provisions) shall be April 19, 1995.
The payment for the New Securities shall be made in New York Clearing
House (next day) funds.
The place at which the New Securities shall be purchased shall be New
York, New York.
Notices to the Representative shall be sent to the following address:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch World Headquarters
North Tower
World Financial Center
New York, New York 10281-1305
We represent that we are authorized to act for the financing and any
action under this Agreement by us will be binding upon all the Underwriters.
<PAGE> 3
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us the enclosed duplicate hereof,
whereupon it will become a binding agreement between the Company and the
Underwriters in accordance with its terms.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By_________________________
Acting on behalf and as
Representative of the
Underwriters named in Schedule A
hereto.
The foregoing Purchase Agreement is hereby confirmed as of the date first
above written.
CONSOLIDATED NATURAL GAS COMPANY
By Lester D. Johnson
Vice Chairman of the Board
and Chief Financial Officer
<PAGE> 4
SCHEDULE A
Principal
Name of Underwriter Amount of Securities
___________________ ____________________
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . $ 75,000,000
Donaldson, Lufkin & Jenrette
Securities Corporation . . . . . . . . . . . . 75,000,000
____________
$150,000,000
============
<PAGE> 1
Exhibit (4)
CONSOLIDATED NATURAL GAS COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
___________________________________
INDENTURE
Dated as of April 1, 1995
_____________
DEBT SECURITIES
<PAGE> 2
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> 3
TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions .............................. 6
1.02 Other Definitions ........................ 8
1.03 Rules of Construction .................... 8
2 THE SECURITIES
2.01 Issuable in Series ....................... 9
2.02 Execution and Authentication.............. 10
2.03 Securities Agents ........................ 11
2.04 Bearer Securities ........................ 11
2.05 Paying Agent to Hold Money in
Trust ................................. 12
2.06 Securityholder Lists ..................... 12
2.07 Transfer and Exchange .................... 13
2.08 Replacement Securities ................... 13
2.09 Outstanding Securities ................... 13
2.10 Discounted Securities .................... 14
2.11 Treasury Securities ...................... 14
2.12 Global Securities ........................ 14
2.13 Temporary Securities ..................... 15
2.14 Cancellation ............................. 15
2.15 Defaulted Interest ....................... 15
3 REDEMPTION
3.01 Notices to Trustee ....................... 15
3.02 Selection of Securities to Be
Redeemed ................................. 16
3.03 Notice of Redemption ..................... 16
3.04 Effect of Notice of
Redemption ............................... 17
3.05 Payment of Redemption Price .............. 17
3.06 Securities Redeemed in Part .............. 17
4 COVENANTS
4.01 Certain Definitions ...................... 18
4.02 Payment of Securities .................... 22
4.03 Overdue Interest ......................... 22
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<PAGE> 4
TABLE OF CONTENTS
Article Section Heading Page
4.04 Limitation on Liens ...................... 22
4.05 Limitation on Sale and
Leaseback ............................. 24
4.06 No Lien Created, etc. .................... 24
4.07 Compliance Certificate ................... 25
4.08 SEC Reports .............................. 25
5 SUCCESSORS
5.01 When Company May Merge, etc. ............. 25
6 DEFAULTS AND REMEDIES
6.01 Events of Default ........................ 26
6.02 Acceleration ............................. 27
6.03 Other Remedies ........................... 27
6.04 Waiver of Past Defaults .................. 28
6.05 Control by Majority ...................... 28
6.06 Limitation on Suits ...................... 28
6.07 Collection Suit by Trustee ............... 29
6.08 Priorities ............................... 29
7 TRUSTEE
7.01 Rights of Trustee ........................ 29
7.02 Individual Rights of Trustee ............. 30
7.03 Trustee's Disclaimer ..................... 30
7.04 Notice of Defaults ....................... 30
7.05 Reports by Trustee to Holders ............ 31
7.06 Compensation and Indemnity ............... 31
7.07 Replacement of Trustee ................... 31
7.08 Successor Trustee by Merger,
etc. .................................. 32
7.09 Trustee's Capital and Surplus ............ 32
8 DISCHARGE OF INDENTURE
8.01 Defeasance ............................... 33
8.02 Conditions to Defeasance ................. 33
8.03 Application of Trust Money ............... 34
8.04 Repayment to Company ..................... 34
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<PAGE> 5
TABLE OF CONTENTS
Article Section Heading Page
9 AMENDMENTS
9.01 Without Consent of Holders ............... 34
9.02 With Consent of Holders .................. 35
9.03 Compliance with Trust
Indenture Act .......................... 36
9.04 Effect of Consents ....................... 36
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 .................................. 37
10.03 Certificate and Opinion as to
Conditions Precedent .................. 38
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 ........................................ 39
Exhibit A: A Form of Registered
Security ............................. 40
Exhibit B: A Form of Bearer Security ............. 46
Notes to Exhibits A and B ......................... 53
Exhibit C: A Form of Assignment .................. 54
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<PAGE> 6
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
financial 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> 7
"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 two Officers or by
an Officer.
