<PAGE>
EXHIBIT 4.2
DOMINION RESOURCES, INC.
Issuer
TO
THE CHASE MANHATTAN BANK
Trustee
-------------------------
Seventh Supplemental Indenture
Dated as of October 1, 2000
-------------------------
$412,500,000
2000 Series G 8.05% Senior Notes,
due November 15, 2006
<PAGE>
TABLE OF CONTENTS*
<TABLE>
<S> <C>
ARTICLE I
2000 SERIES G 8.05% SENIOR NOTES
SECTION 101. Establishment............................................ 1
SECTION 102. Definitions.............................................. 2
SECTION 103. Payment of Principal and Interest........................ 5
SECTION 104. Denominations............................................ 6
SECTION 105. Global Securities........................................ 6
SECTION 106. Remarketing.............................................. 7
SECTION 107. Sinking Fund............................................. 10
SECTION 108. Additional Interest...................................... 10
SECTION 109. Paying Agent............................................. 10
SECTION 110. Limitation on Liens...................................... 10
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company...................................... 14
SECTION 202. Ratification and Incorporation of Original Indenture..... 14
SECTION 203. Executed in Counterparts................................. 14
SECTION 204. Assignment............................................... 14
</TABLE>
_______________________
* This Table of Contents does not constitute part of the Indenture or
have any bearing upon the interpretation of any of its terms and provisions.
<PAGE>
THIS SEVENTH SUPPLEMENTAL INDENTURE is made as of the first day of October,
2000, by and between DOMINION RESOURCES, INC., a Virginia corporation, having
its principal office at 120 Tredegar Street, Richmond, Virginia 23219 (the
"Company"), and THE CHASE MANHATTAN BANK, a New York banking corporation, as
Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Indenture, dated
as of June 1, 2000 (the "Original Indenture"), as heretofore supplemented and
amended, with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as heretofore supplemented and amended and as
further supplemented by this Seventh Supplemental Indenture, is herein called
the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a series of
Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Seventh Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
2000 SERIES G 8.05% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series of
-------------
Securities to be issued under the Indenture, to be designated as the Company's
2000 Series G 8.05% Senior Notes, due November 15, 2006 (the "Series G Senior
Notes").
There are to be authenticated and delivered $412,500,000 principal amount
of Series G Senior Notes and no further Series G Senior Notes shall be
authenticated and delivered except as provided by Sections 304, 305, 306 or 905
of the Original Indenture or by Section 106 hereof.
<PAGE>
The Series G Senior Notes shall be issued in definitive fully registered
form without coupons, in substantially the form set out in Exhibit A hereto.
---------
The entire principal amount of the Series G Senior Notes shall initially be
evidenced by one or more certificates issued to The Chase Manhattan Bank, as
Purchase Contract Agent under the Purchase Contract Agreement (as defined
below).
The form of the Trustee's Certificate of Authentication for the Series G
Senior Notes shall be in substantially the form set forth in Exhibit B hereto.
---------
Each Series G Senior Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.
SECTION 102. Definitions. The following defined terms used herein shall,
-----------
unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture or the Purchase Contract
Agreement, as the case may be and as the context may require.
"Applicable Spread" means the spread determined as set forth below, based
on the Prevailing Rating of the Series G Senior Notes in effect at the close of
business on the Business Day immediately preceding the date of the Failed
Remarketing:
Prevailing Rating Spread
----------------- ------
AA/"Aa2"................................................ 3.00%
A/"A2".................................................. 4.00%
BBB/"Baa2".............................................. 5.00%
Below BBB/"Baa2"........................................ 7.00%
"Business Day" has the meaning set forth in Section 1.1(d) of the Purchase
Contract Agreement.
"Interest Payment Dates" means February 15, May 15, August 15 and November
15 of each year, commencing on February 15, 2001.
"Lien" means any mortgage, lien, pledge, security interest or other
encumbrance of any kind.
"Material Subsidiary" means a Subsidiary of the Company whose total assets
(as determined in accordance with GAAP) represent at least 20% of the total
assets of the Company on a consolidated basis; provided, however, that in no
event shall Dominion Capital, Inc. be included as a Material Subsidiary.
