As filed with the Securities and Exchange Commission on March 14, 1995.
Registration No. 33-52585
Post-Effective Amendment
No. 2 to Registration
Statement No. 33-49469
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
__________
Consolidated Natural Gas Company
(Exact name of registrant as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CNG Tower
625 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3199
(412) 227-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
L.D. Johnson, Vice Chairman of the Board
and Chief Financial Officer
Consolidated Natural Gas Company
CNG Tower, 625 Liberty Avenue, Pittsburgh, Pennsylvania
15222-3199
(412) 227-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________
<PAGE>
with a copy to:
Stephen E. Williams, Esq. Gary W. Wolf, Esq.
Senior Vice President and General Cahill Gordon & Reindel
Counsel Eighty Pine Street
Consolidated Natural Gas New York, New York 10005
Company
CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222-3199
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes
effective when warranted by market conditions and other factors.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. /__/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X_/
__________
This Post-Effective Amendment No. 1 to Registration Statement
No. 33-52585 is also Post-Effective Amendment No. 2 to Registration
Statement No. 33-49469, and shall hereafter become effective in accordance
with Section 8(c) of the Securities Act of 1933. Pursuant to Rule 429 under
the Securities Act of 1933, the Prospectus contained herein is a combined
prospectus which also covers $100,000,000 in principal amount of unissued
debt securities previously registered under Registration Statement
No. 33-49469.
<PAGE>
Consolidated Natural Gas Company
Debt Securities
Consolidated Natural Gas Company ("Company") may offer from time to time
up to $500,000,000 aggregate principal amount of its debt securities ("Debt
Securities") in one or more series in amounts, at prices and upon terms to be
determined in light of market conditions at the time of sale and in conformity
with the requirements of the Public Utility Holding Company Act of 1935
("Holding Company Act"). The Debt Securities may be sold directly by the
Company, through agents designated from time to time, or to or through
underwriters or dealers (see "Plan of Distribution").
The specific aggregate principal amount, maturity, rate and time of
payment of interest, any redemption provisions, initial public offering price,
proceeds to the Company, and any other specific terms in connection with the
offering and sale of a series of Debt Securities, including the names of the
underwriters or agents, if any, and the terms of such offering, will be set
forth in a Prospectus Supplement accompanying this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 14, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("Commission"). Such reports and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the Commission's Regional Offices in the Northwestern Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade
Center, New York, New York 10048. Copies of such material can also be
obtained from the Public Reference Section of the Commission at its principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
In addition, reports, proxy material and other information concerning the
Company may be inspected at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement
("Registration Statement") which the Company has filed with the Commission
under the Securities Act of 1933, as amended, with respect to the Debt
Securities. This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and related exhibits thereto for further information with respect to
the Company and the securities offered hereby. Such additional information can
be obtained from the Commission's office in Washington, D.C. Any statements
contained herein concerning the provisions of any documents are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 1-3196), are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993; and
(2) The Company's Quarterly Reports on Form 10-Q for the Quarters ended
March 31, June 30 and September 30, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents.
<PAGE>
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon written or oral request of such
person, a copy of any and all of the documents incorporated herein by
reference, excluding the exhibits thereto. Requests for such documents should
be addressed to Ms. Laura J. McKeown, Secretary, Consolidated Natural Gas
Company, CNG Tower, 625 Liberty Avenue, Pittsburgh, PA 15222-3199, (412)
227-1125.
THE COMPANY AND ITS SUBSIDIARIES
The Company is a Delaware corporation organized on July 21, 1942. It is
engaged solely in the business of owning and holding the outstanding
securities of fifteen companies primarily engaged in the natural gas business.
The Company and its subsidiaries ("Consolidated System" or "System") are
engaged in all phases of the natural gas business distribution, transmission
and exploration and production. The Company's principal subsidiaries are
described below.
CNG Transmission Corporation operates a regional interstate pipeline
system and provides gas transportation and storage services to each of the
Company's public utility subsidiaries (except West Ohio Gas Company) and to
non-affiliated utilities, end-users and others in the Midwest, the
Mid-Atlantic states and the Northeast. CNG Transmission Corporation is
subject to regulation by the Federal Energy Regulatory Commission.
Public utility subsidiaries of the Company are The East Ohio Gas
Company, West Ohio Gas Company, The Peoples Natural Gas Company, Virginia
Natural Gas, Inc. and Hope Gas, Inc. Principal cities served at retail are:
Cleveland, Akron, Youngstown, Canton, Warren, Lima, Ashtabula and Marietta in
Ohio; Pittsburgh (a portion), Altoona and Johnstown in Pennsylvania; Norfolk,
Newport News, Virginia Beach, Chesapeake, Hampton and Williamsburg in
Virginia; and Clarksburg and Parkersburg in West Virginia.
CNG Producing Company is the Company's exploration and production
subsidiary. It explores for and produces gas and oil primarily in the Gulf of
Mexico, the southern and western United States, the Appalachian region and in
Canada.
CNG Energy Services Corporation conducts activities in the unregulated
energy area, including gas and electric power marketing, and investments in
power generation facilities.
USE OF PROCEEDS
The proceeds from the sale of the Debt Securities will be added to the
treasury funds of the Company and subsequently used to finance System capital
expenditures, general corporate purposes, purchase of the Company's common
stock in the open market and/or acquire, retire or redeem debt securities
issued by the Company as authorized by the Commission under the Holding
<PAGE>
Company Act. The balance of funds required for these purposes is expected to
be obtained principally from internal cash generation and the issuance of
other debt securities. Reference is made to the documents incorporated by
reference herein for information relating to estimated capital expenditures.
CERTAIN TERMS AND DESCRIPTIONS OF
DEBT SECURITIES AND INDENTURE
The Debt Securities will be issued in one or more series under an
Indenture dated as of March 1, 1995 ("Indenture") between the Company and
United States Trust Company of New York, as Trustee ("Trustee"), the form of
which is filed as an exhibit to the Registration Statement. The following
summaries of certain provisions of the Indenture do not purport to be complete
and are qualified in their entirety by express reference to the Indenture and
the Securities Resolutions (as defined in the Indenture). Certain terms
defined in the Indenture are used in this summary without definition.
The Indenture will not limit the amount of Debt Securities that can be
issued thereunder and provides that the Debt Securities may be issued from
time to time in one or more series pursuant to the terms of one or more
Securities Resolutions establishing such series. As of the date of this
Prospectus, there were no Debt Securities outstanding under the Indenture.
The Debt Securities will be unsecured and will rank on a parity with all other
unsecured and unsubordinated debt of the Company. Although the Indenture
provides for the possible issuance of Debt Securities in other forms or
currencies, the only Debt Securities covered by this Prospectus will be Debt
Securities denominated in U.S. dollars in registered form without coupons.
Consequently, information contained in the Indenture relating to the offer and
sale of Debt Securities in other forms or currencies is not provided in this
Prospectus.
Certain Terms of the Debt Securities
Reference is made to the Prospectus Supplement for the following terms,
if applicable, of the Debt Securities offered thereby: (1) the designation,
aggregate principal amount and denominations; (2) the price at which such Debt
Securities will be issued and, if an index, formula or other method is used,
the method for determining amounts of principal or interest; (3) the maturity
date and other dates, if any, on which principal will be payable; (4) the
interest rate (which may be fixed or variable), if any; (5) the date or dates
from which interest will accrue and on which interest will be payable, and the
record dates for the payment of interest; (6) the manner of paying principal
or interest; (7) the place or places where principal and interest will be
payable; (8) the terms of any mandatory or optional redemption by the Company;
(9) the terms of any redemption at the option of Holders; (10) whether such
Debt Securities are to be represented in whole or in part by a Debt Security
in global form and, if so, the identity of the depositary ("Depositary") for
any global Security; (11) any tax indemnity provisions; (12) the portion of
principal payable upon acceleration of a Discounted Security (as defined
below); (13) whether and upon what terms Debt Securities may be defeased; (14)
<PAGE>
any events of default or restrictive covenants in addition to or in lieu of
those set forth in the Indenture; (15) provisions for electronic issuance of
Debt Securities or for Debt Securities in uncertificated form; and (16) any
additional provisions or other special terms not inconsistent with the
provisions of the Indenture, including any terms that may be required or
advisable under United States or other applicable laws or regulations, or
advisable in connection with the marketing of the Debt Securities. (Section
2.01)
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global Securities that will be deposited with, or on
behalf of, a Depositary identified in the Prospectus Supplement relating to
the series. Global Securities may be issued in registered or uncertificated
form and in either temporary or permanent form. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a global
Security may not be transferred except as a whole by the Depositary to a
nominee or a successor depositary. (Section 2.12) The specific terms of the
depositary arrangement with respect to any Debt Securities of a series will be
described in the Prospectus Supplement relating to the series.
Debt Securities of any series may be issued as Registered Securities or
uncertificated securities, as specified in the terms of the series. (Section
2.01) Unless otherwise indicated in the Prospectus Supplement, Registered
Securities will be issued in denominations of $1,000 and whole multiples
thereof. One or more global Securities will be issued in a denomination or
aggregate denominations equal to the aggregate principal amount of outstanding
Debt Securities of the series to be represented by such global Security or
Securities.
Debt Securities may be issued under the Indenture as Discounted
Securities to be offered and sold at a substantial discount from the principal
amount thereof. Special United States federal income tax and other
considerations applicable thereto will be described in the Prospectus
Supplement relating to such Discounted Securities.
"Discounted Security" means a Debt Security where the amount of
principal due upon acceleration is less than the stated principal amount.
Certain Covenants
The Debt Securities will not be secured by any properties or assets and
will represent unsecured debt of the Company. The Indenture does not limit
the amount of unsecured debt that the Company can incur.
As discussed below, the Indenture includes certain limitations on the
Company's ability to create liens and to enter into sale and leaseback
transactions. However, such limitations will apply only to the extent the
Securities Resolution establishing the terms of a series so provides and, if
applicable, the limitations are subject to a number of qualifications and
exceptions. Accordingly, the covenants described below will apply unless
<PAGE>
otherwise indicated in a Prospectus Supplement, and any obligations thereunder
are subject to termination upon defeasance. See "Legal Defeasance and
Covenant Defeasance" below. Also, unless otherwise indicated in a Prospectus
Supplement, the covenants contained in the Indenture, if applicable, do not
afford holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
holders of the Debt Securities.
Limitation on Liens
Unless the Securities Resolution establishing the terms of a series
otherwise provides, the Debt Securities will be entitled to the benefit of a
covenant in the Indenture which provides that the Company shall not, and shall
not permit any Restricted Subsidiary to, incur any mortgage, pledge, security
interest or lien (collectively, "Lien") on Principal Property to secure a Debt
unless: (1) the Lien equally and ratably secures the Debt Securities and the
Debt provided that the Lien may not secure an obligation of the Company that
is subordinated to the Debt 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 and does not
extend to any other Principal Property (other than to unimproved real property
used for the construction or improvement) owned by the Company or a Restricted
Subsidiary at the time the Lien is incurred and which 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 designated to
insure employees of the Company against injury or occupational diseases, or
(c) Debt incurred to finance all or some of the purchase price or cost of
construction or improvement of the property subject to the Lien; (8) the Lien
secures Debt which is payable, both with respect to principal and interest,
solely out of the proceeds of oil, gas, coal or other minerals to be produced
from the property subject thereto and to be sold or delivered by the Company
or a Subsidiary, including any interest of the character commonly referred to
as a "production payment"; (9) the Lien is created or assumed by a Subsidiary
on oil, gas, coal or other mineral property owned or leased by a 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) provided that
<PAGE>
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) and the Lien may not extend beyond (a) the property
subject to the existing Lien (other than property that at the time is not
Principal Property) and (b) improvements and construction on such property;
(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 (excluding
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 the Indenture that would have been
permitted by any of those clauses if the Indenture had been in effect at the
time the Lien was incurred), provided that Attributable Debt for any lease
permitted by clause (3) under "Limitation on Sale and Leaseback" below must be
included in the determination and treated as Debt secured by a Lien on
Principal Property not otherwise permitted by any of clauses (1) through (10)
or (12); or (12) the Lien is a Permitted Lien. (Section 4.04)
"Attributable Debt" for a lease means, as of the date of determination,
the present value of net rent for the remaining term of the lease. Rent shall
be discounted to present value at a discount rate that is compounded
semiannually. The discount rate shall be 10% per annum or, if the Company
elects, the discount rate shall be equal to the weighted average Yield to
Maturity of the Debt Securities. Such average shall be weighted by the
principal amount of the Debt 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 Debt Securities were accelerated on
that date. (Section 4.01)
"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 clause
(11) of the first paragraph under "Limitation on Liens" above. (Section 4.01)
"Permitted Liens" include, among other items, the pledge or assignment
in the ordinary course of business of gas inventory, accounts receivable or
customers' installment paper. (Section 4.01)
<PAGE>
"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. (Section 4.01)
"Restricted Subsidiary" means a Wholly Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories and possessions) and owns a Principal Property. (Section 4.01)
Limitation on Sale and Leaseback
Unless the Securities Resolution establishing the terms of a series
otherwise provides, the Debt Securities will be entitled to the benefit of a
covenant in the Indenture which provides that 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)
under "Limitation on Liens" above 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: (1) Debt of
the Company that is subordinated to the Debt Securities; or (2) Debt, if paid
in cash, that is owned by the Company or a Restricted Subsidiary. (Section
4.05)
"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.
(Section 4.01)
Successor Obligor
Unless the Securities Resolution establishing the terms of a series
otherwise provides, the Debt Securities will be entitled to the benefit of a
covenant in the Indenture which provides that the Company will 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 the Indenture and the Debt
<PAGE>
Securities; (3) immediately after the transaction no Default (as defined)
exists; and (4) if as a result of the transaction, a Principal Property would
become subject to a Lien not permitted by the provisions described under
"Limitation on Liens" above, to the extent applicable, the Company or such
person secures the Debt Securities equally and ratably with or prior to all
obligations secured by the Lien. The successor will be substituted for the
Company, and thereafter all obligations of the Company under the Indenture and
the Debt Securities shall terminate. (Section 5.01)
Exchange of Securities
Registered Securities may be exchanged for an equal aggregate principal
amount of Registered Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the
Registered Securities at an agency of the Company maintained for such purpose
and upon fulfillment of all other requirements of the Transfer Agent.
(Section 2.07)
Defaults and Remedies
Unless the Securities Resolution establishing the terms of a series
otherwise provides, an "Event of Default" with respect to the series of Debt
Securities will occur if: (1) the Company defaults in any payment of interest
on any Debt 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 Debt 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 Debt Securities of a series as
required by the Securities Resolution establishing the terms of 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 in the
Indenture; (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
(d) makes a general assignment for the benefit of its creditors; or (6) a
court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that: (a) is for relief against the Company in an involuntary case,
(b) appoints a Custodian for the Company or for all or 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. (Section 6.01)
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.
<PAGE>
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 Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Debt Securities of
the series. Subject to certain limitations, holders of a majority in
principal amount of the Debt Securities of the series may direct the Trustee
in its exercise of any trust or power. The Trustee may withhold from Holders
of the series notice of any continuing default (except a default in payment of
principal or interest) if it determines that withholding notice is in their
interest.
The failure to redeem any Debt Security subject to a Conditional
Redemption is not an Event of Default if any event on which such redemption is
so conditioned does not occur before the redemption date.
The Indenture does not have a cross-default provision. Thus, a default
by the Company on any other debt (including any other series of Debt
Securities outstanding under the Indenture) would not constitute an Event of
Default.
Amendments and Waivers
The Indenture and the Debt Securities may be amended, and any default
may be waived as follows: The Debt Securities and the Indenture may be
amended with the consent of the holders of a majority in principal amount of
the Debt Securities of all series affected voting as one class.
(Section 9.02) A default on a series may be waived with the consent of the
holders of a majority in principal amount of the Debt Securities of the
series. (Section 6.04) However, without the consent of each Holder affected,
no amendment or waiver may (1) reduce the amount of Debt Securities whose
holders must consent to an amendment or waiver, (2) reduce the interest on or
change the time for payment of interest on any Debt Security, (3) change the
fixed maturity of any Debt Security, (4) reduce the principal of any Debt
Security or reduce the amount of principal of any Discounted Security that
would be due on acceleration thereof, (5) change the currency in which
principal or interest on a Debt Security is payable or (6) waive any default
in payment of interest on or principal of a Debt Security. (Section 9.02)
Without the consent of any Holder, the Indenture or the Debt Securities may be
amended (1) to cure any ambiguity, omission, defect or inconsistency, (2) to
provide for assumption of Company obligations to Holders in the event of a
merger or consolidation requiring such assumption, (3) to provide that
specific provisions of the Indenture not apply to a series of Debt Securities
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 Holder.
(Section 9.01)
<PAGE>
Legal Defeasance and Covenant Defeasance
Debt Securities of a series may be defeased in accordance with their
terms and, unless the Securities Resolution establishing the terms of the
series otherwise provides, as set forth below. The Company at any time may
terminate as to a series all of its obligations (except for certain
obligations with respect to the defeasance trust and obligations to register
the transfer or exchange of a Debt Security, to replace destroyed, lost or
stolen Debt Securities and to maintain agents in respect of the Debt
Securities) with respect to the Debt Securities of the series and the
Indenture ("legal defeasance"). The Company at any time may terminate as to a
series its obligations with respect to the Debt Securities of the series under
the covenants described under "Certain Covenants" or other covenants which may
be added for the benefit of a particular series of Debt Securities ("covenant
defeasance").
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 the covenants described under
"Certain Covenants" or other covenants which may be added for the benefit of a
particular series of Debt Securities. (Section 8.01)
To exercise its legal defeasance option as to a series, the Company must
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium, if any, and
interest on the Debt Securities of the series to redemption or maturity and
must comply with certain other conditions. In particular, the Company must
obtain an opinion of tax counsel that the defeasance will not result in
recognition of any gain or loss to Holders for Federal income tax purposes.
"U.S. Government Obligations" are direct obligations of the United
States of America which have the full faith and credit of the United States of
America pledged for payment and which are not callable at the issuer's option,
or certificates representing an ownership interest in such obligations.
(Section 8.02)
Trustee
United States Trust Company of New York will act as Trustee and
Registrar for Debt Securities issued under the Indenture and, unless otherwise
indicated in a Prospectus Supplement, the Trustee will also act as Transfer
Agent and Paying Agent with respect to the Debt Securities. (Section 2.03)
The Company may remove the Trustee with or without cause if the Company so
notifies the Trustee six months in advance and if no Default occurs or is
continuing during the six-month period. (Section 7.07)
<PAGE>
PLAN OF DISTRIBUTION
The Company may solicit offers from time to time to sell the Debt
Securities to, for reoffer to the public through, underwriting syndicates led
by one or more managing underwriters or through one or more underwriters
acting alone. The Debt Securities may be sold upon receipt of proposals
pursuant to competitive bidding, or as may otherwise be permitted, under the
Holding Company Act. The Company has also been authorized by the Commission
acting under the Holding Company Act to sell the Debt Securities through
negotiated transactions in public offerings through underwriters and
investment bankers, or to institutional investors in private placements. The
Company may also sell the Debt Securities through dealers or agents.
Any specific managing underwriter or underwriters with respect to the
offer and sale of the Debt Securities and the members of the underwriting
syndicate, if any, will be named in a Prospectus Supplement. Underwriters
will not be obligated to make a market in any of the Debt Securities. Unless
otherwise set forth in a Prospectus Supplement, underwriters will be obligated
to purchase all of the Debt Securities offered, subject to certain conditions
precedent.