"Opinion of Counsel" means a written opinion, complying with Section
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.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-
77bbbb), as amended in the Trust Indenture Reform Act of 1990, as in effect on
the date shown above.
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<PAGE> 8
"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 officer, who shall, in any case, be
responsible for the administraiton of this document or have familiarity with
it, and also means, with respect to particular corporate trust matters, any
other officer to whom such matter is referred to 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
"Conditioned 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
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
"Voting Stock" 4.01
"Wholly Owned Subsidiary" 4.01
"Yield to Maturity" 4.01
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<PAGE> 9
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 accounting
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
Resolution or a supplemental indenture that establishes the terms of the
series, which may include the following:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of calculating the
interest rate;
(4) the date from which interest will accrue;
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<PAGE> 10
(5) the record dates for interest payable on Registered Securities;
(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;
(19) provisions for electronic issuance of Securities or for
Securities in uncertificated form;
(20) the portion of principal payable upon acceleration of a
Discounted Security;
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<PAGE> 11
(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
additional 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.
Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated the date of its authenticiation 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.
<PAGE> 12
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.
- -6-
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
registration 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 Registered
Securities.
(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 because
the payments are illegal or prevented by exchange controls
as described in Treasury Regulation Section 1.163-
5(c)(2)(v); and
<PAGE> 13
(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)
- -7-
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 Security holders 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.
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
<PAGE> 14
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.
- -8-
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 the list.
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 the list.
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.
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
<PAGE> 15
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.
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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
authenticated 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.
<PAGE> 16
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 which the Trustee has
received an Officers Certificate stating that these securities are so owned
shall be so disregarded.
SECTION 2.12. Global Securities.
If the Securities Resolution so provides, the Company may issue some or
all of the Securities of a series in temporary or permanent global form. A
global
- -10-
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
substantially in the form of definitive Securities but may have variations
<PAGE> 17
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.
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 Registered 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.
- -11-
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
Securities, 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
Resolution otherwise provides, in accordance with this Article.
<PAGE> 18
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.
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 by any other
method the Trustee considers fair and appropriate. 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
- -12-
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 Securities.
A notice shall identify the Securities of the series to be redeemed and
shall state:
(1) the redemption date;
<PAGE> 19
(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;
(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 optional;
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 redemption
in the Company's name and at its expense.
- -13-
SECTION 3.04. Effect of Notice of Redemption.
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.
<PAGE> 20
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:
(1) the Company will pay any such interest (except defaulted
interest) to Holders on the record date of Registered
Securities 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 satisfactory
to the Company.
- -14-
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
<PAGE> 21
be discounted to present value at a discount rate that is compounded
semiannually. The discount rate shall be the rate set by the Securities
Resolutions establishing the series 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 maintenance,
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, including
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 consolidated balance sheet preceding
the date of a determination under Section 4.04(11).
- -15-
"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 Comany or a Subsidiary except, in such case, to the extent
of the investment in such Subsidiary by the Company or a Subsidiary and any
guarantee of Debt of the Company or such Subsidiary by the Company or a
Subsidiary.
<PAGE> 22
"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 outstanding
advances to others to finance oil or natural gas exploration and development
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.