"Original Issue Date" means October 12, 2000.
"Outstanding", when used with respect to the Series G Senior Notes, means,
as of the date of determination, all Series G Senior Notes, theretofore
authenticated and delivered under the Indenture, except:
2
<PAGE>
(i) Series G Senior Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Series G Senior Notes for whose payment at Maturity the
necessary amount of money or money's worth has been theretofore deposited (other
than pursuant to Section 402 of the Original Indenture) with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Series G Senior Notes.
(iii) Series G Senior Notes with respect to which the Company has
effected defeasance or covenant defeasance has been effected pursuant to Section
402 of the Original Indenture; and
(iv) Series G Senior Notes that have been paid pursuant to Section
306 of the Original Indenture or in exchange for or in lieu of which other
Series G Senior Notes have been authenticated and delivered pursuant to the
Indenture, other than any such Series G Senior Notes in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such
Series G Senior Notes are held by a bona fide purchaser in whose hands such
Series G Senior Notes are valid obligations of the Company;
provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Series G Senior Notes have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or are
present at a meeting of Holders of Series G Senior Notes for quorum purposes,
Series G Senior Notes owned by the Company or any other obligor upon the Series
G Senior Notes or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making any such determination or
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Series G Senior Notes which a Responsible Officer of the Trustee
knows to be so owned shall be so disregarded. Series G Senior Notes so owned
which shall have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
right so to act with respect to such Series G Senior Notes and (B) that the
pledgee is not the Company or any other obligor upon the Series G Senior Notes
or an Affiliate of the Company or such other obligor.
"Pledge Agreement" means the Pledge Agreement, dated as of October 12,
2000, among the Company, Bank One Trust Company, N.A., as Collateral Agent and
Securities Intermediary, and The Chase Manhattan Bank, as Purchase Contract
Agent.
"Prevailing Rating," for the purposes of the definition of Applicable
Spread, means:
(i) AA/"Aa2" if the Series G Senior Notes have a credit rating of AA or
better by Standard & Poor's Ratings Services ("S&P") and "Aa2" or better by
Moody's Investors Service, Inc. ("Moody's") or the equivalent of such ratings by
such agencies or a substitute rating agency or substitute rating agencies
selected by the Remarketing Agent;
3
<PAGE>
(ii) if not under clause (i) above, then A/"A2" if the Series G Senior
Notes have a credit rating of A or better by S&P and "A2" or better by Moody's
or the equivalent of such ratings by such agencies or a substitute rating agency
or substitute rating agencies selected by the Remarketing Agent;
(iii) if not under clauses (i) or (ii) above, then BBB/"Baa2" if the Series
G Senior Notes have a credit rating of BBB or better by S&P and "Baa2" or better
by Moody's or the equivalent of such ratings by such agencies or a substitute
rating agency or substitute rating agencies selected by the Remarketing Agent;
or
(iv) if not under clauses (i), (ii) or (iii) above, then Below BBB/"Baa2".
Notwithstanding the foregoing, (A) if (i) the credit rating of the Series G
Senior Notes by S&P shall be on the "Credit Watch" of S&P with a designation of
"negative implications" or "developing", or (ii) the credit rating of the Series
G Senior Notes by Moody's shall be on the "Corporate Credit Watch List" of
Moody's with a designation of "downgrade" or "uncertain", or, in each case, on
any successor list of S&P or Moody's with a comparable designation, the
Prevailing Ratings of the Series G Senior Notes shall be deemed to be within a
range one full level lower in the table set forth in the definition of
Applicable Spread than those actually assigned to the Series G Senior Notes by
S&P and Moody's and (B) if the Series G Senior Notes are rated by only one
rating agency prior to or on the Remarketing Date, the Prevailing Rating shall
at all times be determined without reference to the rating of any other rating
agency; provided that if no such rating agency shall have in effect a rating for
the Series G Senior Notes and the Remarketing Agent is unable to identify a
substitute rating agency or rating agencies, the Prevailing Rating shall be
below BBB/"Baa2".