The Prospectus Supplement will describe the discounts and commissions to
be allowed or paid to underwriters, if any, all other items constituting
underwriting compensation, the discounts and commissions to be allowed or paid
to dealers and agents, if any, and the exchanges, if any, on which the Debt
Securities will be listed.
Underwriters, dealers and agents may be entitled, under agreements to be
entered into with the Company, to indemnification against or to contribution
with respect to certain civil liabilities, including liabilities under the
Securities Act of 1933, as amended.
LEGAL OPINIONS
The legality of the Debt Securities will be passed upon for the Company
by Stephen E. Williams, Senior Vice President and General Counsel of the
Company and of its subsidiary, Consolidated Natural Gas Service Company, Inc.,
CNG Tower, Pittsburgh, Pennsylvania 15222-3199, and Norbert F. Chandler,
counsel for the Company and a General Attorney of such subsidiary, CNG Tower,
Pittsburgh, Pennsylvania 15222-3199, or either of them. At January 31, 1995,
Mr. Williams owned directly and/or beneficially 11,935 shares of the Company's
common stock and has been granted pursuant and subject to the terms of the
Company's long-term incentive plans, restricted stock awards of 508 shares and
options on 25,370 shares. As of the same date, Mr. Chandler directly and/or
beneficially owned 3,330 shares of the Company's common stock and options on
8,370 shares under such long-term incentive plans. Certain legal matters in
connection with the Debt Securities will be passed upon by Cahill Gordon &
Reindel, a partnership including a professional corporation, Eighty Pine
Street, New York, New York 10005, for the underwriters or purchasers.
<PAGE>
EXPERTS
The consolidated financial statements of Consolidated Natural Gas
Company and its Subsidiaries, which are incorporated by reference in this
Prospectus from the Company's Annual Report on Form 10-K, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The estimates of gas and oil reserves included in such Annual Report are
incorporated in this Prospectus by reference in reliance upon the report of
Ralph E. Davis Associates, Inc., independent geologists, as experts.
The estimates of recoverable raw coal reserves included in such Annual
Report are incorporated in this Prospectus by reference in reliance upon the
report of John T. Boyd Company, mining engineers and geologists, as experts.
<PAGE>
No dealer, salesman, or any
person has been authorized to
give any information or to
make any representation not
contained in this Prospectus Consolidated Natural Gas
and, if given or made, such Company
information or representation
must not be relied upon as
having been authorized by the
Company or by any underwriter.
This Prospectus is not an
offer to sell, or a
solicitation of an offer to
buy, in any jurisdiction in
which it is unlawful to make
such an offer or solicitation. PROSPECTUS
Neither the delivery of this
Prospectus nor any sale made
hereunder shall under any
circumstances create any ________________
implication that there has
been no change in the affairs
of the Company since the date
hereof.
Debt Securities
TABLE OF CONTENTS
March 14, 1995
Page
Available Information . . 2
Documents Incorporated by
Reference . . . . . . . 2
The Company and its
Subsidiaries . . . . . 2
Use of Proceeds . . . . . 3
Certain Terms and Descriptions
of Debt Securities and
Indenture . . . . . . . 3
Plan of Distribution . . 9
Legal Opinions . . . . . 9
Experts . . . . . . . . . 10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is an itemized statement of the estimated amounts
of all expenses in connection with the issuance and distribution of the
Debt Securities assuming a sale through three separate offerings:
Filing Fees, Securities and Exchange Commission ...... $137,932
Printing of Registration Statement, Prospectus,
Indenture, Definitive Securities, Purchase
Agreement and other Miscellaneous Papers .......... 100,000
Trustee's Acceptance and other Charges ............... 10,000
Legal Fees of Counsel for the Trustee ................ 5,000
Independent Accountants' Fees and Expenses ........... 70,000
Rating Fees (Moody's Investors Service, Inc.,
Standard & Poor's Corporation, Duff & Phelps,
Inc., Fitch Investors Service, Inc.) .............. 230,000
Blue Sky Legal Fees and Expenses ..................... 12,000
Service Charges (including legal fees),
Consolidated Natural Gas Service Company,
Inc. .............................................. 25,000
Other Miscellaneous Expenses ......................... 10,000
Total Expenses ............................. $599,932
Item 15. Indemnification of Directors and Officers
Article Fourteenth of the Company's Certificate of
Incorporation reads as follows:
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<PAGE>
"FOURTEENTH. To the full extent that the General
Corporation Law of the State of Delaware, as the same now
exists, permits elimination or limitation of the liability
of directors, no director of the Corporation shall be liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for lia-
bility (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an
improper personal benefit.
To the full extent permitted by law, all directors of the
Corporation shall be afforded any exemption from liability
or limitation of liability permitted by any subsequent
enactment, modification or amendment of the General
Corporation Law of the State of Delaware.
Any repeal or modification of either or both of the
foregoing paragraphs by the stockholders of the Corporation
shall not adversely affect any exemption from liability,
limitation of liability, or other right of a director of the
Corporation with respect to any matter occurring prior to
such repeal or modification."
The Bylaws of the Company provide as follows:
A. Each person who at any time is, or shall have been a
director, officer, or employee of the Corporation, or serves or has served
as a director, officer, employee, fiduciary or other representative of
another company, partnership, joint venture, trust, association or other
enterprise (including any employee benefit plan), where such service was
specifically requested by the Corporation in accordance with (E) below, or
the established guidelines for participation in outside positions (such
service hereinafter being referred to as "Outside Service"), and is
threatened to be or is made a party to any threatened, pending or completed
claim, action, suit or proceeding, whether civil, criminal, administrative
or investigative ("Proceeding"), by reason of the fact that he is, or was,
a director, officer, or employee of the Corporation or a
II-2
<PAGE>
director, officer, employee, fiduciary or other representative of such
other enterprise, shall be indemnified against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement ("Loss")
actually and reasonably incurred by him in connection with any such
Proceeding to the full extent permitted under the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said Law permitted the Corporation to provide prior to such
amendment). The Corporation shall indemnify any person seeking indemnity
in connection with any Proceeding (or part thereof) initiated by such
person only if such Proceeding (or part thereof) initiated by such person
was authorized by the Board of Directors of the Corporation. With respect
to any Loss arising from Outside Service, the Corporation shall provide
such indemnification only if and to the extent that (i) such other company,
partnership, joint venture, trust, association or enterprise is not legally
permitted or financially able to provide such indemnification, and
(ii) such Loss is not paid pursuant to any insurance policy other than any
insurance policy maintained by the Corporation.
B. The right to be indemnified pursuant to the Bylaws shall
include the right to be paid by the Corporation for expenses, including
attorney's fees, incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that the payment of such expenses
in advance of the final disposition of such Proceeding shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
director, officer, or employee, in which such director, officer or employee
agrees to repay all amounts so advanced if it should be determined
ultimately that such director, officer or employee is not entitled to be
indemnified under applicable law.
C. The right of any director or officer (but not employee)
to be indemnified or to the reimbursement or advancement of expenses
pursuant to the Bylaws (i) is a contract right based upon good and valuable
consideration, pursuant to which the person entitled thereto may bring suit
as if the provisions hereof were set forth in a separate written contract
between the Corporation and the director or officer, and (ii) shall
continue to exist after the rescission or restrictive modification hereof
with respect to events occurring prior thereto.
II-3
<PAGE>
D. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to the Bylaws shall in no way be exclusive
of any other rights of indemnification or advancement to which any such
director, officer or employee may be entitled, under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be
a director, officer or employee and shall inure to the benefit of the
heirs, executors and administrators of such person.
E. Any person who is serving or has served as a director,
officer, employee or fiduciary of (i) another corporation of which a
majority of the shares entitled to vote in the election of its directors is
held by the Corporation at the time of such service, or (ii) any employee
benefit plan of the Corporation or of any other such corporation, shall be
deemed to be doing or have done so at the request of the Corporation.
The Delaware General Corporation Law, Section 145, provides
that a Delaware corporation has power to indemnify its officers, directors,
employees and agents.
The Company purchases directors' and officers' liability
insurance.
Item 16. Exhibits
*1 - Standard Purchase Agreement Provisions - Debt
Securities Including Form of Purchase Agreement.
*4 - Form of Indenture between Consolidated Natural Gas
Company and United States Trust Company of New York.
*5 - Opinion of Counsel for Consolidated Natural Gas Company
as to the legality of the securities being registered.
**12 - Computation of Ratio of Earnings to Fixed Charges for
the calendar years 1989-1993, inclusive (incorporated
herein by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993 (File
No. 1-3196), Exhibit 12).
II-4
<PAGE>
**23(A) - Consent of Independent Accountants (incorporated herein
by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1993 (File
No. 1-3196), Exhibit 23(C)).
**23(B) - Consent of Independent Geologists (incorporated herein
by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1993 (File
No. 1-3196), Exhibit 23(A)).
**23(C) - Consent of Mining Engineers and Geologists
(incorporated herein by reference to the Company's
Annual Report on Form 10-K for the year ended December
31, 1993 (File No. 1-3196), Exhibit 23(B)).
*23(D) - The consents of Stephen E. Williams and/or Norbert F.
Chandler are set forth in the opinion filed as
Exhibit 5.
*24 - Power of Attorney.
*25 - Statement of Eligibility of Trustee.
* Filed herewith.
** Previously filed.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
II-5
<PAGE>
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (l)(i) and (l)(ii) do not
apply if the registration statement is on Form S-3 and the
information required to be included in a post-effective
amendment is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) In the event that the terms of any offers and sales of
the Securities are determined by competitive bidding (i) to use its
best efforts to distribute, prior to the opening of bids, to
prospective bidders, underwriters and dealers a reasonable number of
copies of a prospectus which at the time meets the requirements of
section 10(a) of the Securities Act of 1933, and relating to the
securities offered at competitive bidding, as contained in the
registration statement together with any supplements thereto and (ii)
to file an amendment to the registration statement reflecting the
results of competitive bidding,
II-6
<PAGE>
the terms of the reoffering and related matters to the extent
required by the applicable form, not later than the first use
authorized by the issuer after the opening of bids of a prospectus
relating to the securities offered at competitive bidding, unless no
further public offering of such securities by the issuer and no
reoffering of such securities by the purchasers is proposed to be
made.
(6) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company, pursuant to the provisions
described under Item 15 above, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director or officer of
the Company in the successful defense of any action, suit or
proceeding) is asserted by such director or officer in connection
with the securities being registered hereby and the Securities and
Exchange Commission is still of the same opinion, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in said Act and will be governed by the final
adjudication of such issue.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this registration statement or amendment to the registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pittsburgh, Commonwealth of Pennsylvania, on the 14th day of
March, 1995.
CONSOLIDATED NATURAL GAS COMPANY
(Registrant)
/s/ L.D. Johnson
L.D. Johnson
Vice Chairman of the Board and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment to the registration statement has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
L.D. Johnson Vice Chairman of the
Board and Chief
Financial Officer
(Principal Financial
Officer) and Director
George A. Davidson, Jr. Chairman of the Board, ) March 14, 1995
Chief Executive ) L.D. Johnson,
Officer (Principal ) As Attorney-in-Fact
Executive Officer) )
and Director )
)
II-8
<PAGE>
Signature Title Date
S.R. McGreevy Vice President,
Accounting and
Financial Control
(Principal Accounting )
Officer) )
)
)
William S. Barrack, Jr. Director )
)
)
J.W. Connolly Director )
)
)
Ray J. Groves Director )
)
)
Paul E. Lego Director )
)
)
Theodore Levitt Director )
)
)
Margaret A. McKenna Director )
)
)
Steven A. Minter Director )
)
)
Walter R. Peirson Director ) March 14, 1995
)
)
Richard P. Simmons Director )
)
)
Lois Wyse Director )
II-9
<PAGE>
INDEX OF EXHIBITS
*1 - Standard Purchase Agreement Provisions -
Debt Securities Including Form of Purchase
Agreement.
*4 - Form of Indenture between Consolidated
Natural Gas Company and United States
Trust Company of New York.
*5 - Opinion of Counsel for Consolidated
Natural Gas Company as to the legality of
the securities being registered.
**12 - Computation of Ratio of Earnings to Fixed
Charges for the calendar years 1989-1993,
inclusive (incorporated herein by
reference to the Company's Annual Report
on Form 10-K for the year ended
December 31, 1993 (File No. 1-3196),
Exhibit 12).
**23(A) - Consent of Independent Accountants
(incorporated herein by reference to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File
No. 1-3196), Exhibit 23(C)).
**23(B) - Consent of Independent Geologists
(incorporated herein by reference to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File
No. 1-3196), Exhibit 23(A)).
**23(C) - Consent of Mining Engineers and Geologists
(incorporated herein by reference to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1993 (File
No. 1-3196), Exhibit 23(B)).
*23(D) - The consents of Stephen E. Williams and/or
Norbert F. Chandler are set
<PAGE>
forth in the opinion filed as Exhibit 5.
*24 - Power of Attorney.
*25 - Statement of Eligibility of Trustee.
* Filed herewith.
** Filed previously.
-ii-
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS-DEBT SECURITIES
INCLUDING FORM OF PURCHASE AGREEMENT
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
STANDARD PURCHASE AGREEMENT PROVISIONS -DEBT SECURITIES
From time to time, Consolidated Natural Gas Company, a Delaware
corporation ("Company"), may enter into purchase agreements that provide for
the sale of designated securities to the purchaser or purchasers named
therein. The standard provisions set forth herein may be incorporated by
reference in any such purchase agreement ("Purchase Agreement"). The
Purchase Agreement, including the provisions incorporated therein by refer-
ence, is herein sometimes referred to as "this Agreement". Unless otherwise
defined herein, terms defined in the Purchase Agreement are used herein as
therein defined.
1. Introductory. The Company proposes to issue and sell from
time to time debt securities registered under the registration statement
referred to in Section 2(a) ("Securities"). The Securities will be issued
under an Indenture, dated as of March 1, 1995 between the Company and United
States Trust Company of New York, as Trustee, Securities Resolutions (as
defined in such Indenture), including a Securities Resolution pertaining to
the particular series of Securities involved in the offering ("Indenture"),
and will have varying designations, interest rates and times of payment of
any interest, maturities, redemption provisions and other terms, with all
such terms for any particular series of the Securities being determined at
the time of the sale. The Securities involved in any such offering are
hereinafter referred to as the "New Securities", and the purchaser or
purchasers, as the case may be, which agree to purchase the same are herein-
after referred to as the "Purchasers" of such New Securities. The terms
"you" and "your" refer to those Purchasers who sign the Purchase Agreement
either on behalf of themselves only or on behalf of themselves and as
representatives of the several Purchasers named in Schedule A thereto
("Schedule A"), as the case may be, unless one of such Purchasers shall have
been appointed representative ("Representative") of all of the Purchasers who
sign the Purchase Agreement, in which case, the terms "you" and "your" shall
mean such Purchaser acting in its capacity as Representative.
2. Representations and Warranties of the Company. The Company
represents and warrants to and agrees with each Purchaser that:
(a) A registration statement on Form S-3 relating to the Securi-
ties including a prospectus and all documents incorporated by reference
therein has been filed with the Securities and Exchange Commission
("Commission") and has become effective. Such registration statement,
including the prospectus set forth therein, as amended by a prospectus
supplement with respect to the offering of New Securities referred to in
Section 1 and all prior amendments and supplements thereto (other than
supplements and amendments relating to Securities that are not New
Securities), including all documents filed as a part thereof or incorpo-
rated therein, is hereinafter referred to as the "Registration State-
ment" and such prospectus, as so amended or supplemented (including all
<PAGE>
material incorporated by reference therein) is hereinafter referred to
as the "Prospectus".
(b) The Registration Statement and the Prospectus in all material
respects comply with the provisions of the Securities Act of 1933, as
amended ("Act"), and the applicable rules and regulations of the Commis-
sion thereunder ("Rules and Regulations") and the Trust Indenture Act of
1939 ("Trust Indenture Act"); the Registration Statement does not
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and the Prospectus does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading and all documents incorporated therein by reference
pursuant to Item 12 of Form S-3 as of the respective dates on which they
were filed complied in all material respects with the requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the pertinent published rules and regulations thereunder (the
"Exchange Act Rules and Regulations") and, on said dates, and at the
time of purchase, when read together with the Prospectus, or the Pro-
spectus as it may be otherwise amended or supplemented, will not contain
an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of circumstances under which they were made, not
misleading, except that the Company makes no warranty or representation
to any Purchaser with respect to any statement contained in or any
matter omitted from the Registration Statement or Prospectus, which
statements were made, or matters omitted, in reliance upon and in
conformity with information furnished in writing to the Company through
you for use in the Registration Statement and Prospectus.
(c) The Commission has issued an order under the Public Utility
Holding Company Act of 1935 ("PUHCA") permitting to become effective the
Form U-1 Declaration filed by the Company with respect to the issue and
sale of the Securities (including the New Securities), such order being
subject, however, to such supplemental orders, if any, as the Commission
may issue under PUHCA. A copy of such order heretofore issued by the
Commission has been or will be delivered to the Purchasers.
(d) Except as otherwise contemplated herein, no approval, authori-
zation, consent, certificate or order of any State commission or regula-
tory authority is necessary with respect to the issuance or the sale of
the New Securities by the Company.
(e) Since the respective dates as of which information is given in
the Registration Statement and Prospectus, there has been no material
and unfavorable change in the condition of the Company and its subsid-
iaries, on a consolidated basis, financial or otherwise, other than as
referred to in the Registration Statement and Prospectus.
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<PAGE>
(f) The consummation of the transactions herein contemplated and
the performance by the Company of the terms of this Agreement will not
result in the breach by the Company of any terms of, or constitute a
default under, any other agreement or undertaking of the Company.
3. Delivery and Payment. Payment for the New Securities shall be
made to the Company or its order by certified or official bank check or
checks payable in New York Clearinghouse funds (unless otherwise specified in
the Purchase Agreement, in which case payment shall be made as so specified)
at the office of the Company, 44 Wall Street, New York, New York 10005
(unless another place is specified in the Purchase Agreement, in which case
such payment shall be made at the place so specified), against the delivery
of the New Securities at said office to the Purchasers or you for the
respective accounts of the Purchasers. Such payment and delivery shall be
made at 10:00 A.M., New York time, on the date set forth in the Purchase
Agreement, unless another time shall be agreed to by the Company and by you
or unless postponed in accordance with the provisions of Section 8 hereof.
The time at which payment and delivery are actually made is hereinafter
sometimes called "time of purchase". You shall specify the denominations of
the New Securities to be delivered and the name and address in which each New
Security is to be registered, by notice delivered to the Company not later
than 10:00 A.M., New York time, on the third business day preceding the time
of purchase. For the purpose of expediting the checking of the New Securi-
ties by you, the Company agrees to make the New Securities available to you,
at an office in New York City designated by the Trustee, not later than 2:00
P.M., New York time, on the first business day preceding the time of pur-
chase.