"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 delinquent,
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
operations 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;
- -16-
(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
<PAGE> 23
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
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 hereunder
or with the trustee or mortgagee under the instrument
evidencing such Lien or encumbrance, with irrevocable authority
to the Trustee hereunder or to such other trustee or mortgagee
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
Subsidiaries, 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 payment
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;
- -17-
<PAGE> 24
(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,
transportation, 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 Revenue
Code of 1986, or any successor section, for purpose of
financing, in whole or in part, the acquisition or construction
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
transfers 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.
- -18-
<PAGE> 25
"Restricted Subsidiary" means a Wholly Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories and possessions) or Puerto Rico 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.
"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.
- -19-
<PAGE> 26
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
improvement, the Lien may extend to unimproved real property
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 Restricted
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
<PAGE> 27
some of the purchase price or cost of construction or
improvement of the property subject to the Lien;
- -20-
(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 Subsidiary
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;
(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 excluded
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.
<PAGE> 28
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 applicablle as
long as any Securities of that series are
- -21-
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
property to secure Debt at least equal in amount to the
Attributable 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
<PAGE> 29
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.
- -22-
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 Securities 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:
(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
obligations of the Company under this Indenture, the Securities
and any coupons;
(3) immediately after the transaction no Default exists; and
<PAGE> 30
(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 obligations 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.
- -23-
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
Securities 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 Bankruptcy
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
<PAGE> 31
(D) makes a general assignment for the benefit of its
creditors;
(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,
- -24-
(B) appoints a Custodian for the Company or for all or
substantially all of its property, or
(C) orders the liquidation of the Company;
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.
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.
<PAGE> 32
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 rescission
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 acceleration.
- -25-
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
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.
Unless the Securities Resolution establishing a series otherwise
provides, the Holders of a majority in principal amount of the series so
established by notice to the Trustee may waive an existing Default on the
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.
<PAGE> 33
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;
- -26-
(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
satisfactory 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
(5) during such 60-day period the Holders of a majority in
principal 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 it 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;
<PAGE> 34
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-
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 require
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 Opinion.
(3) The Trustee may act through agents and shall not be responsible
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
Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by
law.
<PAGE> 35
(7) The Trustee shall have no duty with respect to a Default unless
it has actual knowledge of the 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.
- -28-
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
determining 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.
<PAGE> 36
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to Securityholders
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
limited by any law on compensation of
- -29-
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 cooperate
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.
<PAGE> 37
The provisions of this Section shall survive any termination or discharge
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 of 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:
(1) the Trustee fails to comply with TIA Section 310(a) or Section
310(b) or with Section 7.09;
- -30-
(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 or 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.
<PAGE> 38
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 successor
Trustee.
A successor Trustee shall deliver a written acceptance of its appointment
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-
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
obligations 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
<PAGE> 39
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:
(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
expressing their opinion that the payments of principal and
interest when due on the deposited U.S.
- -32-
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;
<PAGE> 40
(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(4) or (5) 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 accordance
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-
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.
<PAGE> 41
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.
Unless the Securities Resolution establishing a series otherwise provides
with respect to Securities of that series, 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 principal 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;
- -34-
(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;
<PAGE> 42
(5) change the currency in which principal or interest on a
Security 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.
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<PAGE> 43
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 recieve, 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 obligations 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 Indenture,
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> 44
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 published
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
- -37-
<PAGE> 45
(2) an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.
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 examination
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 that 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> 46
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> 47
SIGNATURES
Dated: as of April 1, 1995 CONSOLIDATED NATURAL GAS COMPANY
By L. D. Johnson
Vice Chairman and Chief
Financial Officer
Attest: (SEAL)
Laura J. McKeown
_________________________
Secretary
Dated: as of April 1, 1995 UNITED STATES TRUST COMPANY OF NEW YORK
By John Guiliano
Attest: (SEAL)
James J. McGinley
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<PAGE> 48
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> 49
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest. (1)
Consolidated Natural Gas Company ("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 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 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, , , 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 ("Securities")
under an Indenture dated as of April 1, 1995 ("Indenture") between
the Company and ("Trustee"). The terms of the Securities include
those stated in the Indenture and in the Securities Resolution
creating 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 or supplemental indenture and such Act for a statement of
such terms.