"Principal Property" means any plant or facility of the Company located in
the United States that in the opinion of the Board of Directors or management of
the Company is of material importance to the business conducted by the Company
and its consolidated Subsidiaries taken as whole.
"Purchase Contract Agreement" means the Purchase Contract Agreement, dated
as of October 12, 2000, between the Company and The Chase Manhattan Bank, as
Purchase Contract Agent.
"Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the Business Day preceding such Interest Payment Date;
provided, that with respect to Series G Senior Notes that are not in book-entry
only form, the Regular Record Date shall be the close of business on the 15/th/
Business Day preceding such Interest Payment Date.
"Remarketing" has the meaning set forth in Section 106.
"Reset Rate" means the rate per annum that results from:
(i) the Remarketing of the Series G Senior Notes on the third
Business Day immediately preceding the Purchase Contract Settlement Date (the
"Remarketing Date") pursuant to the Remarketing Agreement, dated as of October
12, 2000 (the "Remarketing Agreement"), between the Company and Lehman Brothers
Inc. (the "Remarketing Agent"); or
4
<PAGE>
(ii) upon the occurrence of a Failed Remarketing (as such term is
defined below), the Two-Year Benchmark Rate plus the Applicable Spread.
"Stated Maturity" means November 15, 2006.
"Telerate" means the Dow Jones Telerate Service.
"Two-Year Benchmark Rate" means the bid side rate displayed at 10:00 a.m.
(New York City time) on the third Business Day preceding the Purchase Contract
Settlement Date for direct obligations of the United States having a maturity
comparable to the remaining term to the Stated Maturity of the Series G Senior
Notes, as agreed upon by the Company and the Remarketing Agent as displayed in
the Telerate system or, if the Telerate system is no longer available or, in the
judgment of the Remarketing Agent (after consultation with the Company), no
longer an appropriate system from which to obtain such rate, such other
nationally recognized quotation system as, in the judgment of the Remarketing
Agent (after consultation with the Company) is appropriate. If this rate is not
so displayed, the Two-Year Benchmark Rate will be calculated by the Remarketing
Agent as the yield to maturity for direct obligations of the United States
having a maturity comparable to the remaining term to the Stated Maturity of the
Series G Senior Notes, expressed as a bond equivalent on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis, and computed by
taking the arithmetic mean of the secondary market bid rates, as of 10:30 a.m.
(New York City time) on the third Business Day preceding the Purchase Contract
Settlement Date of three leading United States government securities dealers
selected by the Remarketing Agent (after consultation with the Company) (which
may include the Remarketing Agent or an Affiliate thereof). However, if, in the
judgment of the Remarketing Agent, after consultation with the Company, direct
obligations of the United States are no longer appropriate benchmarks for the
purpose of setting the Reset Rate if a Failed Remarketing has occurred, the
Remarketing Agent and the Company will agree upon another Two-Year Benchmark
Rate.
SECTION 103. Payment of Principal and Interest. The principal of the
---------------------------------
Series G Senior Notes shall be due at the Stated Maturity. The unpaid principal
amount of the Series G Senior Notes shall bear interest at the rate of 8.05% per
annum to but excluding the Purchase Contract Settlement Date and at the Reset
Rate from and including the Purchase Contract Settlement Date, such interest to
accrue from the Original Issue Date or from the most recent Interest Payment
Date to which interest has been paid or duly provided for until the principal
thereof is paid or made available for payment. The interest payment due on
February 15, 2005 will thus include interest for the day of November 15, 2004
calculated at the rate of 8.05% per annum and interest for the days from and
including November 16, 2004 to, but not including, February 15, 2005 calculated
at the Reset Rate. Interest shall be paid quarterly in arrears on each Interest
Payment Date to the Person in whose name the Series G Senior Notes are
registered on the Regular Record Date for such Interest Payment Date; provided
that interest payable at the Stated Maturity of principal as provided herein
will be paid to the Person to whom principal is payable. Any such interest that
is not so punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either be paid to the
Person or Persons in whose name the Series G Senior Notes are registered at the
close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee (in accordance with Section 307 of the
Original Indenture), notice whereof shall be given
5
<PAGE>
to Holders of the Series G Senior Notes not less than ten (10) days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which
the Series G Senior Notes may be listed, and upon such notice as may be required
by any such exchange, all as more fully provided in the Original Indenture.