4. Covenants of the Company. The Company covenants and agrees
with the several Purchasers:
(a) To advise you promptly of any proposal to amend or supplement
the Registration Statement or the Prospectus with respect to any New
Securities at any time when a prospectus relating to such New Securities
is required to be delivered under the Act and will furnish to you a copy
of each such proposed amendment or supplement prior to the filing
thereof;
(b) If at any time when a Prospectus relating to the New Securi-
ties is required to be delivered under the Act any event occurs as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact, or omit to state any
material fact necessary to make the statements therein, in the light of
circumstances under which they were made, not misleading, or if it is
necessary at any time to amend or supplement the Registration Statement
or the Prospectus to comply with the Act, to promptly prepare and file
with the Commission an amendment or supplement which will correct such
statement or omission or an amendment which will effect such compliance;
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<PAGE>
(c) To furnish to you copies of the registration statement relat-
ing to the Securities as originally filed and all amendments thereto (at
least one of which will be as filed with the Commission via EDGAR and
will include all exhibits except those incorporated by reference to
previous filings with the Commission), a copy of each consent and
certificate of independent accountants and of each other person whose
profession gives authority to statements made by him and who is named in
the Registration Statement as having prepared, certified or reviewed any
part thereof, each related prospectus, the Prospectus, and all amend-
ments and supplements to such documents (except supplements relating to
Securities that are not New Securities) as filed with the Commission via
EDGAR, in each case as soon as available and in such quantities as you
may reasonably request for the purpose contemplated by the Act and to
furnish to you sufficient copies of the foregoing (including copies of
the Registration Statement (other than exhibits and consents filed as
exhibits to the Registration Statement)) for distribution of two copies
of the Registration Statement and a sufficient number of copies of the
Prospectus to each of the other Purchasers;
(d) To furnish such proper information as may be required and
otherwise to cooperate in qualifying the New Securities for sale and in
determining their eligibility for investment under the laws of such
jurisdictions as you may designate and to pay or reimburse you for
expenses and reasonable legal fees incurred in connection therewith,
provided, that the Company shall not be required to qualify as a foreign
corporation or to file a consent to service of process in any state;
(e) To advise you promptly (confirming such advice in writing) of
any request made by the Commission for amendments to the Registration
Statement or Prospectus or for additional information with respect
thereto or of notice of institution of proceedings for, or the entry of,
a stop order suspending the effectiveness of the Registration Statement,
and if such a stop order should be entered by the Commission, to make
every reasonable effort to obtain the lifting or removal thereof as soon
as possible;
(f) For a period of five years from the date hereof to furnish to
you and to each other Purchaser who may so request (i) as soon as
practicable after the close of each fiscal year a copy of the Company's
annual report to stockholders for such year; (ii) as soon as available,
a copy of each report or definitive proxy statement of the Company filed
with the Commission under the Exchange Act or mailed to stockholders;
and (iii) copies of documents, reports and information furnished to
Securityholders pursuant to the provisions of the Indenture;
(g) During such period of time after the effective date of the
Registration Statement as the Purchasers are required by law to deliver
a prospectus in connection with any sale of the New Securities contem-
plated by the Prospectus, if any event relating to or affecting the
Company or of which the Company shall be advised in writing by you shall
-4-
<PAGE>
occur which in the Company's opinion should be set forth in a supplement
or amendment to the Prospectus in order to make the Prospectus not
misleading in the light of the circumstances when it is delivered to a
Purchaser, to amend or supplement the Prospectus by either (i) preparing
and filing with the Commission and furnishing to you at the Company's
expense a reasonable number of copies of a supplement or supplements or
an amendment or amendments to the Prospectus or (ii) making an appropri-
ate filing pursuant to Section 13 or 14 of the Exchange Act, which will
supplement or amend the Prospectus so that, as supplemented or amended,
it will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances
when the Prospectus is delivered to a Purchaser, not misleading; provid-
ed that should such event relate solely to the activities of any of the
Purchasers, then the Purchasers shall assume the expense of preparing
any such amendment or supplement;
(h) During such period of time after the date hereof as a prospec-
tus relating to the New Securities is required to be delivered under the
Act, to file promptly all documents required to be filed with the
Commission pursuant to Section 13 or 14 of the Exchange Act;
(i) To make generally available to its securityholders (as contem-
plated by Rule 158 of the Rules and Regulations or otherwise) a consoli-
dated earnings statement of the Company and its subsidiaries covering a
twelve-month period beginning the first day of the first fiscal quarter
occurring after the effective date of the Registration Statement, as
soon as reasonably practicable after the termination of such twelve-
-month period;
(j) To pay all expenses, fees and taxes, other than transfer
taxes, in connection with (i) the preparation and filing of the Regis-
tration Statement and Prospectus, any documents incorporated by refer-
ence therein at or after the date thereof and any amendments or supple-
ments thereto, (ii) the issue, sale and delivery of the New Securities
to the Purchasers, (iii) the qualification of the New Securities for
sale and the determination of their eligibility for investment under
laws as aforesaid, and (iv) the furnishing of the opinions (other than
the opinion of Counsel for the Purchasers) and certificates referred to
in Section 5 hereof;
(k) To pay the fees and expenses of Cahill Gordon & Reindel
(herein called "Counsel for the Purchasers") and to reimburse the
Purchasers for their reasonable out-of-pocket expenses incurred in
contemplation of the performance of this Agreement, in the event that
the New Securities are not delivered to and taken up and paid for by the
Purchasers hereunder for any reason whatsoever except the failure or
refusal of any Purchaser to take up and pay for the New Securities for
some reason not permitted by the terms of this Agreement. The Purchas-
-5-
<PAGE>
ers agree to pay the fees and expenses of Counsel for the Purchasers in
any other event;
(l) To apply the net proceeds from the sale of New Securities,
together with other funds of the Company, as set forth under the heading
"Use of Proceeds" in the Prospectus;
(m) If a public offering of the New Securities is to be made
(unless the Purchase Agreement shall provide otherwise), to use its best
efforts to list the New Securities on the New York Stock Exchange; and
(n) If a public offering of the New Securities is to be made, not
to offer or sell any of the Company's debt securities which are similar
to the New Securities prior to ten business days after the time of
purchase without your consent.
5. Conditions of Purchasers' Obligations. The several obliga-
tions of the Purchasers hereunder are subject to the following conditions:
(a) That at the time of purchase you shall be furnished with
signed copies of the following, addressed to the Purchasers and with
photostatic copies or signed or conformed counterparts thereof for each
of the other Purchasers:
(i) An opinion of counsel to the Company, stating in sub-
stance:
(A) That the Company has been duly incorporated and is
at the time of purchase validly existing as a corporation in
good standing under the laws of the State of Delaware, with
charter power to carry on the business in which it is now
engaged;
(B) That the subsidiaries of the Company named in the
Prospectus are validly organized and existing under the laws
of the respective jurisdictions in which they are incorporated
and that all of the outstanding capital stock of each such
subsidiary company is owned by the Company and is not subject
to any lien or encumbrance;
(C) That this Agreement has been duly authorized, exe-
cuted and delivered by the Company;
(D) That the Indenture has been duly authorized, execut-
ed and delivered by the Company and is a valid instrument,
legally binding upon the Company, that the New Securities have
been duly authorized and issued and constitute the legal,
valid and binding obligations of the Company and are entitled
to the benefits provided by the Indenture, except, in each
case, as limited by bankruptcy, insolvency, reorganization or
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<PAGE>
similar laws affecting creditors' rights generally, and that
the remedy of specific performance and other forms of equita-
ble relief are subject to the discretion of the court before
which any proceeding may be brought;
(E) That the New Securities conform in all material
respects as to legal matters with the statements concerning
the New Securities in the Prospectus;
(F) That the statements of the law and legal conclusions
in the Prospectus set forth in the section "The Company and
Its Subsidiaries", "Certain Terms and Descriptions of Debt
Securities and Indenture" and, in the Annual Report of the
Company on Form 10-K incorporated by reference in the Prospec-
tus (in the sections "[insert appropriate sections of 10-K]"),
are to the best of the knowledge of said counsel true and
accurate and do not omit to state any material facts required
to be stated therein or necessary to make such statements not
misleading;
(G) That (i) the Registration Statement and the Prospec-
tus and any amendment or supplement thereto (other than the
financial statements and other financial and statistical
information contained therein, as to which such counsel need
express no opinion) comply as to form with the requirements of
Form S-3, the Rules and Regulations and the Trust Indenture
Act; (ii) the documents incorporated by reference in the
Prospectus at the time the Registration Statement became
effective and at the time of purchase (other than the finan-
cial statements and other financial and statistical informa-
tion contained therein, as to which such counsel need express
no opinion) complied when filed pursuant to the Exchange Act
as to form with the requirements of the Exchange Act and the
Exchange Act Rules and Regulations; and (iii) the Indenture
has been duly qualified under the Trust Indenture Act;
(H) The original order of the Commission referred to in
subsection (c) of Section 2 of this Agreement has been ob-
tained and, to the best of the knowledge of said counsel, is
in full force and effect; any required supplemental order of
the Commission, referred to in subsection (c) of Section 2 of
this Agreement, has been duly issued and, to the best of the
knowledge of said counsel, is in full force and effect; and no
further approval, authorization, consent, certificate or order
of any Federal commission or regulatory authority is necessary
with respect to the execution and delivery of the Indenture or
the issue and sale of the New Securities by the Company as
contemplated in this Agreement;
-7-
<PAGE>
(I) That all contracts of the Company and its subsidiar-
ies that are required to be filed as exhibits to the Registra-
tion Statement under the Act and the Rules and Regulations
have been so filed, and that to the extent required all mate-
rial contracts of the Company and its subsidiaries have been
properly described in the Registration Statement and Prospec-
tus; and
(J) That such counsel has participated in the prepara-
tion of the Registration Statement and Prospectus and no facts
have come to the attention of such counsel to lead such coun-
sel to believe that either the Registration Statement or the
Prospectus at the time the Registration Statement or any
amendment thereto became effective, or the Prospectus or any
amendment or supplement thereto when the Prospectus or such
amendment or supplement was filed, or the Prospectus as it may
be amended or supplemented as of the time of purchase, con-
tains an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(ii) An opinion of Counsel for the Purchasers as to matters
referred to in paragraph (a)(i) of this Section 5 under the sub-
headings (C), (D), (E), the third clause of (G) and (H) (except for
the third clause, in lieu of which such counsel shall state that
they are not aware of any approval of any other regulatory body
being so required), and that the Registration Statement and the
Prospectus, as of the date the Registration Statement became
effective (other than the financial statements and other financial
and statistical information contained therein, Exhibit 12 to the
Registration Statement and the Form T-1 of the Trustee, as to which
such counsel need express no opinion), appear to comply as to form
in all material respects with the requirements of Form S-3 and the
Rules and Regulations and the Trust Indenture Act. In addition
such counsel shall state that they have participated in conferences
with officers and other representatives of the Company, counsel for
the Company and representatives of the independent accountants of
the Company at which the contents of the Registration Statement and
Prospectus and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility
for the accuracy, completeness or fairness of the statements
contained in the Registration Statement and Prospectus (except as
to the matters referred to in paragraph (a)(i) of this Section 5
under subheading (E)), on the basis of the foregoing (relying as to
materiality to a large extent upon the opinions of officers,
counsel and other representatives of the Company), no facts have
come to the attention of such counsel which lead them to believe
that the Registration Statement or any amendment thereto when such
Registration Statement or amendment became effective or the Pro-
spectus or any supplement thereto when such supplement was filed
-8-
<PAGE>
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in
which they were made, not misleading (it being understood that such
counsel need make no comment with respect to the financial state-
ments and other financial and statistical data included in the
Registration Statement or Prospectus, Exhibit 12 to the Registra-
tion Statement, and the Form T-1 of the Trustee); and
(iii) A letter, dated the time of purchase addressed to
the Purchasers from the independent accountants for the Company to
the effect that:
(A) they are independent accountants within the meaning
of the Act and the Rules and Regulations;
(B) in their opinion, the consolidated financial state-
ments audited by them and incorporated by reference in the
Registration Statement comply as to form in all material
respects with the applicable accounting requirements of the
Act and the Rules and Regulations with respect to registration
statements on Form S-3;
(C) on the basis of procedures (but not an examination
in accordance with generally accepted auditing standards)
consisting of:
(1) reading the minutes of meetings of the stock-
holders and the Board of Directors of the Company and its
consolidated subsidiaries since December 31, of the most
recent preceding year as set forth in the minute books,
but in no event through a specified date not more than
five business days prior to the date of delivery of such
letter;
(2) reading the unaudited consolidated balance
sheets and the unaudited consolidated statements of
income, of cash flows and of retained earnings for the
periods included in the Company's quarterly reports on
Form 10-Q for the current year (for the quarters ended
March 31, June 30 and September 30, as the case may be),
incorporated by reference in the Registration Statement;
(3) reading the unaudited consolidated financial
data of the Company and subsidiaries for the period from
the latest quarterly reporting period to the date of the
latest available interim data, furnished by the Company,
officials of the Company having advised them that no such
consolidated financial data as of any date or for any
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<PAGE>
period subsequent to such latest date were available; and
(4) making inquiries of certain officials of the
Company who have responsibility for financial and ac-
counting matters regarding the specific items for which
representations are requested below;
nothing has come to their attention as a result of the foregoing
procedures that caused them to believe that:
(a) the unaudited condensed consolidated data statements
incorporated by reference in the Registration Statement
do not comply as to form in all material respects with
the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the Exchange Act Rules
and Regulations or said financial data are not stated on
a basis substantially consistent with that of the audited
financial statements incorporated by reference in the
Registration Statement;
(b) for the period from the date of the latest quarterly
report on Form 10-Q to the date of the latest available
unaudited consolidated income statement read by such
accountants, there were any decreases, as compared with
the corresponding period of the prior year, in consoli-
dated total operating revenue, in operating income or in
net income, except in all instances for decreases which
the Registration Statement discloses have occurred or may
occur, or they shall state any specific decreases;
(c) at the date of the latest available balance sheet read by
such accountants, and at a subsequent specified date not
more than five days prior to the date of delivery of such
letter, there was any change in common stock or long-term
debt of the Company, or any decrease in total stock-
holders' equity as compared with amounts shown on the
latest unaudited condensed consolidated balance sheet
included in the Registration Statement (including docu-
ments incorporated by reference), [except as to dividends
on common stock that have been declared in the normal
course of business, amortization of long-term debt dis-
count or premium, the retirement of long-term debt to
satisfy mandatory sinking fund requirements, and the
issuance of common stock in connection with the Company's
long-term incentive plans and thrift plans,]1 or, from
the date of the latest available unaudited condensed
1 Relevant exceptions will be stated.
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<PAGE>
consolidated income statement read by such accountants to
the subsequent specified date, any decreases, as compared
with the corresponding period in the preceding year, in
consolidated total operating revenues, in operating
income or in net income, except in all instances for
changes or decreases which the Registration Statement
(including documents incorporated by reference) discloses
have occurred or may occur, or except as otherwise noted
in such letter.
(D) the specified dollar amounts (or percentages derived from
such dollar amounts) under captions specified by the purchasers and
agreed to by such independent accountants contained in the Regis-
tration Statement (including documents incorporated by reference),
in each case to the extent that such dollar amounts and percentages
are obtained from the general accounting records of the Company and
its subsidiaries subject to the internal controls of the Company's
accounting system or are derived directly from such records by
analysis or computation, is in agreement with such records or
computations made therefrom, except as otherwise specified in such
letter;
(b) That no amendment to the Registration Statement in the form in
which the Registration Statement is effective at the date of this
Agreement, filed subsequent to the execution of this Agreement, or
supplement to the Prospectus constituting a part of such Registration
Statement, filed subsequently to the execution of this Agreement, shall
contain information substantially different from that contained in such
Registration Statement or Prospectus which shall be unsatisfactory in
substance to you or unsatisfactory in form to Counsel for the Purchas-
ers;
(c) That prior to the time of purchase, no stop order with respect
to the effectiveness of the Registration Statement shall have been
issued under the Act by the Commission or proceedings therefor initiated
or threatened; that at the time of purchase the Registration Statement,
as amended or supplemented, shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
that the Prospectus, as amended or supplemented, shall not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(d) That since the respective dates as of which information is
given in the Registration Statement and Prospectus and prior to the time
of purchase, no material and unfavorable change in the condition of the
Company and its subsidiaries on a consolidated basis, financial or
otherwise, shall have taken place (other than as referred to in the
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<PAGE>
Registration Statement and Prospectus); and the Company will, at the
time of purchase, deliver to you, with photostatic copies for delivery
to each of the Purchasers, a certificate of its Chairman of the Board or
its President or a Vice President and its Treasurer or an Assistant
Treasurer that such a change has not occurred;
(e) That subsequent to the date of this Agreement and prior to the
time of purchase there shall not have occurred (i) any downgrading in
the rating of any debt securities of the Company by any "nationally
recognized statistical rating organization" (as defined for purposes of
Rule 436(g) under the Act); (ii) any banking moratorium declared by
Federal or New York authorities; or (iii) any outbreak or escalation of
major hostilities in which the United States is involved, any declara-
tion of war by Congress or any other substantial national or interna-
tional calamity or emergency if, in your reasonable judgment, the effect
of any such outbreak, escalation, declaration, calamity or emergency
makes it impractical or inadvisable to proceed with completion of the
sale of and payment for the New Securities; and
(f) That the Company shall have performed such of its obligations
under this Agreement as are to be performed by the terms hereof at or
before the time of purchase.
6. Conditions of Company's Obligations. The obligations of the
Company with respect to the delivery of New Securities shall be subject to
the following conditions:
(a) That prior to the time of purchase, no stop order with respect
to the effectiveness of the Registration Statement shall have been
issued under the Act by the Commission or proceedings therefor initiated
or threatened; and
(b) That no order or supplement to any order of the Commission
relating to the issue or sale of the New Securities or to the applica-
tion of the proceeds thereof shall contain any conditions or provisions
that are not acceptable to the Company, it being understood that no
order in effect as of the date of this Agreement contains any such
unacceptable conditions or provisions.
7. Termination of Agreement. If a public offering of the New
Securities is to be made by the Purchasers, this Agreement may be terminated
at any time prior to 5:30 P.M., New York time, on the first business day
following the date of this Agreement (but not after the initial public
offering of the New Securities) by you with the consent of the Purchasers
(including you) who have agreed to purchase in the aggregate 50% or more of
the aggregate principal amount of the New Securities agreed to be purchased
hereunder, if trading in securities on the New York Stock Exchange shall have
been suspended or limited, or minimum prices shall have been established on
such exchange, or a banking moratorium shall have been declared by either
Federal or New York State authorities. This Agreement may also be terminated
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<PAGE>
by you, with like consent whether or not a public offering of the New
Securities has been made, at any time prior to the time of purchase, if the
Company or any of its subsidiaries shall have sustained a loss by fire,
flood, accident or other calamity that is substantial with respect to the
property of the Company and its subsidiaries as a whole and that, in your
judgment, shall render it inadvisable to proceed with the delivery of the New
Securities, whether or not such loss shall have been insured.
The time of the "initial public offering", for the purposes of this
Section 7, shall mean the time, after the execution of this Agreement, of the
release by you for publication of the first newspaper advertisement referring
to the New Securities, or the time, after the execution of this Agreement, at
which the New Securities are first generally offered by the Purchasers to the
public or to dealers by letter or telegram or otherwise, whichever shall
first occur.