- -42-
<PAGE> 50
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 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 cancellation. The Company may so subtract the
same Security only once.
7. Additional Optional Redemption. (6)
In addition to redemptions pursuant to the above paragraph(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> 51
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 registered address.
9. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons in
denominations of $1,000 (8) 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 redemption. 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 securities of all series affected by the
amendment. (9) 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> 52
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 if the property or asset mortgaged or
leased is used for, or related to, the transmission, distribution,
- -44-
exploration or production of natural gas. The limitations are
subject to a number of important qualifications 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 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 Default (12) 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 principal (13) of all the Securities to
be due and payable immediately.
<PAGE> 53
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 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.
- -45-
16. Trustee Dealings with Company.
, 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 (=tenants 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:
<PAGE> 54
Secretary, Consolidated Natural Gas Company, CNG Tower, Pittsburgh,
Pennsylvania 15222-3199.
- -46-
<PAGE> 55
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> 56
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest. (1)
Consolidated Natural Gas Company ("Company"), a Delaware
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 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.
3. Securities Agents.
Initially, , , will act as Transfer
Agent, Paying 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 ("Securities")
under an Indenture dated as of April 1, 1995 ("Indenture") between
the Company and ("Trustee"). The terms of the
Securities include those stated in the Indenture and the Securities
Resolution creating 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 or supplemental indenture and such Act for a
statement of such terms.
- -48-
<PAGE> 57
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 cancellation. The
Company may so subtract the same Security only once.
7. Additional Optional Redemption. (6)
In addition to redemptions pursuant to the above paragraph(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 names and addresses with the Transfer
<PAGE> 58
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.
- -49-
9. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in denominations of
$5,000 (8) and whole multiples of $5,000. The Securities may be
transferred by delivery and exchanged as provided in the Indenture.
Upon an exhange, 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 Indenture. The Transfer Agent need
not exchange any Security 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 securities of all series affected by the
amendment. (9) 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.
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 if the property or asset mortgaged or leased
is used for, or related to, the transmission, distribution,
<PAGE> 59
exploration or production of natural gas. The limitations are
subject to a number of important qualifications and exceptions.
- -50-
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 Company 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 Default (12) 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 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 principal (13) 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 majorityin
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.
<PAGE> 60
16. Trustee Dealings with Company.
, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits
from, and
- -51-
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 (=tenants 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, Consolidated Natural Gas Company, CNG Tower, Pittsburgh,
Pennsylvania 15222-3199.
- -52-
<PAGE> 61
[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 represents six months' interest.
CONSOLIDATED NATURAL GAS COMPANY
By
[REVERSE OF COUPON]
PAYING AGENTS
- -53-
<PAGE> 62
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 nonrefunding
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 denominations.
9 If different terms apply, insert a brief summary thereof.
10 If applicable. If additional or different covenants apply, insert a
brief summary thereof. 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> 63
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)
<PAGE> 1
Exhibit (5)
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
meaning as in the Indenture.
RESOLVED, 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% Debenture 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> 2
EXHIBIT 1
"Unless this certificate is presented by an autho- CUSIP
rized representative of The Depository Trust Com- 209615 BP 7
pany, a New York corporation ("DTC"), to the Com-
pany 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 repre-
sentative 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 TRANS-
FER, 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 COMPANY CONSOLIDATED NATURAL GAS
OF NEW YORK COMPANY
Transfer Agent and Paying
Agent
by George A. Davidson, Jr.
________________________
This is the Global Debenture Chairman of the Board
referred to in the within-
mentioned Indenture: (CORPORATE SEAL)
UNITED STATES TRUST COMPANY
OF NEW YORK
Trustee, by Attest:
Laura J. McKeown
_____________________________ _____________________________
Authenticated: Secretary
<PAGE> 3
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 Securi-
ties 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 pro-
vided in the Indenture. Holders must surrender Secu-
rities to a Paying Agent to collect principal 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. 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
Trustees.