Payments of interest on the Series G Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series G Senior Notes shall be computed and paid (1) for any
full quarterly period, on the basis of a 360-day year of twelve 30-day months,
(2) for any period shorter than a full quarterly period, on the basis of a 30-
day month and (3) for any period less than a month, on the basis of the actual
number of days elapsed per 30-day month. In the event that any date on which
interest is payable on the Series G Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable. However, if such Business Day is in the
next calendar year, then such payment will be made on the preceding Business
Day.
Payment of the principal and interest on the Series G Senior Notes shall be
made at the office of the Paying Agent in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, with any such payment that is due at the Stated
Maturity of any Series G Senior Notes being made upon surrender of such Series G
Senior Notes to the Paying Agent. Payments of interest (including interest on
any Interest Payment Date) will be made, subject to such surrender where
applicable, at the option of the Company, (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto. In the event that any date on which principal and interest is payable
on the Series G Senior Notes is not a Business Day, then payment of the
principal and interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable. However, if such Business Day is in
the next calendar year, then such payment will be made on the preceding Business
Day.
SECTION 104. Denominations. The Series G Senior Notes may be issued in
-------------
denominations of $50, or any integral multiple thereof.
SECTION 105. Global Securities. The Series G Senior Notes that, in
-----------------
accordance with the Purchase Contract Agreement, are no longer part of the
Corporate PIES will be issued initially in the form of one or more Global
Securities registered in the name of the Depositary (which shall be The
Depository Trust Company) or its nominee. Except under the limited circumstances
described below, Series G Senior Notes represented by such Global Securities
will not be exchangeable for, and will not otherwise be issuable as, Series G
Senior Notes in definitive form. The Global Securities described above may not
be transferred except by the
6
<PAGE>
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or to a successor Depositary
or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series G Senior Note shall be exchangeable,
except for another Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee or except as described below. The rights of Holders of
such Global Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Series G Senior Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security and no successor Depositary
shall have been appointed by the Company within 90 days of receipt by the
Company of such notification, or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act at a time when the Depositary
is required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Company within 90 days after it
becomes aware of such cessation, or (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series G Senior Notes registered in such names as the
Depositary shall direct.
SECTION 106. Remarketing. The Series G Senior Notes owned by each Holder
-----------
of a Corporate PIES that does not effect a Cash Settlement shall be remarketed
by the Remarketing Agent on the Remarketing Date pursuant to the Remarketing
Procedures (as such term is defined in the Remarketing Agreement) (the
"Remarketing"). The Series G Senior Notes not owned as part of a Corporate PIES
shall also be remarketed in the Remarketing if the Holders so elect in the
manner set forth below.
So long as the Corporate PIES, Treasury PIES or the Series G Senior Notes
are evidenced by one or more global security certificates deposited with the
Depositary, the Company shall request, not later than 15 nor more than 30
calendar days prior to the Remarketing Date, that the Depositary notify,
directly or indirectly, each beneficial owner of a Corporate PIES and each
beneficial owner of a Series G Senior Note not a part of a Corporate PIES of the
Remarketing and of the procedures that must be followed in connection with the
Remarketing.
Under Section 5.4 of the Purchase Contract Agreement, Holders of PIES that
do not give notice of their intention to make a Cash Settlement of the related
Purchase Contracts prior to 5:00 p.m. (New York City time) on the seventh
Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to Section 5.4(a)(i) thereof, or that give such notice but fail to make
such payment prior to 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date as required by
Section 5.4(a)(ii) thereof, shall be deemed to have consented to the disposition
of the Pledged Series G Senior Notes pursuant to the Remarketing. Each Holder of
Series G Senior Notes not a part of the Corporate PIES may elect to have all or
a portion of its Series G Senior Notes (in
7
<PAGE>
denominations of $50 or integral multiples thereof) remarketed by notifying the
Trustee of the aggregate principal amount of Series G Senior Notes that it
wishes to have remarketed prior to 11:00 a.m. (New York City time) on the fifth
Business Day immediately preceding the Purchase Contract Settlement Date. Any
notice pursuant to the preceding sentence shall be substantially in the form of
Exhibit G to the Purchase Contract Agreement and shall be irrevocable and may
not be conditioned upon the level at which the Reset Rate is established in the
Remarketing. Concurrently with the giving of such notice, the Holder of Series G
Senior Notes, all or a portion of which is to be remarketed, shall deliver or
cause such Series G Senior Notes to be delivered to the Trustee, who shall in
turn deliver or cause to be delivered to the Remarketing Agent the Series G
Senior Notes, or portions thereof to be remarketed.