If this Agreement is terminated as provided in this Section 7, the
Company and each other Purchaser shall be notified promptly by telephone or
telegram, confirmed by letter. If this Agreement shall not be carried out by
any Purchaser for any reason permitted under this Agreement or if the sale of
the New Securities to the Purchasers as herein contemplated shall not be
carried out because the Company shall be unable in good faith to comply with
any of the terms of this Agreement or if the Company shall not deliver the
New Securities for any reasons specified in Section 6 hereof, the Company
shall not be under any obligation under this Agreement (except that the
Company shall remain liable to the extent provided in Sections 4(j), 4(k), 9
and 11 hereof) and the Purchasers (except any Purchasers in default hereun-
der) shall be under no liability to the Company nor be under any liability
under this Agreement to one another.
8. Default of Purchasers. If any Purchaser or Purchasers default
in their obligations to purchase New Securities hereunder and the aggregate
principal amount of New Securities which such defaulting Purchaser or
Purchasers agreed but failed to purchase is 10% of the principal amount of
New Securities or less, you may make arrangements satisfactory to the Company
for the purchase of such New Securities by other persons, including any of
the Purchasers, but if no such arrangements are made by the time of purchase
the non-defaulting Purchasers shall be obligated severally, in proportion to
their respective commitments hereunder, to purchase the New Securities which
such defaulting Purchasers agreed but failed to purchase. If any Purchaser
or Purchasers so default and the aggregate principal amount of New Securities
with respect to which such default or defaults occur is more than the above
percentage and arrangements satisfactory to you and the Company for the
purchase of such New Securities by other persons are not made within thirty--
six (36) hours after such default, this Agreement will terminate without
liability on the part of any non-defaulting Purchaser or the Company, except
as provided in Sections 4(j), 4(k), 9, 10 and 11. In the event that any
Purchaser or Purchasers default in their obligation to purchase New Securi-
ties hereunder, the Company may, by prompt written notice to the non--
defaulting Purchasers, postpone the time of purchase for a period of not more
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<PAGE>
than five (5) full business days in order to effect whatever changes may
thereby be made necessary in the Registration Statement or the Prospectus or
in any other documents, and the Company will promptly file any amendments to
the Registration Statement or supplements to the Prospectus which may thereby
be made necessary. Nothing in this Section 8, however, shall obligate any
Purchaser to purchase or find purchasers for any principal amount of New
Securities in excess of that agreed to be purchased by such Purchaser under
the terms of this Agreement; nor shall anything herein operate to limit any
rights which the Company may have against any Purchaser who shall for any
reason other than a reason permitted hereunder fail to purchase the principal
amount of New Securities purchasable by it upon tender thereof in accordance
with the terms of this Agreement. The term "Purchaser" as used in this
Agreement shall refer to and include each Purchaser substituted under this
Section 8, with like effect as if said substituted Purchaser had originally
been named in Schedule A.
9. Indemnity by the Company. The Company agrees to indemnify,
defend and and hold harmless each Purchaser and each person, if any, who
controls any Purchaser within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, from and against any loss, expense, liability or
claim (including the reasonable cost of investigation) which, jointly or
severally, any such Purchaser or person may incur under the Act or otherwise,
insofar as such loss, expense, liability or claim arises out of or is based
upon any alleged untrue statement of a material fact contained in the
Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof) or in the Prospectus (the term "Prospectus"
for the purpose of this Section 9 shall be deemed to include any preliminary
prospectus, the prospectus included in the Registration Statement at the time
it became effective, the Prospectus, the Prospectus as amended or supplement-
ed and any document incorporated by reference therein pursuant to Item 12 of
Form S-3), or arises out of or is based upon any alleged omission to state a
material fact required to be stated in either such Registration Statement or
such Prospectus or necessary to make the statements made in such Registration
Statement not misleading or necessary to make the statements in such Prospec-
tus, in the light of the circumstances under which they were made, not
misleading, except insofar as any such loss, expense, liability or claim
arises out of or is based upon any alleged untrue statement of a material
fact contained in information furnished in writing to the Company through you
for use in such Registration Statement or in such Prospectus or arises out of
or is based upon any alleged omission from information furnished in writing
to the Company on behalf of any Purchaser through you to state a material
fact in connection with such information required to be stated therein or
necessary to make such information when used in such Registration Statement
not misleading, or necessary to make such information when used in such
Prospectus, in the light of the circumstances under which it was used, not
misleading. The Company's agreement to indemnify or reimburse any such
Purchaser or person with respect to any such loss, expense, liability or
claim is expressly conditioned upon its being notified of the action in
connection therewith brought against such Purchaser or person by letter or
telegram addressed to the Company within ten days after the summons or other
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<PAGE>
first legal process which discloses the nature of the liability or claim
shall have been personally served upon such Purchaser or person (or after he
shall have received notice of such service upon any agent designated by him)
but failure so to notify the Company shall not relieve the Company from any
liability which it may have to such Purchaser or person otherwise than on
account of the indemnity agreement contained in this Section 9. The Company
shall be entitled to assume the investigation of any liability or claim or
the defense of any suit brought to enforce any such liability or claim and
the Purchaser or person against whom such suit is brought shall be entitled
to participate in such investigation and defense. If the Company assumes the
investigation and defense, such investigation and defense shall be conducted
by counsel of good standing chosen by the Company and satisfactory to such
Purchaser or person, and in such case such Purchaser or person shall bear the
expense of his investigation and the fees and expenses of any additional
counsel retained by him, except those incurred after notifying the Company of
such claim and prior to being advised by the Company of its intention to
assume such investigation or defense. If the Company does not assume the
investigation of any such claim or the defense of any such suit, or if the
Company shall agree in writing to pay such fees and expenses, or if such
Purchaser or person shall reasonably conclude that there may be defenses
available to it or them which are different from or in addition to those
available to the Company, the Company will reimburse such Purchaser or person
for the reasonable fees and expenses of any counsel retained by him; provid-
ed, however, that in such event the Company shall be entitled, at its own
expense, to participate in the investigation or defense.
The Company's indemnity agreement contained in this Section 9 and
its warranties and representations in this Agreement shall remain in full
force and effect regardless of any investigation made by or on behalf of any
Purchaser or controlling person, and shall survive any termination of this
Agreement or the issue and delivery of the New Securities.
The Company agrees promptly to notify the Purchasers of the
commencement of any litigation or proceedings against the Company or any of
its officers or directors in connection with the issue and sale of the New
Securities, or such Registration Statement or Prospectus.
10. Warranties of and Indemnity by Purchasers.
(a) Each Purchaser warrants and represents that the information
furnished in writing to the Company through you for use in the Registration
Statement or in the Prospectus does not contain an untrue statement of a
material fact and does not omit to state a material fact in connection with
such information required to be stated therein or necessary to make such
information when used in such Registration Statement not misleading, or
necessary to make such information when used in such Prospectus, in the light
of the circumstances under which it was used, not misleading. Each Purchas-
er, in addition to any other information furnished to the Company through you
for use in the Registration Statement and Prospectus, hereby authorizes you
to furnish to the Company the information with regard to the terms of
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<PAGE>
offering of the New Securities by such Purchaser, for use in the Registration
Statement.
(b) Each Purchaser severally agrees to indemnify, defend and hold
harmless the Company and its directors and officers and each person, if any,
who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any loss, expense, liability
or claim (including the reasonable cost of investigation) which, jointly or
severally, the Company or any such person may incur under the Act or other-
wise, insofar as such loss, expense, liability or claim arises out of or is
based upon any alleged untrue statement of a material fact contained in
information furnished in writing to the Company through you for use in the
Registration Statement (or in the Registration Statement as amended by any
post-effective amendment thereof), or in the prospectus (or in the Prospectus
as amended or supplemented), or arises out of or is based upon any alleged
omission from information furnished in writing to the Company on behalf of
any Purchaser through you to state a material fact in connection with such
information required to be stated therein or necessary to make such informa-
tion when used in such Registration Statement not misleading, or necessary to
make such information when used in such Prospectus, in the light of the
circumstances under which it was used, not misleading. The agreement of such
Purchaser to indemnify or reimburse the Company or any such person with
respect to any such loss, expense, liability or claim is expressly condi-
tioned upon such Purchaser being notified of the action in connection
therewith brought against the Company or any such person, by letter or
telegram addressed to you, within ten days after the summons or other first
legal process which discloses the nature of the liability or claim shall have
been personally served upon the Company or any such person (or after the
Company or any such person shall have received notice of such service on any
agent designated by the Company or any such person), but failure so to notify
such Purchaser shall not relieve such Purchaser from any liability which it
may have to the Company or any such person otherwise than on account of the
indemnity agreement contained in this Section 10(b). Such Purchaser shall be
entitled to assume the investigation of any liability or claim and the
defense of any suit brought to enforce any such liability or claim, if such
liability or claim is based solely upon such alleged misstatement or omission
on the part of such Purchaser, and the Company or any person against whom
such action is brought shall be entitled to participate in such investigation
and defense. If such Purchaser shall be entitled to assume and does assume
the investigation and defense, such investigation and defense shall be
conducted by counsel of good standing chosen by such Purchaser and satisfac-
tory to the Company or such person, and in such case the Company or such
person shall bear the expense of its investigation and the fees and expenses
of any additional counsel retained by it except those incurred after notify-
ing such Purchaser of such claim and prior to being advised by such Purchaser
of its intention to assume such investigation or defense. If such Purchaser
shall be entitled to assume but does not assume the investigation of any such
claim or the defense of any such suit, or if such Purchaser shall agree in
writing to pay such fees and expenses, or if the Company or such person shall
reasonably conclude that there may be defenses available to it or him which
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<PAGE>
are different from or in addition to those available to such Purchaser, such
Purchaser will reimburse the Company or such person for the reasonable fees
and expenses of any counsel retained by it; provided, however, that in such
event, such Purchaser shall be entitled, at its own expense, to participate
in the investigation or defense.
The indemnity agreement on the part of such Purchaser contained in
this Section 10(b) and the warranties and representations of such Purchaser
contained in this Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of the Company or such person, and
shall survive any termination of this Agreement or the issue and delivery of
the New Securities.
Each Purchaser agrees promptly to notify the Company and each other
Purchaser of the commencement of any litigation or proceedings against such
Purchaser in connection with the issue and sale of the New Securities, or
such Registration Statement or Prospectus.
11. Contribution by the Company and the Purchasers.
(a) If the indemnification provided for in Section 9 or Section 10 is
unavailable to an indemnified party under such Sections in respect of any
losses, expenses, liabilities or claims referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, expenses, liabilities or claims (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Purchasers on the other hand from the
offering of the New Securities or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and of
the Purchasers on the other in connection with the statements or omissions
which resulted in such losses, expenses, liabilities or claims, as well as
any other relevant equitable consideration. The relative benefits received
by the Company on the one hand and the Purchasers on the other shall be
deemed to be in the same proportion as the total proceeds from the offering
(net of underwriting discounts and commissions but before deducting expenses)
received by the Company bear to the underwriting discounts and commissions
received by the Purchasers, in each case as set forth in the table on the
cover page of the Prospectus or Prospectus Supplement with respect to the New
Securities if the same be so set forth. The relative fault of the Company on
the one hand and of the Purchasers on the other shall be determined by
reference to, among other things, whether the untrue statement or alleged
untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the Company or by
the Purchasers through you and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses,
claims, damages and liabilities referred to above shall be deemed to include
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<PAGE>
any legal or other fees or expenses reasonably incurred by such party in
connection with investigating or defending any claim or action.
(b) The Company and Purchasers agree that it would not be just and
equitable if contribution pursuant to this Section 11 were determined by pro
rata allocation (even if the Purchasers were treated as one entity for such
purpose) or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this Section 11, no Purchaser
shall be required to contribute any amount in excess of the amount by which
the total price at which the New Securities purchased by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such Purchaser has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Purchasers' obligations
to contribute pursuant to this Section 11 are several in proportion to their
respective underwriting commitments and not joint.
(c) The contribution agreement contained in this Section 11 shall
remain in full force and effect regardless of any investigation made by or on
behalf of any Purchaser, or any person who controls any Purchaser within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, or by or
on behalf of the Company, its directors and officers or any person who
controls the Company within the meaning of Section 15 of the Act or Section
20 of the Exchange Act, and shall survive any termination of this Agreement
or the issuance and delivery of the New Securities.
12. Notices. All notices hereunder shall, unless otherwise
expressly permitted, be in writing and be delivered at or mailed to the
following address, or be sent by telegram to the following address: if to the
Purchasers or you, to you at your address as it appears in the Purchase
Agreement, and if to the Company, to the Company at 625 Liberty Avenue, CNG
Tower, Pittsburgh, Pennsylvania 15222-3199.
13. Parties in Interest. The Agreement herein set forth has been
and is made solely for the benefit of the Purchasers and the Company, and the
directors, officers and controlling persons referred to in Sections 9, 10 and
11 hereof, and their respective successors, assigns, executors and adminis-
trators and no other person shall acquire or have any right under or by
virtue of this Agreement.
The section headings in this Agreement have been inserted as a
matter of convenience of reference and are not part of this Agreement. The
term "Purchasers", "persons", "firms" and "corporations" as used herein shall
include the singular of such terms as well as the plural. The term "succes-
sor" to any Purchaser shall not include any subsequent holder of the New
Securities merely by reason of such holding.
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<PAGE>
14. Construction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
15. Counterparts. This Agreement may be executed in one or more
counterparts and it is not necessary that the signatures of all parties
appear on the same counterpart, but such counterparts together shall consti-
tute but one and the same agreement.
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<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
PURCHASE AGREEMENT
DEBT SECURITIES
Dated: ____________
Consolidated Natural Gas Company
625 Liberty Avenue
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Dear Sirs:
Referring to the debt securities of Consolidated Natural Gas
Company (the "Company") covered by Registration Statement No. 33- (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 purchasers named in Schedule A hereto
("Purchasers") agree to purchase, severally, and the Company agrees to sell
to the Purchasers, severally, $___________ aggregate principal amount of
_____% ____________ due __________ (the "New Securities") in the respective
principal amounts set forth opposite the names of the Purchasers on Schedule
A hereto.
The price at which the New Securities shall be purchased from the
Company by the Purchasers shall be _____% of the principal amount thereof
[plus accrued interest from ______________].(1) 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(2):
Interest Rate: _____% per annum accruing from _______________
Interest Payment Dates: __________ and ________ commencing _______
Maturity: ______________
Redemption Provisions: (1)
Mandatory and Optional
Sinking Fund Provisions: (1)
All of the provisions contained in the document entitled "Consoli-
dated Natural Gas Company Standard Purchase 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
(1) To be included or deleted as appropriate.
(2) To be either described in the Prospectus and the Prospectus Supplement
for the New Securities or included in this Agreement.
<PAGE>
reference in their entirety and shall be deemed to be a part of this Agree-
ment 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 aforemen-
tioned Standard Purchase Agreement Provisions) shall be _______________.
[The payment for the New Securities shall be made in _____________
_____ funds.](3)
[The place at which the New Securities shall be purchased shall be
_________ __________.](3)
Notices to the [Purchasers] [Representatives](3) shall be sent to
the following addresses:
[We represent that we are authorized to act for the several
Purchasers named in Schedule A hereto in connection with this financing and
any action under this Agreement by any of us will be binding upon all the
Purchasers.](4)
(3) To be completed and included as appropriate.
(4) To be included if the Purchase Agreement is being executed by one or
more Purchasers acting as Representatives for purposes of this Agree-
ment.
-2-
<PAGE>
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
several Purchasers in accordance with its terms.
Very truly yours,
By____________________________
By____________________________
[Acting on behalf of and as
Representatives of the several
Purchasers named in Schedule A
hereto.](5)
The foregoing Purchase Agreement is hereby
confirmed as of the date first above written.
CONSOLIDATED NATURAL GAS COMPANY
By______________________________
(5) To be completed and included as appropriate.
-3-
<PAGE>
SCHEDULE A
Name of Purchasers Principal Amount of Securities
$
_________________________________________________________________
CONSOLIDATED NATURAL GAS COMPANY
AND
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
___________________________________
INDENTURE
Dated as of March 1, 1995
_____________
DEBT SECURITIES
_________________________________________________________________
<PAGE>
PARTIAL CROSS-REFERENCE TABLE
Indenture Section TIA Section
2.05 . . . . . . . . . . . . . . . . . 317(b)
2.06 . . . . . . . . . . . . . . . . . 312(a), 313(c)
2.11 . . . . . . . . . . . . . . . . . 316(a) (last
sentence)
4.07 . . . . . . . . . . . . . . . . . 314(a)(4)
4.08 . . . . . . . . . . . . . . . . . 314(a)(1)
6.03 . . . . . . . . . . . . . . . . . 317(a)(1)
6.04 . . . . . . . . . . . . . . . . . 316(a)(1)(B)
6.05 . . . . . . . . . . . . . . . . . 316(a)(1)(A)
6.07 . . . . . . . . . . . . . . . . . 317(a)(1)
7.04 . . . . . . . . . . . . . . . . . 315(b)
7.05 . . . . . . . . . . . . . . . . . 313(a)
7.05 . . . . . . . . . . . . . . . . . 313(d)
7.07 . . . . . . . . . . . . . . . . . 310(a), 310(b)
7.09 . . . . . . . . . . . . . . . . . 310(a)(2)
7.10 . . . . . . . . . . . . . . . . . 310(b)(1)
8.02 . . . . . . . . . . . . . . . . . 310(a), 310(b)
9.04 . . . . . . . . . . . . . . . . . 316(c)
10.01. . . . . . . . . . . . . . . . . 318(a)
10.02. . . . . . . . . . . . . . . . . 313(c)
10.03. . . . . . . . . . . . . . . . . 314(c)(1),
314(c)(2)
10.04. . . . . . . . . . . . . . . . . 314(e)
<PAGE>
TABLE OF CONTENTS
Article Section Heading Page
1 DEFINITIONS
1.01 Definitions . . . . . . . . . . . . . 1
1.02 Other Definitions . . . . . . . . . . 3
1.03 Rules of Construction . . . . . . . . 4
2 THE SECURITIES
2.01 Issuable in Series . . . . . . . . . 4
2.02 Execution and Authentication. . . . . 6
2.03 Securities Agents . . . . . . . . . . 7
2.04 Bearer Securities . . . . . . . . . . 7
2.05 Paying Agent to Hold Money in Trust . 8
2.06 Securityholder Lists . . . . . . . . 8
2.07 Transfer and Exchange . . . . . . . . 9
2.08 Replacement Securities . . . . . . . 9
2.09 Outstanding Securities . . . . . . . 10
2.10 Discounted Securities . . . . . . . . 10
2.11 Treasury Securities . . . . . . . . . 10
2.12 Global Securities . . . . . . . . . . 10
2.13 Temporary Securities . . . . . . . . 11
2.14 Cancellation . . . . . . . . . . . . 11
2.15 Defaulted Interest . . . . . . . . . 12
3 REDEMPTION
3.01 Notices to Trustee . . . . . . . . . 12
3.02 Selection of Securities to Be Redeemed 12
3.03 Notice of Redemption . . . . . . . . 13
3.04 Effect of Notice of Redemption . . . 14
3.05 Payment of Redemption Price . . . . . 14
3.06 Securities Redeemed in Part . . . . . 15
4 COVENANTS
4.01 Certain Definitions . . . . . . . . . 15
4.02 Payment of Securities . . . . . . . . 19
4.03 Overdue Interest . . . . . . . . . . 19
<PAGE>
4.04 Limitation on Liens . . . . . . . . . 20
4.05 Limitation on Sale and Leaseback . . 21
4.06 No Lien Created, etc. . . . . . . . . 22
4.07 Compliance Certificate . . . . . . . 22
4.08 SEC Reports . . . . . . . . . . . . . 23
5 SUCCESSORS
5.01 When Company May Merge, etc. . . . . 23
6 DEFAULTS AND REMEDIES
6.01 Events of Default . . . . . . . . . . 24
6.02 Acceleration . . . . . . . . . . . . 25
6.03 Other Remedies . . . . . . . . . . . 26
6.04 Waiver of Past Defaults . . . . . . . 26
6.05 Control by Majority . . . . . . . . . 26
6.06 Limitation on Suits . . . . . . . . . 26
6.07 Collection Suit by Trustee . . . . . 27
6.08 Priorities . . . . . . . . . . . . . 27
7 TRUSTEE
7.01 Rights of Trustee . . . . . . . . . . 28
7.02 Individual Rights of Trustee . . . . 29
7.03 Trustee's Disclaimer . . . . . . . . 29
7.04 Notice of Defaults . . . . . . . . . 29
7.05 Reports by Trustee to Holders . . . . 29
7.06 Compensation and Indemnity . . . . . 29
7.07 Replacement of Trustee . . . . . . . 30
7.08 Successor Trustee by Merger, etc. . . 31
7.09 Trustee's Capital and Surplus . . . . 32
8 DISCHARGE OF INDENTURE
8.01 Defeasance . . . . . . . . . . . . . 32
8.02 Conditions to Defeasance . . . . . . 32
8.03 Application of Trust Money . . . . . 33
8.04 Repayment to Company . . . . . . . . 33
<PAGE>
9 AMENDMENTS
9.01 Without Consent of Holders . . . . . 34
9.02 With Consent of Holders . . . . . . . 34
9.03 Compliance with Trust Indenture Act . 35
9.04 Effect of Consents . . . . . . . . . 35
9.05 Notation on or Exchange of Securities 36
9.06 Trustee Protected . . . . . . . . . . 36
10 MISCELLANEOUS
10.01 Trust Indenture Act . . . . . . . . . 36
10.02 Notices . . . . . . . . . . . . . . . 36
10.03 Certificate and Opinion as to Conditions
Precedent . . . . . . . . . . . . . 37
10.04 Statements Required in Certificate or
Opinion . . . . . . . . . . . . . . 38
10.05 Rules by Company and Agents . . . . . 38
10.06 Legal Holidays . . . . . . . . . . . 38
10.07 No Recourse Against Others . . . . . 39
10.08 Duplicate Originals . . . . . . . . . 39
10.09 Governing Law . . . . . . . . . . . . 39
SIGNATURES . . . . . . . . . . . . . . . . . . 40
Exhibit A: A Form of Registered
Security . . . . . . . . . . . . . 41
Exhibit B: A Form of Bearer Security . . . . 47
Notes to Exhibits A and B . . . . . . . . . . 54
Exhibit C: A Form of Assignment . . . . . . . 55
<PAGE>
INDENTURE dated as of March 1, 1995 between CONSOLIDATED NATURAL GAS
COMPANY, a Delaware corporation ("Company"), and UNITED STATES TRUST COMPANY
OF NEW YORK, a New York corporation, as trustee ("Trustee").