4. INDENTURE.
The Company issued the securities of this series (the
"Securities") under an Indenture dated as of April 1,
<PAGE> 4
- 2 -
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
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 endorse-
ments 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 Inden-
ture or the Securities may be amended, among other
<PAGE> 5
- 3 -
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.
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 Obli-
gations are securities backed by the full faith and
credit of the United States of America or certifi-
cates 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
<PAGE> 6
- 4 -
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
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 with-
holding 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 Affili-
ates, 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 Secu-
rity waives and releases all such liability. The
waiver and release are part of the consideration for
the issue of the Securities.
<PAGE> 7
- 5 -
15. AUTHENTICATION.
This Security shall not be valid until authenticated
by a manual signature of the Registrar.
16. ABBREVIATIONS.
Customary abbreviates may be used in the name of a
Securityholder 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).
The Company will furnish to any Securityholder upon writ-
ten 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: Sec-
retary, Consolidated Natural Gas Company, CNG Tower,
Pittsburgh, Pennsylvania 15222-3199.
<PAGE> 8
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:
"DEPOSITORY" means, with respect to the 7-3/8%
Debentures issued as a global Security, the Depos-
itory 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 Depository or its
nominee. Each global Security shall bear a legend substantially to the
following effect:
"Unless this certificate is presented by an autho-
rized representative of The Depository Trust Com-
pany, a New York corporation ("DTC"), to the Com-
pany 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 repre-
sentative 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 TRANS-
FER, 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."
<PAGE> 9
(b) If at any time (i) the Depository with respect to the 7-
3/8% Debentures notifies the Company that it is unwilling or unable to
continue as Depository for such global Security or (ii) the Depository 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 Depository with respect to such global
Security. If a successor Depository 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 Depository for
such global Security shall instruct the Registrar. The Registrar shall
deliver such Registered Securities to the persons in whose name such
Securities are so registered.
<PAGE> 1
EXHIBIT F-2
April 19, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company
Declaration on Form U-1, File No. 70-8107
Dear Sirs:
The following "past tense" opinion is rendered in accordance with the
requirements of paragraph F(2) of the instructions as to exhibits to Form U-1
with respect to the issue and sale on April 12, 1995, by Consolidated Natural
Gas Company, a Delaware corporation ("Consolidated"), of $150,000,000
principal amount of 7-3/8% Debentures Due April 1, 2005 ("Debentures"). The
$150,000,000 principal amount of the Debentures is the first issue of such
amount out of the $500,000,000 principal amount of debentures authorized by
the Securities and Exchange Commission ("Commission") under the above
reference File Number.
As counsel for Consolidated, I have examined, among other things, the
following: the Certificate of Incorporation and By-Laws of Consolidated; the
Declaration, as amended, under the Public Utility Holding Company Act of 1935
on Form U-1 at Commission File No. 70-8107; the Commission's Order dated March
6, 1995, HCAR No. 26245, permitting said Declaration to become effective; the
Registration Statements under the Securities Act of 1933 on Form S-3 at
Commission File Nos. 33-52585 and 33-49459; the Commission's Orders dated
April 13, 1993 and March 17, 1994, respectively, declaring said Registration
Statements effective; a post-effective amendment to the aforesaid Registration
Statements which became effective by the Commission's Order dated March 17,
1995; the exhibits to said Declaration and Registration Statements, the
Indenture between Consolidated and United States Trust Company of New York,
dated as of April 1, 1995, under which the Debentures were issued; the
corporate records and proceedings relating to the issue and sale of such
Debentures including Securities Resolution No. 1 of Consolidated; and the
closing documents and opinions delivered in connection with such sale which
was consummated on April 19, 1995.
<PAGE> 2
It is my opinion that:
(a) all state laws applicable to such transactions have been
complied with;
(b) Consolidated, the issuer of $150,000,000 of Debentures as
described in the Certificate of Notification, is validly
organized and duly existing;
(c) such Debentures of Consolidated are valid and binding
obligations of such issuer in accordance with their terms; and
(d) the consummation of said transactions did not violate the legal
rights of the holders of any securities issued by Consolidated
or any associate company thereof.
I hereby consent to the use of this opinion as an exhibit to said Declaration.
Very truly yours,
N. F. Chandler
Attorney