Each party agrees as follows for the benefit of the Holders of the
Company's debt securities issued under this Indenture:
ARTICLE 1 -- DEFINITIONS
SECTION 1.01. Definitions.
"Affiliate" means any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company.
"Agent" means any Registrar, Transfer Agent or Paying Agent.
"Authorized Newspaper" means a newspaper that is:
(1) printed in the English language or in an official language of
the country of publication;
(2) customarily published on each business day in the place of
publication; and
(3) of general circulation in the relevant place or in the finan-
cial community of such place.
Whenever successive publications in an Authorized Newspaper are required,
they may be made on the same or different business days and in the same or
different Authorized Newspapers.
"Bearer Security" means a Security payable to bearer.
"Board" means the Board of Directors of the Company or any authorized
committee of the Board.
"Company" means the party named as such above until a successor replaces
it and thereafter means the successor.
"coupon" means an interest coupon for a Bearer Security.
<PAGE>
"Default" means any event which is, or after notice or passage of time
would be, an Event of Default.
"Discounted Security" means a Security where the amount of principal due
upon acceleration is less than the stated principal amount.
"Holder" or "Securityholder" means the person in whose name a Registered
Security is registered and the bearer of a Bearer Security or coupon.
"Indenture" means this Indenture and any Securities Resolution as
amended from time to time.
"Officer" means the Chairman, any Vice-Chairman, the President, any
Executive Vice-President, any Senior Vice-President, any Vice-President, the
Treasurer, the Secretary, the Controller, any Assistant Treasurer, any
Assistant Secretary or any Assistant Controller of the Company.
"Officers' Certificate" means a certificate signed by any one or more
Officers.
"Opinion of Counsel" means a written opinion, complying with Sec-
tions 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 Sec-
tions 77aaa-77bbbb), as amended by the Trust Indenture Reform Act of 1990, as
in effect on the date shown above.
<PAGE>
"Trustee" means the party named as such above until a successor replaces
it and thereafter means the successor.
"Trust Officer" means any officer within the Corporate Trust Agency
Group (or any successor group) of the Trustee, including without limitation
any Vice President, any Assistant Vice President, any Assistant Secretary or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers, who shall, in any
case, be responsible for the administration of this document or have famil-
iarity with it, and also means, with respect to particular corporate trust
matters, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.
"United States" means the United States of America, its territories and
possessions and other areas subject to its jurisdiction.
SECTION 1.02. Other Definitions.
Term Defined in Section
"Attributable Debt" 4.01
"Bankruptcy Law" 6.01
"Conditional Redemption" 3.04
"Consolidated Net Tangible
Assets" 4.01
"Custodian" 6.01
"Debt" 4.01
"Event of Default" 6.01
"Legal Holiday" 10.06
"Lien" 4.01
"Long-Term Debt" 4.01
"Paying Agent" 2.03
"Permitted Lien" 4.01
"Principal Property" 4.01
"Registrar" 2.03
"Restricted Subsidiary" 4.01
"Sale-Leaseback Transaction" 4.01
"Subsidiary" 4.01
"Transfer Agent" 2.03
"Treasury Regulations" 2.04
"U.S. Government Obligations" 8.02
"Voting Stock" 4.01
"Wholly Owned Subsidiary" 4.01
"Yield to Maturity" 4.01
<PAGE>
SECTION 1.03. Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it;
(2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted account-
ing principles in the United States;
(3) generally accepted accounting principles are those applicable
from time to time;
(4) all terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC
rule under the TIA have the meanings assigned to them by such
definitions;
(5) "or" is not exclusive; and
(6) words in the singular include the plural, and in the plural
include the singular.
ARTICLE 2 -- THE SECURITIES
SECTION 2.01. Issuable in Series.
The aggregate principal amount of Securities that may be issued under
this Indenture is unlimited. The Securities may be issued from time to time
in one or more series. Each series shall be created by a Securities Resolu-
tion that establishes the terms of the series, which may include the follow-
ing:
(1) the title of the series;
(2) the aggregate principal amount of the series;
(3) the interest rate, if any, or method of calculating the inter-
est rate;
(4) the date from which interest will accrue;
<PAGE>
(5) the record dates for interest payable on Registered Securi-
ties;
(6) the dates when principal and interest are payable;
(7) the manner of paying principal and interest;
(8) the places where principal and interest are payable;
(9) the Registrar, Transfer Agent and Paying Agent;
(10) the terms of any mandatory or optional redemption by the
Company;
(11) the terms of any redemption at the option of Holders;
(12) the denominations in which Securities are issuable;
(13) whether Securities will be issuable as Registered Securities
or Bearer Securities;
(14) whether and upon what terms Registered Securities and Bearer
Securities may be exchanged;
(15) whether any Securities will be represented by a Security in
global form and the terms of any global Security;
(16) the terms of any tax indemnity;
(17) the currencies (including any composite currency) in which
principal or interest may be paid and if payments of principal
or interest may be made in a currency other than that in which
Securities are denominated, the manner for determining such
payments;
(18) if amounts of principal or interest may be determined by
reference to an index, formula or other method, the manner for
determining such amounts;
(19) provisions for electronic issuance of Securities or for Secu-
rities in uncertificated form;
(20) the portion of principal payable upon acceleration of a Dis-
counted Security;
<PAGE>
(21) any Events of Default or covenants in addition to or in lieu
of those set forth in this Indenture;
(22) whether and upon what terms Securities may be defeased;
(23) the forms of the Securities or any coupon, which may be in the
form of Exhibit A or B;
(24) any terms that may be required by or advisable under U.S. or
other applicable laws; and
(25) any other terms not inconsistent with this Indenture.
All Securities of one series need not be issued at the same time and,
unless otherwise provided, a series may be reopened for issuances of addi-
tional Securities of such series.
The creation and issuance of a series and the authentication and
delivery thereof are not subject to any conditions precedent.
SECTION 2.02. Execution and Authentication.
Two Officers shall sign the Securities by manual or facsimile signature.
The Company's seal shall be reproduced on the Securities, which seal may be
affixed or in facsimile form. An Officer shall sign any coupons by facsimile
signature.
If an Officer whose signature is on a Security or its coupons no longer
holds that office at the time the Security is authenticated or delivered, the
Security and coupons shall nevertheless be valid.
A Security and its coupons shall not be valid until the Security is
authenticated by the manual signature of the Registrar. The signature shall
be conclusive evidence that the Security has been authenticated under this
Indenture.
Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated the date of its authentication or as
provided in the Securities Resolution.
Securities may have notations, legends or endorsements required by law,
stock exchange rule, agreement or usage, which shall be provided to the
Trustee in writing by the Company.
In the event Securities are issued in electronic or other uncertificated
form, such Securities may be validly issued without the signatures or seal
contemplated by this Section 2.02.
<PAGE>
SECTION 2.03. Securities Agents.
The Company shall maintain an office or agency where Securities may be
authenticated ("Registrar"), where Securities may be presented for registra-
tion of transfer or for exchange ("Transfer Agent") and where Securities may
be presented for payment ("Paying Agent"). Whenever the Company must issue
or deliver Securities pursuant to this Indenture, the Registrar shall
authenticate the Securities at the Company's request. The Transfer Agent
shall keep a register of the Securities and of their transfer and exchange.
The Company may appoint more than one Registrar, Transfer Agent or
Paying Agent for a series. The Company shall notify the Trustee of the name
and address of any Agent not a party to this Indenture. If the Company fails
to maintain a Registrar, Transfer Agent or Paying Agent for a series, the
Trustee shall act as such.
SECTION 2.04. Bearer Securities.
U.S. laws and Treasury Regulations restrict sales or exchanges of and
payments on Bearer Securities. Therefore, except as provided below:
(1) Bearer Securities will be offered, sold and delivered only
outside the United States and will be delivered only upon
presentation of a certificate in a form prescribed by the
Company to comply with U.S. laws and regulations.
(2) Bearer Securities will not be issued in exchange for Regis-
tered Securities.
(3) All payments of principal and interest (including original
issue discount) on Bearer Securities will be made outside the
United States by a Paying Agent located outside the United
States unless the Company determines that:
(A) such payments may not be made by such Paying Agent be-
cause the payments are illegal or prevented by exchange
controls as described in Treasury Regulation Section
1.163 5(c)(2)(v); and
(B) making the payments in the United States would not have
an adverse tax effect on the Company.
If there is a change in the relevant provisions of U.S. laws or Treasury
Regulations or the judicial or administrative interpretation thereof, a
restriction set forth in paragraph (1), (2) or (3) above will not apply to a
<PAGE>
series if the Company determines that the relevant provisions no longer apply
to the series or that failure to comply with the relevant provisions would
not have an adverse tax effect on the Company or on Securityholders or cause
the series to be treated as "registration-required" obligations under U.S.
law.
The Company shall notify the Trustee in writing of any determinations by
the Company under this Section.
"Treasury Regulations" means regulations of the U.S. Treasury Department
under the Internal Revenue Code of 1986, as amended.
SECTION 2.05. Paying Agent to Hold Money in Trust.
The Company shall require each Paying Agent for a series other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of the persons entitled thereto all money held by the Paying Agent
for the payment of principal of or interest on the series, and will notify
the Trustee in writing of any default by the Company in making any such
payment.
While any such default continues, the Trustee may require a Paying Agent
to pay all money so held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon
payment over to the Trustee, the Paying Agent shall have no further liability
for the money.
If the Company or an Affiliate acts as Paying Agent for a series, it
shall segregate and hold as a separate trust fund all money held by it as
Paying Agent for the series.
SECTION 2.06. Securityholder Lists.
The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses
of Securityholders. If the Trustee is not the Transfer Agent, the Company
shall furnish to the Trustee semiannually and at such other times as the
Trustee may request a list in such form and as of such date as the Trustee
may reasonably require of the names and addresses of Holders of Registered
Securities and Holders of Bearer Securities whose names are on the list
referred to below.
The Transfer Agent shall keep a list of the names and addresses of
Holders of Bearer Securities who file a request to be included on such list.
A request will remain in effect for two years but successive requests may be
made.
<PAGE>
Whenever the Company or the Trustee is required to mail a notice to all
Holders of Registered Securities of a series, it also shall mail the notice
to Holders of Bearer Securities of the series whose names are on a list, if
any.
Whenever the Company is required to publish a notice to all Holders of
Bearer Securities of a series, it also shall mail the notice to such of them
whose names are on a list, if any.
SECTION 2.07. Transfer and Exchange.
Where Registered Securities of a series are presented to the Transfer
Agent with a request to register a transfer or to exchange them for an equal
principal amount of Registered Securities of other denominations of the
series, the Transfer Agent shall register the transfer or make the exchange
if its requirements for such transactions are met.
The Transfer Agent may require a Holder to pay a sum sufficient to cover
any taxes imposed on a transfer or exchange.
If a series provides for Registered and Bearer Securities and for their
exchange, Bearer Securities may be exchanged for Registered Securities and
Registered Securities may be exchanged for Bearer Securities as provided in
the Securities or the Securities Resolution establishing the series if the
requirements of the Transfer Agent for such transactions are met and if
Section 2.04 permits the exchange.
SECTION 2.08. Replacement Securities.
If the Holder of a Security or coupon claims that it has been lost,
destroyed or wrongfully taken, then, in the absence of notice to the Company
or the Trustee that the Security or coupon has been acquired by a bona fide
purchaser, the Company shall issue a replacement Security or coupon if the
Company and the Trustee receive:
(1) evidence satisfactory to them of the loss, destruction or
taking;
(2) an indemnity bond satisfactory to them; and
(3) payment of a sum sufficient to cover their expenses and any
taxes for replacing the Security or coupon.
A replacement Security shall have coupons attached corresponding to
those, if any, on the replaced Security.
<PAGE>
Every replacement Security or coupon is an additional obligation of the
Company.
SECTION 2.09. Outstanding Securities.
The Securities outstanding at any time are all the Securities authenti-
cated by the Registrar except for those cancelled by it, those delivered to
it for cancellation, and those described in this Section as not outstanding.
If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a bona fide purchaser.
If Securities are considered paid under Section 4.02, they cease to be
outstanding and interest on them ceases to accrue.
A Security does not cease to be outstanding because the Company or an
Affiliate holds the Security.
SECTION 2.10. Discounted Securities.
In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, the principal
amount of a Discounted Security shall be the amount of principal that would
be due as of the date of such determination if payment of the Security were
accelerated on that date.
SECTION 2.11. Treasury Securities.
In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities
owned by the Company or an Affiliate shall be disregarded, except that for
the purposes of determining whether the Trustee shall be protected in relying
on any such direction, waiver or consent, only Securities for which the
Trustee has received an Officers' Certificate stating that such Securities
are so owned shall be so disregarded.
SECTION 2.12. Global Securities.
If the Securities Resolution establishing a series so provides, the
Company may issue some or all of the Securities of the series in temporary or
permanent global form. A global Security may be in registered form, in
<PAGE>
bearer form with or without coupons or in uncertificated form. A global
Security shall represent that amount of Securities of a series as specified
in the global Security or as endorsed thereon from time to time. At the
Company's request, the Registrar shall endorse a global Security to reflect
the amount of any increase or decrease in the Securities represented thereby.
The Company may issue a global Security only to a depository designated
by the Company. A depository may transfer a global Security only as a whole
to its nominee or to a successor depository.
The Securities Resolution may establish, among other things, the manner
of paying principal and interest on a global Security and whether and upon
what terms a beneficial owner of an interest in a global Security may
exchange such interest for definitive Securities.
The Company, an Affiliate, the Trustee and any Agent shall not be
responsible for any acts or omissions of a depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.
SECTION 2.13. Temporary Securities.
Until definitive Securities of a series are ready for delivery, the
Company may use temporary Securities. Temporary Securities shall be substan-
tially in the form of definitive Securities but may have variations that the
Company considers appropriate for temporary Securities. Temporary Securities
may be in global form. Temporary Bearer Securities may have one or more
coupons or no coupons. Without unreasonable delay, the Company shall deliver
definitive Securities in exchange for temporary Securities.
SECTION 2.14. Cancellation.
The Company at any time may deliver Securities to the Registrar for
cancellation. The Transfer Agent and the Paying Agent shall forward to the
Registrar any Securities and coupons surrendered to them for payment,
exchange or registration of transfer. The Registrar shall cancel all
Securities or coupons surrendered for payment, registration of transfer,
exchange or cancellation as follows: the Registrar will cancel all Regis-
tered Securities and matured coupons. The Registrar also will cancel all
Bearer Securities and unmatured coupons unless the Company requests the
Registrar to hold the same for redelivery. Any Bearer Securities so held
shall be considered delivered for cancellation under Section 2.09. The
Registrar shall destroy cancelled Securities and coupons and deliver a
certificate of cancellation thereof to the Company unless the Company
otherwise directs.
<PAGE>
Unless the Securities Resolution establishing a series otherwise
provides, the Company may not issue new Securities to replace Securities that
the Company has paid or that the Company has delivered to the Registrar for
cancellation.
SECTION 2.15. Defaulted Interest
If the Company defaults in a payment of interest on Registered Securi-
ties, it need not pay the defaulted interest to Holders on the regular record
date. The Company may fix a special record date for determining Holders
entitled to receive defaulted interest or the Company may pay defaulted
interest in any other lawful manner.
ARTICLE 3 -- REDEMPTION
SECTION 3.01. Notices to Trustee.
Securities of a series that are redeemable before maturity shall be
redeemable in accordance with their terms and, unless the Securities Resolu-
tion establishing the series otherwise provides, in accordance with this
Article.
In the case of a redemption by the Company, the Company shall notify the
Trustee of the redemption date and the principal amount of Securities to be
redeemed. The Company shall notify the Trustee at least 45 days before the
redemption date unless a shorter notice is satisfactory to the Trustee.
If the Company is required to redeem Securities, it may reduce the
principal amount of Securities required to be redeemed to the extent it is
permitted a credit by the terms of the Securities and it notifies the Trustee
of the amount of the credit and the basis for it. If the reduction is based
on a credit for acquired or redeemed Securities that the Company has not
previously delivered to the Registrar for cancellation, the Company shall
deliver the Securities at the same time as the notice.
SECTION 3.02. Selection of Securities to Be Redeemed.
If less than all the Securities of a series are to be redeemed, the
Trustee shall select the Securities to be redeemed pro rata or by any other
method the Trustee considers fair and appropriate, unless the Company
otherwise directs in writing. The Trustee shall make the selection from
Securities of the series outstanding not previously called for redemption.
The Trustee may select for redemption portions of the principal of Securities
having denominations larger than the minimum denomination for the series.
<PAGE>
Securities and portions thereof selected for redemption shall be in amounts
equal to the minimum denomination for the series or an integral multiple
thereof. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption.
SECTION 3.03. Notice of Redemption.
At least 20 days but not more than 60 days before a redemption date, the
Company shall mail a notice of redemption by first-class mail to each Holder
of Registered Securities whose Securities are to be redeemed.
If Bearer Securities are to be redeemed, the Company shall publish a
notice of redemption in an Authorized Newspaper as provided in the Securi-
ties.
A notice shall identify the Securities of the series to be redeemed and
shall state:
(1) the redemption date;
(2) the redemption price;
(3) the name and address of the Paying Agent;
(4) that Securities called for redemption, together with all
coupons, if any, maturing after the redemption date, must be
surrendered to the Paying Agent to collect the redemption
price;
(5) that interest on Securities called for redemption ceases to
accrue on and after the redemption date;
(6) whether the redemption by the Company is mandatory or option-
al; and
(7) whether the redemption is conditional as provided in Sec-
tion 3.04, the terms of the condition, and that, if the condi-
tion is not satisfied or is not waived by the Company, the
Securities will not be redeemed and such a failure to redeem
will not constitute an Event of Default.
A redemption notice given by publication need not identify Registered
Securities to be redeemed.
At the Company's request, the Trustee shall give the notice of redemp-
tion in the Company's name and at its expense.
<PAGE>
SECTION 3.04. Effect of Notice of Redemption.
Except as provided below, once notice of redemption is given, Securities
called for redemption become due and payable on the redemption date at the
redemption price stated in the notice.
A notice of redemption may provide that it is subject to the occurrence
of any event before the date fixed for such redemption as described in such
notice ("Conditional Redemption") and such notice of Conditional Redemption
shall be of no effect unless all such conditions to the redemption have
occurred before such date or have been waived by the Company.
SECTION 3.05. Payment of Redemption Price.
On or before the redemption date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest on all Securities to be redeemed on that date.
When the Holder of a Security surrenders it for redemption in accordance
with the redemption notice, the Company shall pay to the Holder on the
redemption date the redemption price and accrued interest to such date,
except that:
(1) the Company will pay any such interest (except defaulted
interest) to Holders on the record date of Registered Securi-
ties if the redemption date occurs on an interest payment
date; and
(2) the Company will pay any such interest to Holders of coupons
that mature on or before the redemption date upon surrender of
such coupons to the Paying Agent.
Coupons maturing after the redemption date on a called Security are void
absent a payment default on that date. Nevertheless, if a Holder surrenders
for redemption a Bearer Security missing any such coupons, the Company may
deduct the face amount of such coupons from the redemption price. If
thereafter the Holder surrenders to the Paying Agent the missing coupons, the
Company will return the amount so deducted. The Company also may waive
surrender of the missing coupons if it receives an indemnity bond satisfacto-
ry to the Company.
<PAGE>
SECTION 3.06. Securities Redeemed in Part.
Upon surrender of a Security that is redeemed in part, the Company shall
deliver to the Holder a new Security of the same series equal in principal
amount to the unredeemed portion of the Security surrendered.
ARTICLE 4 -- COVENANTS
SECTION 4.01. Certain Definitions.
"Attributable Debt" for a lease means, as of the date of determination,
the present value of net rent for the remaining term of the lease. Rent
shall be discounted to present value at a discount rate that is compounded
semiannually. The discount rate shall be 10% per annum or, if the Company
elects, the discount rate shall be equal to the weighted average Yield to
Maturity of the Securities. Such average shall be weighted by the principal
amount of the Securities of each series or, in the case of Discounted
Securities, the amount of principal that would be due as of the date of
determination if payment of the Securities were accelerated on that date.
Rent is the lesser of (a) rent for the remaining term of the lease
assuming it is not terminated or (b) rent from the date of determination
until the first possible termination date plus the termination payment then
due, if any. The remaining term of a lease includes any period for which the
lease has been extended. Rent does not include (1) amounts due for mainte-
nance, repairs, utilities, insurance, taxes, assessments and similar charges
or (2) contingent rent, such as that based on sales. Rent may be reduced by
the discounted present value of the rent that any sublessee must pay from the
date of determination for all or part of the same property. If the net rent
on a lease is not definitely determinable, the Company may estimate it in any
reasonable manner.
"Consolidated Net Tangible Assets" means total assets less (a) total
current liabilities (excluding short-term Debt and payments due within one
year on Long-Term Debt) and deferred credits, (b) intangible assets, includ-
ing without limitation, goodwill, copyrights, trademarks, trade names,
patents and unamortized debt discount and expense, (c) reserves, including
reserves for estimated rate refunds pending the outcome of a rate proceeding
to the extent such refunds have not been finally determined, but excluding
reserves for deferred differences, (d) advances to finance oil and natural
gas exploration and development to the extent that the Debt related thereto
is excluded from Long-Term Debt, (e) an amount equal to the amount excluded
from Long-Term Debt representing "production payment" financing of oil or
natural gas exploration and development by the Company or its consolidated
Subsidiaries, and (f) minority interests in common stocks and surplus in
subsidiaries, in each case as reflected in the Company's most recent consoli-
dated balance sheet preceding the date of a determination under Section
4.04(11).
<PAGE>
"Debt" means any debt for borrowed money or any guarantee of such a
debt; provided, however, Debt shall not include Debt of a partnership of
which a Subsidiary is a general partner and such Debt shall not include Debt
which is nonrecourse to the Company or a Subsidiary except, in each case, to
the extent of the investment in such Subsidiary by the Company or a Subsid-
iary and any guarantee of Debt of the Company or such Subsidiary by the
Company or a Subsidiary.
"Lien" means any mortgage, pledge, security interest or lien.
"Long-Term Debt" means Debt that by its terms matures on a date more
than 12 months after the date it was created or Debt that the obligor may
extend or renew without the obligee's consent to a date more than 12 months
after the date the Debt was created; provided, however, Long-Term Debt shall
not include any of the foregoing to the extent such Debt is not required by
generally accepted accounting principles to be shown on the balance sheet of
the obligor; and, provided further, that Long-Term Debt shall not include
Debt of the Company or any of its Subsidiaries incurred to finance outstand-
ing advances to others to finance oil or natural gas exploration and develop-
ment to the extent that the latter are not in default in their obligations to
the Company or such Subsidiary, nor shall such term include Debt of the
Company or any of its Subsidiaries incurred to finance oil or natural gas
exploration and development by means commonly referred to as a "production
payment" to the extent that the Company or any of its Subsidiaries have not
guaranteed the repayment of the production payment.
"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 delin-
quent; 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 opera-
tions which have not at the time been filed or asserted or the
payment of which has been adequately secured or which, in the
opinion of counsel, are not material in amount;
(3) Liens, securing obligations neither assumed by the Company or
any Subsidiary not on account of which any of them customarily
pays interest directly or indirectly, existing, either at the
date hereof, or, as to property hereafter acquired, at the
time of acquisition by the Company or a Subsidiary;
<PAGE>
(4) Any right which any municipal or governmental body or agency
may have by virtue of any franchise, license, contract or
statute to purchase, or designate a purchaser of or order the
sale of, any property of the Company or any Subsidiary upon
payment of reasonable compensation therefor, or to terminate
any franchise, license or other rights or to regulate the
property and business of the Company or any Subsidiary;
(5) The Lien of judgments covered by insurance, or upon appeal and
covered, if necessary, by the filing of an appeal bond, or if
not so covered not exceeding at any one time $1,000,000 in
aggregate amount.
(6) Easements or reservations in respect of any property of the
Company or any Subsidiary for the purpose of roads, pipelines,
utility transmission and distribution lines or other rights-
of-way and similar purposes, zoning ordinance, regulations,
reservations, restrictions, covenants, party wall agreements,
conditions of record and other encumbrances (other than to
secure the payment of money), none of which in the opinion of
counsel are such as to interfere with the proper operation and
development of the property affected thereby in the business
of the Company and its Subsidiaries for the use intended;
(7) Any Lien or encumbrance, moneys sufficient for the discharge
of which have been deposited in trust with the Trustee hereun-
der or with the trustee or mortgagee under the instrument
evidencing such Lien or encumbrance, with irrevocable authori-
ty to the Trustee hereunder or to such other trustee or mort-
gagee to apply such moneys to the discharge of such Lien or
encumbrance to the extent required for such purpose;
(8) Any defects of title and any terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided
in deeds or other instruments, respectively, under and by
virtue of which the Company or any Subsidiary has acquired any
property or shall hereafter acquire any property, none of
which, in the opinion of counsel, materially adversely affects
the operation of the properties of the Company and its Subsid-
iaries, taken as a whole;
(9) The pledge of cash or marketable securities for the purpose of
obtaining any indemnity, performance or other similar bonds in
the ordinary course of business, or as security for the pay-
ment of taxes or other assessments being contested in good
faith, or for the purpose of obtaining a stay or discharge in
the course of any legal proceedings;
<PAGE>
(10) The pledge or assignment in the ordinary course of business of
gas inventory, accounts receivable or customers' installment
paper;
(11) Rights reserved to or vested in others to take or receive any
part of the gas, by-products of gas or steam generated or
produced by or from any properties of the Company or with
respect to any other rights concerning gas supply, transporta-
tion, or storage which are in use in the ordinary course of
the natural gas business;
(12) Any landlord's Lien;
(13) Liens created or assumed by the Company or a Subsidiary in
connection with the issuance of debt securities, the interest
on which is excludable from the gross income of the holders of
such securities pursuant to Section 103 of the Internal Reve-
nue Code of 1986, or any successor section, for purpose of
financing, in whole or in part, the acquisition or construc-
tion of property to be used by the Company or a Subsidiary,
but such Liens shall be limited to the property so financed
(and the real estate on which such property is to be located);
(14) Liens incurred pursuant to Section 7.06;
(15) Liens affixing to property of the Company or a Subsidiary at
the time a person consolidates with or merges into, or trans-
fers all or substantially all of its assets to, the Company or
a Subsidiary, provided that in the opinion of the Board or
Company management (evidenced by a certified Board resolution
or an Officers' Certificate delivered to the Trustee) the
property acquired pursuant to the consolidation, merger or
asset transfer is adequate security for the Lien.
"Principal Property" means any property or asset used in connection with
or relating to the transmission, distribution, exploration or production of
natural gas whether now or hereafter owned, located in the United States
(excluding territories and possessions) the net depreciated book value of
which on the date as of which the determination is being made exceeds 3% of
the Consolidated Net Tangible Assets of the Company, except any such property
or asset that in the opinion of the Board or Company management (evidenced by
a certified Board resolution or an Officers' Certificate delivered to the
Trustee) is not of material importance to the total business conducted by the
Company and its consolidated Subsidiaries.
<PAGE>
"Restricted Subsidiary" means a Wholly Owned Subsidiary that has
substantially all of its assets located in the United States (excluding
territories and possessions) and owns a Principal Property.
"Sale-Leaseback Transaction" means an arrangement pursuant to which the
Company or a Restricted Subsidiary now owns or hereafter acquires a Principal
Property, transfers it to a person, and leases it back from the person.
"Subsidiary" means a corporation a majority of whose Voting Stock is
owned by the Company or a Subsidiary.
"Voting Stock" means capital stock having voting power under ordinary
circumstances to elect directors.
"Wholly Owned Subsidiary" means a corporation engaged in the business of
the transmission, distribution, exploration or production of natural gas all
of whose Voting Stock is owned by the Company or a Wholly Owned Subsidiary,
the accounts of which are consolidated with those of the Company in its
consolidated financial statements.
"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.
<PAGE>
SECTION 4.04. Limitation on Liens.
Unless the Securities Resolution establishing a series otherwise
provides, the following provisions of this Section shall be applicable as
long as any Securities of that series are outstanding. The Company shall
not, and shall not permit any Restricted Subsidiary to, incur a Lien on
Principal Property to secure a Debt unless:
(1) the Lien equally and ratably secures the Securities and the
Debt. The Lien may equally and ratably secure the Securities
and any other obligation of the Company or a Subsidiary. The
Lien may not secure an obligation of the Company that is
subordinated to the Securities;
(2) the Lien secures Debt incurred to finance all or some of the
purchase price or the cost of construction or improvement of
property of the Company or a Restricted Subsidiary. The Lien
may not extend to any other Principal Property owned by the
Company or a Restricted Subsidiary at the time the Lien is
incurred. However, in the case of any construction or im-
provement, the Lien may extend to unimproved real property
used for the construction or improvement. The Debt secured by
the Lien may not be incurred more than one year after the
later of the (a) acquisition, (b) completion of construction
or improvement, or (c) commencement of full operation, of the
property subject to the Lien;
(3) the Lien is on property of a corporation at the time the
corporation merges into or consolidates with the Company or a
Restricted Subsidiary;
(4) the Lien is on property at the time the Company or a Restrict-
ed Subsidiary acquires the property;
(5) the Lien is on property of a corporation at the time the
corporation becomes a Restricted Subsidiary;
(6) the Lien secures Debt of a Restricted Subsidiary owing to the
Company or another Restricted Subsidiary;
(7) the Lien is in favor of a government or governmental entity
and secures (a) payments pursuant to a contract or statute,
(b) the ability of the Company to maintain self-insurance
under, or participate under any State insurance fund under
legislation designed to insure employees of the Company
against injury or occupational diseases, or (c) Debt incurred
to finance all or some of the purchase price or cost of con-
struction or improvement of the property subject to the Lien;
<PAGE>
(8) the Lien secures Debt which is payable, both with respect to
principal and interest, solely out of the proceeds of oil,
gas, coal or other minerals to be produced from the property
subject thereto and to be sold or delivered by the Company or
a Subsidiary, including any interest of the character commonly
referred to as a "production payment";
(9) the Lien is created or assumed by a Subsidiary on oil, gas,
coal or other mineral property, owned or leased by a Subsid-
iary to secure Debt of such Subsidiary for the purposes of
developing such properties, including any interest of the
character commonly referred to as a "production payment";
provided, however, that neither the Company nor any other
Subsidiary shall assume or guarantee such Debt or otherwise be
liable in respect thereto;
(10) the Lien extends, renews or replaces in whole or in part a
Lien ("existing Lien") permitted by any of clauses (1) through
(9). The Lien may not extend beyond (a) the property subject
to the existing Lien and (b) improvements and construction on
such property. However, the Lien may extend to property that
at the time is not Principal Property. The Debt secured by
the Lien may not exceed the Debt secured at the time by the
existing Lien unless the existing Lien or a predecessor Lien
was incurred under clause (1) or (6);
(11) the Debt plus all other Debt secured by Liens on Principal
Property at the time does not exceed 10% of Consolidated Net
Tangible Assets. However, the following Debt shall be exclud-
ed from all other Debt in the determination: (a) Debt secured
by a Lien permitted by any of clauses (1) through (10) and
(12) and (b) Debt secured by a Lien incurred prior to the date
of this Indenture that would have been permitted by any of
those clauses if this Indenture had been in effect at the
time the Lien was incurred. Attributable Debt for any lease
permitted by clause (3) of Section 4.05 must be included in
the determination and treated as Debt secured by a Lien on
Principal Property not otherwise permitted by any of clauses
(1) through (10) or (12); or
(12) the Lien is a Permitted Lien.
SECTION 4.05. Limitation on Sale and Leaseback.
Unless the Securities Resolution establishing a series otherwise
provides, the following provisions of this Section shall be applicable as
long as any Securities of that series are outstanding. The Company shall
<PAGE>
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 At-
tributable Debt for the lease; or
(4) the Company or a Restricted Subsidiary within 180 days of the
effective date of the lease retires Long-Term Debt of the
Company or a Restricted Subsidiary at least equal in amount to
the Attributable Debt for the lease. A Debt is retired when
it is paid or cancelled. However, the Company or a Restricted
Subsidiary may not receive credit for retirement of: Debt of
the Company that is subordinated to the Securities; or Debt,
if paid in cash, that is owned by the Company or a Restricted
Subsidiary.
SECTION 4.06. No Lien Created, etc.
This Indenture and the Securities do not create a Lien, charge or
encumbrance on any property of the Company or any Subsidiary.
SECTION 4.07. Compliance Certificate.
The Company shall deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company, a brief certificate signed by the
principal executive officer, principal financial officer or principal
accounting officer of the Company, as to the signer's knowledge of the
Company's compliance with all conditions and covenants under this Indenture
(determined without regard to any period of grace or requirement of notice
provided herein).
Any other obligor on the Securities also shall deliver to the Trustee
such a certificate similarly signed as to its compliance with this Indenture
within 120 days after the end of each of its fiscal years.
The certificates need not comply with Section 10.04.
<PAGE>
SECTION 4.08. SEC Reports.
The Company shall provide to the Trustee, within 15 days after the
Company is required to file the same with the SEC, copies of the annual
reports and of the information, documents, and other reports (or such
portions of the foregoing as the SEC may prescribe) which the Company is
required to file with the SEC pursuant to Section 13 or 15(d) of the Securi-
ties Exchange Act of 1934.
Any other obligor on the Securities shall do likewise as to the above
items which it is required to file with the SEC pursuant to those Sections.
ARTICLE 5 -- SUCCESSORS
SECTION 5.01. When Company May Merge, etc.
Unless the Securities Resolution establishing a series otherwise
provides, the Company shall not consolidate with or merge into, or transfer
all or substantially all of its assets to, any person unless:
(1) the person is organized under the laws of the United States or
a State thereof;
(2) the person assumes by supplemental indenture all the obliga-
tions of the Company under this Indenture, the Securities and
any coupons;
(3) immediately after the transaction no Default exists; and
(4) if, as a result of the transaction, a Principal Property would
become subject to a Lien not permitted by Section 4.04, to the
extent applicable, the Company or such person secures the
Securities equally and ratably with or prior to all obliga-
tions secured by the Lien.
The successor shall be substituted for the Company, and thereafter all
obligations of the Company under this Indenture, the Securities and any
coupons shall terminate.
<PAGE>
ARTICLE 6 -- DEFAULTS AND REMEDIES
SECTION 6.01. Events of Default.
Unless the Securities Resolution establishing a series otherwise
provides, an "Event of Default" on the series so established occurs if:
(1) the Company defaults in any payment of interest on any Securi-
ties of the series when the same becomes due and payable and
the Default continues for a period of 60 days;
(2) the Company defaults in the payment of the principal of any
Securities of the series when the same becomes due and payable
at maturity or upon redemption, acceleration or otherwise;
(3) the Company defaults in the payment or satisfaction of any
sinking fund obligation with respect to any Securities of a
series as required by the Securities Resolution establishing
such series and the Default continues for a period of 60 days;
(4) the Company defaults in the performance of any of its other
agreements applicable to the series and the Default continues
for 120 days after the notice specified below;
(5) the Company pursuant to or within the meaning of any Bankrupt-
cy Law:
(A) commences a voluntary case,
(B) consents to the entry of an order for relief against it
in an involuntary case,
(C) consents to the appointment of a Custodian for it or for
all or substantially all of its property, or
(D) makes a general assignment for the benefit of its credi-
tors;
(6) a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that:
(A) is for relief against the Company in an involuntary case,
<PAGE>
(B) appoints a Custodian for the Company or for all or sub-
stantially all of its property, or
(C) orders the liquidation of the Company;
and the order or decree remains unstayed and in effect for 60
days; or
(7) any other Event of Default provided for in the series.
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or State law for the relief of debtors. The term "Custodian" means
any receiver, trustee, assignee, liquidator or a similar official under any
Bankruptcy Law.
A Default under clause (4) is not an Event of Default until the Trustee
or the Holders of at least 25% in principal amount of the series notify the
Company of the Default and the Company does not cure the Default within the
time specified after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "Notice of
Default." If Holders notify the Company of a Default, they shall notify the
Trustee at the same time.
The failure to redeem any Security subject to a Conditional Redemption
is not an Event of Default if any event on which such redemption is so
conditioned does not occur before the redemption date.
SECTION 6.02. Acceleration.
If an Event of Default occurs and is continuing on a series, the Trustee
by notice to the Company, or the Holders of at least 25% in principal amount
of the series by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Securities of the series to be
due and payable immediately. Discounted Securities may provide that the
amount of principal due upon acceleration is less than the stated principal
amount.
The Holders of a majority in principal amount of the series by notice to
the Trustee may rescind an acceleration and its consequences if the rescis-
sion would not conflict with any judgment or decree and if all existing
Events of Default on the series have been cured or waived except nonpayment
of principal or interest that has become due solely because of the accelera-
tion.
<PAGE>
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.
The Holders of a majority in principal amount of a series by notice to
the Trustee may waive an existing Default on such series and its consequences
except:
(1) a Default in the payment of the principal of or interest on
the series, or
(2) a Default in respect of a provision that under Section 9.02
cannot be amended without the consent of each Securityholder
affected.
SECTION 6.05. Control by Majority.
The Holders of a majority in principal amount of a series may direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee, or of exercising any trust or power conferred on the Trustee,
with respect to the series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture.
SECTION 6.06. Limitation on Suits.
A Securityholder of a series may pursue a remedy with respect to the
series only if:
(1) the Holder gives to the Trustee notice of a continuing Event
of Default on the series;
<PAGE>
(2) the Holders of at least 25% in principal amount of the series
make a request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee indemnity satis-
factory to the Trustee against any loss, liability or expense;
(4) the Trustee does not comply with the request within 60 days
after receipt of the request and the offer of indemnity; and
(5) during such 60-day period the Holders of a majority in princi-
pal amount of the series do not give the Trustee a direction
inconsistent with such request.
A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.
SECTION 6.07. Collection Suit by Trustee.
If an Event of Default in payment of interest, principal or sinking fund
payment specified in Section 6.01(1), (2) or (3) occurs and is continuing on
a series, the Trustee may recover judgment in its own name and as trustee of
an express trust against the Company for the whole amount of principal and
interest remaining unpaid on the series.
SECTION 6.08. Priorities.
If the Trustee collects any money for a series pursuant to this Article,
it shall pay out the money in the following order:
First: to the Trustee for amounts due under Section 7.06;
Second: to Securityholders of the series for amounts due and
unpaid for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable for
principal and interest, respectively; and
Third: to the Company.
The Trustee may fix a payment date for any payment to Securityholders.
<PAGE>
ARTICLE 7 -- TRUSTEE
SECTION 7.01. Rights of Trustee.
(1) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter
stated in the document.
(2) Before the Trustee acts or refrains from acting, it may re-
quire an Officers' Certificate or an Opinion of Counsel. The
Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on the Certificate or Opin-
ion.
(3) The Trustee may act through agents and shall not be responsi-
ble for the misconduct or negligence of any agent appointed
with due care.
(4) The Trustee shall not be liable for any action it takes or
omits to take in good faith in accordance with a direction
received by it pursuant to Section 6.05.
(5) The Trustee may refuse to perform any duty or exercise any
right or power which it reasonably believes may expose it to
any loss, liability or expense unless it receives indemnity
satisfactory to it against such loss, liability or expense.
(6) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Compa-
ny. Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.
(7) The Trustee shall have no duty with respect to a Default
unless a Trust Officer has received written notice of such
Default.
(8) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized
and within its powers.
(9) Any Agent shall have the same rights and be protected to the
same extent as if it were Trustee.
<PAGE>
SECTION 7.02. Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities or coupons and may otherwise deal with the Company
or an Affiliate with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.
SECTION 7.03. Trustee's Disclaimer.
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities or any coupons; it shall not be accountable
for the Company's use of the proceeds from the Securities; it shall not be
responsible for any statement in the Securities or any coupons; it shall not
be responsible for any overissue; it shall not be responsible for determining
whether the form and terms of any Securities or coupons were established in
conformity with this Indenture; and it shall not be responsible for determin-
ing whether any Securities were issued in accordance with this Indenture.
SECTION 7.04. Notice of Defaults.
If a Default occurs and is continuing on a series and if it is known to
the Trustee, the Trustee shall mail a notice of the Default within 90 days
after it occurs to Holders of Registered Securities of the series. Except in
the case of a Default in payment on a series, the Trustee may withhold the
notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interest of Holders of the
series. The Trustee shall withhold notice of a Default described in Section
6.01(4) until at least 90 days after it occurs.
SECTION 7.05. Reports by Trustee to Holders.
Any report required by TIA Section 313(a) to be mailed to Security-
holders shall be mailed by the Trustee on or before July 15 of each year.
A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange on which any Securities
are listed. The Company shall notify the Trustee when any Securities are
listed on a stock exchange.
SECTION 7.06. Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be
<PAGE>
limited by any law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable out-of-
pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee (including its officers,
directors and employees) against any loss or liability incurred by it. The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooper-
ate in the defense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need
not pay for any settlement made without its consent.
The Company need not reimburse any expense or indemnify against any loss
or liability incurred by the Trustee through negligence or bad faith.
To secure the Company's payment obligations in this Section, the Trustee
shall have a lien prior to the Securities and any coupons on all money or
property held or collected by the Trustee, except that held in trust to pay
principal or interest on particular securities.
When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.
The provisions of this Section shall survive any termination or dis-
charge of this Indenture (including without limitation any termination under
any Bankruptcy Law) and the resignation or removal of the Trustee.
SECTION 7.07. Replacement of Trustee.
A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance
of appointment as provided in this Section.
The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee with the Company's
consent.
The Company may remove the Trustee if:
(1) the Trustee fails to comply with TIA Section 310(a) or Section
310(b) or with Section 7.09;
<PAGE>
(2) the Trustee is adjudged a bankrupt or an insolvent;
(3) a Custodian or other public officer takes charge of the Trust-
ee or its property;
(4) the Trustee becomes incapable of acting; or
(5) an event of the kind described in Section 6.01(5) or (6)
occurs with respect to the Trustee.
The Company also may remove the Trustee with or without cause if the
Company so notifies the Trustee six months in advance and if no Default
occurs during the six-month period.
If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee.
If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of a majority in principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee fails to comply with TIA Section 310(a) or Section 310(b)
or with Section 7.09, any Securityholder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a succes-
sor Trustee.
A successor Trustee shall deliver a written acceptance of its appoint-
ment to the retiring Trustee and to the Company. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under
this Indenture. The successor Trustee shall mail a notice of its succession
to Holders of Registered Securities. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject
to the lien provided for in Section 7.06.
SECTION 7.08. Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee.
<PAGE>
SECTION 7.09. Trustee's Capital and Surplus.
The Trustee at all times shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published report of
condition.
ARTICLE 8 -- DISCHARGE OF INDENTURE
SECTION 8.01. Defeasance.
Securities of a series may be defeased in accordance with their terms
and, unless the Securities Resolution establishing the series otherwise
provides, in accordance with this Article.
The Company at any time may terminate as to a series all of its obliga-
tions under this Indenture, the Securities of a series and any related
coupons ("legal defeasance option"). The Company at any time may terminate
as to a series its obligations under Sections 4.04 and 4.05 ("covenant
defeasance option"). However, in the case of the legal defeasance option,
the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08,
7.06, 7.07 and 8.04 shall survive until the Securities of the series are no
longer outstanding; thereafter the Company's obligations in Section 7.06
shall survive.
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises
its legal defeasance option, a series may not be accelerated because of an
Event of Default. If the Company exercises its covenant defeasance option, a
series may not be accelerated by reference to Section 4.04 or 4.05.
The Trustee upon request shall acknowledge in writing the discharge of
those obligations that the Company terminates.
SECTION 8.02. Conditions to Defeasance.
The Company may exercise as to a series its legal defeasance option or
its covenant defeasance option if:
(1) the Company irrevocably deposits in trust with the Trustee or
another trustee money or U.S. Government Obligations;
(2) the Company delivers to the Trustee a certificate from a
nationally recognized firm of independent accountants express-
ing their opinion that the payments of principal and interest
when due on the deposited U.S. Government Obligations without
<PAGE>
reinvestment plus any deposited money without investment will
provide cash at such times and in such amounts as will be
sufficient to pay principal and interest when due on all the
Securities of the series to maturity or redemption, as the
case may be;
(3) immediately after the deposit no Default exists;
(4) the deposit does not constitute a default under any other
agreement binding on the Company;
(5) the deposit does not cause the Trustee to have a conflicting
interest under TIA Section 310(a) or Section 310(b) as to
another series;
(6) the Company delivers to the Trustee an Opinion of Counsel to
the effect that Holders of the series will not recognize
income, gain or loss for Federal income tax purposes as a
result of the defeasance; and
(7) 91 days pass after the deposit is made and during the 91-day
period no Default specified in Section 6.01(5) or (6) occurs
that is continuing at the end of the period.
Before or after a deposit the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities at a future date in accor-
dance with Article 3.
"U.S. Government Obligations" means direct obligations of the United
States which have the full faith and credit of the United States pledged for
payment and which are not callable at the issuer's option, or certificates
representing an ownership interest in such obligations.
SECTION 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.02. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture to the payment of principal and
interest on Securities of the defeased series.
SECTION 8.04. Repayment to Company.
The Trustee and the Paying Agent shall promptly turn over to the Company
upon request any excess money or securities held by them at any time.
<PAGE>
The Trustee and the Paying Agent shall pay to the Company upon request
any money held by them for the payment of principal or interest that remains
unclaimed for two years. After payment to the Company, Securityholders
entitled to the money must look to the Company for payment as unsecured
general creditors unless an abandoned property law designates another person.
ARTICLE 9 -- AMENDMENTS
SECTION 9.01. Without Consent of Holders.
The Company and the Trustee may amend this Indenture, the Securities or
any coupons without the consent of any Securityholder:
(1) to cure any ambiguity, omission, defect or inconsistency;
(2) to comply with Article 5;
(3) to provide that specific provisions of this Indenture shall
not apply to a series not previously issued;
(4) to create a series and establish its terms;
(5) to provide for a separate Trustee for one or more series; or
(6) to make any change that does not materially adversely affect
the rights of any Securityholder.
SECTION 9.02. With Consent of Holders.
The Company and the Trustee may amend this Indenture, the Securities and
any coupons with the written consent of the Holders of a majority in princi-
pal amount of the Securities of all series affected by the amendment voting
as one class. However, without the consent of each Securityholder affected,
an amendment under this Section may not:
(1) reduce the amount of Securities whose Holders must consent to
an amendment;
(2) reduce the interest on or change the time for payment of
interest on any Security;
<PAGE>
(3) change the fixed maturity of any Security;
(4) reduce the principal of any non-Discounted Security or reduce
the amount of principal of any Discounted Security that would
be due upon an acceleration thereof;
(5) change the currency in which principal or interest on a Secu-
rity is payable; or
(6) make any change in Section 6.04 or 9.02, except to increase
the amount of Securities whose Holders must consent to an
amendment or waiver or to provide that other provisions of
this Indenture cannot be amended or waived without the consent
of each Securityholder affected thereby.
An amendment of a provision included solely for the benefit of one or
more series does not affect Securityholders of any other series.
Securityholders need not consent to the exact text of a proposed
amendment or waiver; it is sufficient if they consent to the substance
thereof.
SECTION 9.03. Compliance with Trust Indenture Act.
Every amendment pursuant to Section 9.01 or 9.02 shall be set forth in a
supplemental indenture that complies with the TIA as then in effect.
SECTION 9.04. Effect of Consents.
An amendment or waiver becomes effective in accordance with its terms
and thereafter binds every Securityholder entitled to consent to it.
A consent to an amendment or waiver by a Holder of a Security is a
continuing consent by the Holder and every subsequent Holder of a Security
that evidences the same debt as the consenting Holder's Security. Any Holder
or subsequent Holder may revoke the consent as to his Security if the Trustee
receives notice of the revocation before the amendment or waiver becomes
effective.
The Company may fix a record date for the determination of Holders of
Registered Securities entitled to give a consent. The record date shall not
be less than 10 nor more than 60 days prior to the first written solicitation
of Securityholders.
<PAGE>
SECTION 9.05. Notation on or Exchange of Securities.
The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security thereafter authenticated. The Company
may issue in exchange for affected Securities new Securities that reflect the
amendment or waiver.
SECTION 9.06. Trustee Protected.
The Trustee need not sign any supplemental indenture that adversely
affects its rights. The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article is authorized or permitted by this
Indenture, and that such amendment, supplement or waiver constitutes the
legal, valid and binding obligation of the Company.
ARTICLE 10 -- MISCELLANEOUS
SECTION 10.01. Trust Indenture Act.
The provisions of TIA Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Inden-
ture, whether or not expressly set forth herein.
If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.
SECTION 10.02. Notices
Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or
mailed by first-class mail to the other's address shown below:
Company: Consolidated Natural Gas Company
CNG Tower
Pittsburgh, Pennsylvania 15222-3199
Attention: Chief Financial Officer
<PAGE>
Trustee: United States Trust Company of New York
114 West 47th Street
New York, New York 10036
Attention: Corporate Trust Department
A party by notice to the other parties may designate additional or
different addresses for subsequent notices.
Any notice mailed to a Securityholder shall be mailed to his address
shown on the register kept by the Transfer Agent or on the list referred to
in Section 2.06. Failure to mail a notice to a Securityholder or any defect
in a notice mailed to a Securityholder shall not affect the sufficiency of
the notice mailed to other Securityholders or the sufficiency of any pub-
lished notice.
If a notice is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.
If the Company mails a notice to Securityholders, it shall mail a copy
to the Trustee and each Agent at the same time.
If in the Company's opinion it is impractical to mail a notice required
to be mailed or to publish a notice required to be published, the Company may
give such substitute notice as the Trustee approves. Failure to publish a
notice as required or any defect in it shall not affect the sufficiency of
any mailed notice.
All notices shall be in the English language, except that any published
notice may be in an official language of the country of publication.
A "notice" includes any communication required by this Indenture.
SECTION 10.03. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall if so requested furnish to
the Trustee:
(1) an Officers' Certificate stating that, in the opinion of the
signers, all conditions precedent, if any, provided for in
this Indenture relating to the Proposed action have been
complied with; and
<PAGE>
(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 examina-
tion or investigation upon which the statements or opinions
contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such person, he has made
such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.
SECTION 10.05. Rules by Company and Agents.
The Company may make reasonable rules for action by or at a meeting of
Securityholders. An Agent may make reasonable rules and set reasonable
requirements for its functions.
SECTION 10.06. Legal Holidays.
A "Legal Holiday" is a Saturday, a Sunday or a day on which banking
institutions are not required to be open. If a payment date is a Legal
Holiday at a place of payment, unless the Securities Resolution establishing
a series otherwise provides with respect to Securities of the series, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period.
<PAGE>
SECTION 10.07. No Recourse Against Others.
All liability described in the Securities of any director, officer,
employee or stockholder, as such, of the Company is waived and released.
SECTION 10.08. Duplicate Originals.
The parties may sign any number of copies of this Indenture. One signed
copy is enough to prove this Indenture.
SECTION 10.09. Governing Law.
The laws of the State of New York shall govern this Indenture, the
Securities and any coupons, unless federal law governs.
<PAGE>
SIGNATURES
Dated: , 1995 CONSOLIDATED NATURAL GAS COMPANY
By _______________________________________
Vice Chairman of the Board and Chief
Financial Officer
Attest: (SEAL)
_________________________
[Assistant] Secretary
Dated: , 1995 UNITED STATES TRUST COMPANY OF
NEW YORK
By _______________________________________
Attest: (SEAL)
_________________________
<PAGE>
EXHIBIT A
A Form of Registered Security
No. $
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Consolidated Natural Gas Company
promises to pay to
or registered assigns
the principal sum of Dollars on ,
Interest Payment Dates:
Record Dates:
Dated:
CONSOLIDATED NATURAL GAS COMPANY
Transfer Agent and Paying Agent
By____________________________________
Chairman of the Board
Authenticated:
(SEAL)
Attest:
Registrar, by Secretary
Authorized Signature
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest.1
Consolidated Natural Gas Company ("Company"), a Dela-
ware corporation, promises to pay interest on the
principal amount of this Security at the rate per annum
shown above. The Company will pay interest semiannual-
ly on and of each
year commencing , 19__. Interest on the
Securities will accrue from the most recent date to
which interest has been paid or, if no interest has
been paid, from , 19__. Interest will be
computed on the basis of a 360-day year of twelve 30-
day months.
2. Method of Payment.2
The Company will pay interest on the Securities to the
persons who are registered holders of Securities at the
close of business on the record date for the next
interest payment date, except as otherwise provided in
the Indenture. Holders must surrender Securities to a
Paying Agent to collect principal payments. The Compa-
ny will pay principal and interest in money of the
United States that at the time of payment is legal
tender for payment of public and private debts. The
Company may pay principal and interest by check payable
in such money. It may mail an interest check to a
holder's registered address.
3. Securities Agents.
Initially, , , will
act as Paying Agent, Transfer Agent and Registrar. The
Company may change any Paying Agent, Transfer Agent or
Registrar without notice. The Company or any Affiliate
may act in any such capacity. Subject to certain
conditions, the Company may change the Trustee.
4. Indenture.
The Company issued the securities of this series ("Se-
curities") under an Indenture dated as of March 1, 1995
("Indenture") between the Company and United States
Trust Company of New York ("Trustee"). The terms of
the Securities include those stated in the Indenture
and in the Securities Resolution establishing the
Securities and those made part of the Indenture by the
Trust Indenture Act of 1939 (15 U.S. Code Sec-
tions 77aaa-77bbbb). Securityholders are referred to
the Indenture, the Securities Resolution and such Act
for a statement of such terms.
5. Optional Redemption.3
On or after , the Company may redeem all
the Securities at any time or some of them from time to
time at the following redemption prices (expressed in
percentages of principal amount), plus accrued interest
to the redemption date.
If redeemed during the 12-month period beginning,
Year Percentage Year Percentage
and thereafter at 100%.
6. Mandatory Redemption.4
The Company will redeem $ principal amount of
Securities on and on each
thereafter through at a redemption
price of 100% of principal amount, plus accrued inter-
est to the redemption date.5 The Company may reduce
the principal amount of Securities to be redeemed
pursuant to this paragraph by subtracting 100% of the
principal amount (excluding premium) of any Securities
(i) that the Company has acquired or that the Company
has redeemed other than pursuant to this paragraph and
(ii) that the Company has delivered to the Registrar
for cancellation. The Company may so subtract the same
Security only once.
7. Additional Optional Redemption.6
In addition to redemptions pursuant to the above para-
graph(s), the Company may redeem not more than $
principal amount of Securities on
and on each thereafter through
at a redemption price of 100% of principal amount,
plus accrued interest to the redemption date.
8. Notice of Redemption.7
Notice of redemption will be mailed at least 20 days
but not more than 60 days before the redemption date to
each holder of Securities to be redeemed at his regis-
tered address.
9. Denominations, Transfer, Exchange.
The Securities are in registered form without coupons
in denominations of $1,0008 and whole multiples of
$1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the
Indenture. The Transfer Agent may require a holder,
among other things, to furnish appropriate endorsements
and transfer documents and to pay any taxes and fees
required by law or the Indenture. The Transfer Agent
need not exchange or register the transfer of any
Security or portion of a Security selected for redemp-
tion. Also, it need not exchange or register the
transfer of any Securities for a period of 15 days
before a selection of Securities to be redeemed.
10. Persons Deemed Owners.
The registered holder of a Security may be treated as
its owner for all purposes.
11. Amendments and Waivers.
Subject to certain exceptions, the Indenture or the
Securities may be amended with the consent of the
holders of a majority in principal amount of the secu-
rities of all series affected by the amendment.9 Sub-
ject to certain exceptions, a default on a series may
be waived with the consent of the holders of a majority
in principal amount of the series.
Without the consent of any Securityholder, the Inden-
ture or the Securities may be amended, among other
things, to cure any ambiguity, omission, defect or
inconsistency; to provide for assumption of Company
obligations to Securityholders; or to make any change
that does not materially adversely affect the rights of
any Securityholder.
12. Restrictive Covenants.10
The Securities are unsecured general obligations of the
Company limited to $ principal amount. The
Indenture does not limit other unsecured debt. It does
limit certain mortgages and sale-leaseback transactions
if the property or asset mortgaged or leased is used
for, or related to, the transmission, distribution,
exploration or production of natural gas. The limita-
tions are subject to a number of important qualifica-
tions and exceptions.
13. Successors.
When a successor assumes all the obligations of the
Company under the Securities and the Indenture, the
Company will be released from those obligations.
14. Defeasance Prior to Redemption or Maturity.11
Subject to certain conditions, the Company at any time
may terminate some or all of its obligations under the
Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations
for the payment of principal and interest on the Secu-
rities to redemption or maturity. U.S. Government
Obligations are securities backed by the full faith and
credit of the United States of America or certificates
representing an ownership interest in such Obligations.
15. Defaults and Remedies.
An Event of Default12 includes: default for 60 days in
payment of interest on the Securities; default in
payment of principal on the Securities; default for 60
days in the payment of any sinking fund obligation;
default by the Company for a specified period after
notice to it in the performance of any of its other
agreements applicable to the Securities; certain events
of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of
Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the
Securities may declare the principal13 of all the Secu-
rities to be due and payable immediately.
Securityholders may not enforce the Indenture or the
Securities except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Securities. Subject
to certain limitations, holders of a majority in prin-
cipal amount of the Securities may direct the Trustee
in its exercise of any trust or power. The Trustee may
withhold from Securityholders notice of any continuing
default (except a default in payment of principal or
interest) if it determines that withholding notice is
in their interests. The Company must furnish an annual
compliance certificate to the Trustee.
16. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee
under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and
may otherwise deal with those persons, as if it were
not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any
obligations of the Company under the Securities or the
Indenture or for any claim based on, in respect of or
by reason of such obligations or their creation. Each
Securityholder by accepting a Security waives and
releases all such liability. The waiver and release
are part of the consideration for the issue of the
Securities.
18. Authentication.
This Security shall not be valid until authenticated by
a manual signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a
Securityholder or an assignee, such as: TEN COM (=ten-
ants in common), TEN ENT (=tenants by the entirety), JT
TEN (=joint tenants with right of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A
(=Uniform Gifts to Minors Act).
The Company will furnish to any Securityholder upon written
request and without charge a copy of the Indenture and the
Securities Resolution, which contains the text of this Security
in larger type. Requests may be made to: Secretary, Consolidat-
ed Natural Gas Company, CNG Tower, Pittsburgh, Pennsylvania
15222-3199.
<PAGE>
EXHIBIT B
A Form of Bearer Security
No. $
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Consolidated Natural Gas Company
promises to pay to bearer
the principal sum of Dollars on ,
Interest Payment Dates:
Dated:
CONSOLIDATED NATURAL GAS COMPANY
Transfer Agent
By ____________________________________
Chairman of the Board
Authenticated:
(SEAL)
Attest:
Registrar, by Secretary
Authorized Signature
<PAGE>
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
1. Interest.1
Consolidated Natural Gas Company ("Company"), a Delaware corpora-
tion, 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 March 1, 1995 ("Indenture") between
the Company and United States Trust Company of New York ("Trust-
ee"). The terms of the Securities include those stated in the
Indenture and in the Securities Resolution establishing the Securi-
ties and those made part of the Indenture by the Trust Indenture
Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders
are referred to the Indenture, the Securities Resolution and such
Act for a statement of such terms.
5. Optional Redemption.3
On or after , the Company may redeem all the Securi-
ties 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
Agent within the two preceding years. A holder of Securities may
miss important notices if he fails to maintain his name and address
with the Transfer Agent.
9. Denominations, Transfer, Exchange.
The Securities are in bearer form with coupons in denominations of
$5,0008 and whole multiples of $5,000. The Securities may be
transferred by delivery and exchanged as provided in the Indenture.
Upon an exchange, 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 princi-
pal amount of the securities of all series affected by the amend-
ment.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 ambigu-
ity, 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,
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, 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 termi-
nate 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 Default12 includes: default for 60 days in payment of
interest on the Securities; default in payment of principal on the
Securities; default for 60 days in the making of any sinking fund
payment; default by the Company for a specified period after notice
to it in the performance of any of its other agreements applicable
to the Securities; certain events of bankruptcy or insolvency; and
any other Event of Default provided for in the series. If an Event
of Default occurs and is continuing, the Trustee or the holders of
at least 25% in principal amount of the Securities may declare the
principal13 of all the 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 withholding notice is in their interests. The
Company must furnish an annual compliance certificate to the
Trustee.
16. Trustee Dealings with Company.
United States Trust Company of New York, the Trustee under the
Indenture, in its individual or any other capacity, may make loans
to, accept deposits from, and perform services for the Company or
its Affiliates, and may otherwise deal with those persons, as if it
were not Trustee.
17. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of such obligations or their
creation. Each Securityholder by accepting a Security waives and
releases all such liability. The waiver and release are part of
the consideration for the issue of the Securities.
18. Authentication.
This Security shall not be valid until authenticated by a manual
signature of the Registrar.
19. Abbreviations.
Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as: TEN COM (=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, Pennsyl-
vania 15222-3199.<PAGE>
[FACE OF COUPON]
.................
[$].............
Due............
CONSOLIDATED NATURAL GAS COMPANY
[Title of Security]
Unless the Security attached to this coupon has been called for redemp-
tion, 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
<PAGE>
NOTES TO EXHIBITS A AND B
1. If the Security is not to bear interest at a fixed rate per
annum, insert a description of the manner in which the rate
of interest is to be determined. If the Security is not to
bear interest prior to maturity, so state.
2. If the method or currency of payment is different, insert a
statement thereof.
3. If applicable. If the Security is to be subject to a nonre-
funding restriction, insert a brief summary thereof. If the
redemption is to be subject to a condition, insert a brief
summary thereof.
4. If applicable.
5. If the Security is a Discounted Security, insert amount to
be redeemed or method of calculating such amount.
6. If applicable. Also insert, if applicable, provisions for
repayment of Securities at the option of the Securityholder.
7. If applicable. If the Company may condition such redemption
on the happening of a stated event, in which case the notice
will so provide, insert a brief summary thereof.
8. If applicable. Insert additional or different denomina-
tions.
9. If different terms apply, insert a brief summary thereof.
10. If applicable. If the Security is to have the benefit of
additional or different covenants, insert a brief summary
thereof.
11. If applicable. If different defeasance terms apply, insert
a brief summary thereof.
12. If additional or different Events of Default apply, insert a
brief summary thereof.
13. If the Security is a Discounted Security, set forth the
amount due and payable upon an Event of Default.
Note: U.S. tax law may require certain legends on Discounted
and Bearer Securities.
<PAGE>
EXHIBIT C
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_________________________________________
: :
:_________________________________________:
(Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________
agent to transfer this Security on the books of the Company. The
agent may substitute another to act for him.
Date: _______________ Your Signature: _______________________
______________________
(Sign exactly as your name appears on the other side of this
Security)
March 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Consolidated Natural Gas Company
$500,000,000 aggregate principal
amount of Debt Securities
Dear Sirs:
This opinion is rendered in connection with the pro-
posed issue and sale, by Consolidated Natural Gas Company
("Consolidated") of up to $500,000,000 principal amount of its
Debt Securities ("Debt Securities") from time to time, in one
or more series, as described in Consolidated's registration
statements on Form S-3, Nos. 33-52585 and 33-49469, including
the prospectus constituting a part thereof (collectively, the
"Registration Statements"), a post-effective amendment to which
is to be filed with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933 simultaneously
herewith.
As counsel for Consolidated, we have examined, among
other things, the following: the certificate of incorporation
and by-laws of Consolidated; the declaration on Form U-1, as
amended, at SEC File No. 70-8107 ("Declaration"); the Registra-
tion Statements to which this opinion is an exhibit; the exhib-
its to the Declaration and Registration Statements, including
the form of Indenture between Consolidated and United States
Trust Company of New York, as Trustee, under which the Debt
Securities are to be issued; and the corporate records and pro-
ceedings relating to the issue and sale of such Debt Securi-
ties. The Declaration was made effective by SEC Order, dated
March 6, 1995, in SEC Release No. 35-26245.
<PAGE>
In our opinion, when
(1) the SEC shall have permitted said Registration Statements
to become effective, as post-effectively amended, and
(2) the Board of Directors, or a committee thereof, of
Consolidated shall have determined, through adoption of a
securities resolution ("Securities Resolution"), the
principal amount of Debt Securities to be offered and
approved the terms and conditions of the sale of the Debt
Securities in the manner contemplated by the Registration
Statements,
said Debt Securities will be duly authorized and, upon the execution,
authentication, issuance and delivery thereof and payment therefor, as
contemplated by the Registration Statements, the Debt Securities will be
legally issued and validly outstanding and will be binding obligations of
Consolidated, in accordance with their terms and the terms of the
Securities Resolution relating thereto.
We hereby consent to the use of our names under the heading
"Legal Opinions" in the prospectus constituting a part of the Registration
Statements, and any amendments or supplements thereto, and to the use of
this opinion as an exhibit to the Registration Statements. We also hereby
consent to the statement in Note 15 of the Notes to the Financial
Statements in Consolidated's Annual Report on Form 10-K for the year ended
December 31, 1993, to the effect that the ultimate liability arising from
the claims and suits pending against Consolidated's subsidiary companies
will not have a material effect on Consolidated's financial position or
results of operations.
Very truly yours,
/s/ Stephen E. Williams
Stephen E. Williams
Senior Vice President and
General Counsel
/s/ N. F. Chandler
N. F. Chandler
Attorney
2
POWER OF ATTORNEY
For Registration Statement of
Consolidated Natural Gas Company
KNOW ALL MEN BY THESE PRESENTS, That each of the undersigned
directors and officers of CONSOLIDATED NATURAL GAS COMPANY, a Delaware
corporation (the "Company"), which proposes to file with the Securities
and Exchange Commission, Washington, DC, ("SEC") under the provisions of
the Securities Act of 1933, as amended (the "Act"), a registration
statement or statements or amendments to currently effective registration
statements (collectively, the "Filings") for the registration or continued
registration under said Act of up to an aggregate of $500,000,000
principal amount of senior unsecured debt securities to be issued under a
new modernized and flexible indenture, hereby constitutes and appoints
George A. Davidson, Jr. and L. D. Johnson, his or her true and lawful
attorneys-in-fact and agents, and each of them with full power to act
without the other his or her true and lawful attorney-in-fact and agent,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign the Filings and any and all amendments thereto, and to
file the same with all exhibits thereto and any and all other documents in
connection therewith, with the SEC, hereby granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do and
perform any and all acts and things requisite and necessary to be done in
and about the premises as fully and to all intents and purposes as he or
she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have hereunto set their
hands and seals this 14th day of March, 1995.
/s/William S. Barrack, Jr. (L.S.) /s/S. R. McGreevy (L.S.)
William S. Barrack, Jr., Director S. R. McGreevy, Vice President,
Accounting and Financial Control
/s/J. W. Connolly (L.S.) /s/Margaret A. McKenna (L.S.)
J. W. Connolly, Director Margaret A. McKenna, Director
/s/George A. Davidson, Jr. (L.S.) /s/Steven A. Minter (L.S.)
George A. Davidson, Jr., Chairman Steven A. Minter, Director
of the Board, Chief Executive
Officer and Director
/s/Ray J. Groves (L.S.) /s/Walter R. Peirson (L.S.)
Ray J. Groves, Director Walter R. Peirson, Director
/s/L. D. Johnson (L.S.) /s/Richard P. Simmons (L.S.)
L. D. Johnson, Vice Chairman Richard P. Simmons, Director
of the Board and Chief Financial
Officer and Director
/s/Paul E. Lego (L.S.) /s/Lois Wyse (L.S.)
Paul E. Lego, Director Lois Wyse, Director
FORM T-1
===================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2) _______
__________________
UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-545986
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification No.)
114 West 47th Street 10036-1532
New York, NY (Zip Code)
(Address of principal
executive offices)
__________________
Consolidated Natural Gas Company
(Exact name of obligor as specified in its charter)
Delaware 13-0596475
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
CNG Tower
625 Liberty Avenue 15222-3199
Pittsburgh, Pennsylvania (Zip Code)
(Address of principal executive offices)
__________________
Debt Securities
===================================================
(Title of the indenture securities)
<PAGE>
GENERAL
1. General Information
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Washington, D.C.
New York State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:
Responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and
15 of Form T-1 are not required under General Instruction B.
16. List of Exhibits.
T-1.1 - "Chapter 204, Laws of 1853, An Act to Incorporate
the United States Trust Company of New York, as
Amended", is incorporated by reference to Exhibit T-1.1
to Form T-1 filed on September 20, 1991 with the
Securities and Exchange Commission (the "Commission")
pursuant to the Trust Indenture Act of 1939
(Registration No. 2221291).
T-1.2 - The trustee was organized by a special act of the
New York Legislature in 1853 prior to the time that the
New York Banking Law was revised to require a
Certificate of authority to commence business.
Accordingly, under New York Banking Law, the Charter
(Exhibit T-1.1) constitutes an equivalent of a
certificate of authority to commence business.
T-1.3 - The authorization of the trustee to exercise
corporate trust powers is contained in the Charter
(Exhibit T-1.1).<PAGE>
16. List of Exhibits
(Continued)
T-1.4 - The By-laws of the United States Trust Company of
New York, as amended to date, are incorporated by
reference to Exhibit T-1.4 to Form T-1 filed on
September 20, 1991 with the Commission pursuant to the
Trust Indenture Act of 1939 (Registration No. 2221291).
T-1.6 - The consent of the trustee required by Section
321(b) of the Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the
trustee published pursuant to law or the requirements of
its supervising or examining authority.
NOTE
As of February 27, 1995, the trustee had 2,999,020 shares of
Common Stock outstanding, all of which are owned by its parent
company, U.S. Trust Corporation. The term "trustee" in Item 2,
refers to each of United States Trust Company of New York and its
parent company, U.S. Trust Corporation.
In answering Item 2 in this statement of eligibility as to
matters peculiarly within the knowledge of the obligor or its
directors, the trustee has relied upon information furnished to
it by the obligor and will rely on information to be furnished by
the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.
__________________
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, United States Trust Company of New York, a
corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State
of New York, on the 27th day of February, 1995.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ John Guiliano
John Guiliano
Vice President
<PAGE>
Exhibit T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
March 19, 1992
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust
Indenture Act of 1939, as amended by the Trust Indenture Reform
Act of 1990, and subject to the limitations set forth therein,
United States Trust Company of New York ("U.S. Trust") hereby
consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by
such authorities to the Securities and Exchange Commission upon
request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
______________________________
By: S/Gerard F. Ganey
Senior Vice President
<PAGE>
EXHIBIT T-1.7
Consolidated Report of Condition of
United States Trust Company of New York
and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System,
at the close of business on September 30, 1994, published in accordance with
a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
a. Noninterest bearing balances and currency and coin: $ 356,398
b. Interest bearing balances: 70,000
Held to maturity securities: 448,254
Available for sale securities: 1,021,191
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBF's:
a: Federal funds sold: 24,448
b: Securities purchased under agreements to resell: 0
Loans and lease financing receivables:
a. Loans and leases, net of unearned income: 1,392,864
b. LESS: Allowance for loan and lease losses: 12,619
c. Loans and leases, net of unearned income,
allowance and reserve: 1,380,245
Assets held in trading accounts: 0
Premises and fixed assets (including capitalized leases): 95,900
Other real estate owned: 11,418
Investments in unconsolidated subsidiaries and associated companies: 581
Customers' liability to this bank on acceptance outstanding: 0
Intangible assets: 1,854
Other assets: 123,230
-----------
TOTAL ASSETS: $ 3,533,519
===========
LIABILITIES
Deposits:
a. In domestic offices: $ 2,032,684
(1) Non interest bearing: 898,457
(2) Interest bearing: 1,134,227
b. In foreign offices, Edge and Agreement
subsidiaries, and IBF's: 7,611
(1) Noninterest bearing 0
(2) Interest bearing: 7,611
Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBF's:
a. Federal funds purchased: 1,148,301
b. Securities sold under agreements to repurchase: 8,099
Demand notes issued to the U.S. Treasury: 2,000
Trading Liabilities 0
Other Borrowed Money:
With original maturity of one year or less: 35,035
With original maturity of more than one year: 0
Mortgage indebtedness and obligations under capitalized leases: 1,243
Bank's liability on acceptances executed and outstanding: 0
Subordinated notes and debentures: 12,453
Other liabilities: 84,934
------------
TOTAL LIABILITIES: $ 3,332,360
============
Limited life preferred stock and related surplus: 0
------------
<PAGE>
EQUITY CAPITAL
Perpetual preferred stock and related surplus: 0
Common Stock: $ 14,995
Surplus: 41,500
Undivided profits and capital reserves: 148,014
Net unrealized holding gains (losses) on available-for-sale securities (3,350)
Cumulative foreign currency translation adjustments: 0
TOTAL EQUITY CAPITAL: $ 201,159
-----------
TOTAL LIABILITIES, LIMITED LIFE PREFERRED STOCK, AND
EQUITY CAPITAL: $ 3,533,519
===========
I, RICHARD E. BRINKMANN, SENIOR VICE PRESIDENT & CONTROLLER, of
the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System
and is true to the best of my knowledge and belief.
RICHARD E. BRINKMANN, SVP & CONTROLLER
October 31, 1994
We, the undersigned directors, attest the correctness of this
Report of Condition and declare that it has been examined by us
and to the best of our knowledge and belief has been prepared in
conformance with the instructions issued by the Board of Gover-
nors of the Federal Reserve System and is true and correct.
H. MARSHALL SCHWARZ : Directors
JEFFREY S. MAURER :
FREDERICK S. WONHAM :