Promptly after 11:00 a.m. (New York City time) on the fifth Business Day
preceding the Purchase Contract Settlement Date, the Trustee shall notify the
Remarketing Agent, the Company, the Collateral Agent and the Purchase Contract
Agent of the aggregate principal amount of Series G Senior Notes to be tendered
for purchase in the Remarketing on the basis of the elections referred to in the
second to last sentence of the foregoing paragraph.
The right of each Holder of Series G Senior Notes to have its Series G
Senior Notes tendered for purchase will be limited to the extent that (i) the
Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or
purchasers for the tendered Series G Senior Notes and (iii) such purchaser or
purchasers deliver the purchase price therefor to the Remarketing Agent.
On the Remarketing Date, the Remarketing Agent shall use commercially
reasonable efforts to remarket, at a price at least equal to 100.25% of the
principal amount of a Series G Senior Note (the "Principal Amount"), the Series
G Senior Notes tendered or deemed tendered for purchase.
The Remarketing Agent shall on the Remarketing Date set the Reset Rate at a
rate per annum (rounded to the nearest one-thousandth of one percent per annum)
that the Remarketing Agent determines to be the lowest rate per annum that will
enable it to remarket all of the Series G Senior Notes tendered or deemed
tendered for purchase at a price equal to 100.25% of the Principal Amount.
Upon receipt of the proceeds from the Remarketing, the Remarketing Agent
shall:
(x) retain an amount equal to 25 basis points (0.25%) of the Principal
Amount for the performance of its services as Remarketing Agent;
(y) remit to the Collateral Agent all excess proceeds of the Series G
Senior Notes subject to the Pledge Agreement that were remarketed; and
(z) remit to the Holders all excess proceeds of the Series G Senior Notes
not subject to the Pledge Agreement that were remarketed.
8
<PAGE>
If none of the Holders of Series G Senior Notes elects, or is deemed to
have elected, to have their Series G Senior Notes remarketed in the Remarketing,
the Remarketing Agent in its sole discretion, after consultation with the
Company, shall determine the rate that would have been established had a
Remarketing been held on the Remarketing Date, and such rate shall be the Reset
Rate. By approximately 4:30 p.m. (New York City time) on the Remarketing Date,
the Remarketing Agent shall advise by telephone (promptly confirmed in writing)
the Depositary, the Trustee and the Company of such Reset Rate.
If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Series G Senior Notes
tendered or deemed tendered for purchase, for any reason, a failed Remarketing
("Failed Remarketing") shall be deemed to have occurred, and the Remarketing
Agent shall so advise by telephone (promptly confirmed in writing) the
Depositary, the Trustee, the Purchase Contract Agent and the Company.
Provided that there has not been a Failed Remarketing, by approximately
4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent
shall advise, by telephone (promptly confirmed in writing in the case of clause
(A)):
(A) the Depositary, the Trustee and the Company of the Reset Rate
determined in the Remarketing and the aggregate principal amount of
Series G Senior Notes sold in the Remarketing;
(B) each purchaser (or the Depositary participant thereof) of Series G
Senior Notes in the Remarketing of the Reset Rate and the aggregate
principal amount of Series G Senior Notes such purchaser is to
purchase; and
(C) each purchaser to give instructions to the Depositary participant to
pay the purchase price on the Purchase Contract Settlement Date in
immediately available funds against delivery of the Series G Senior
Notes purchased through the facilities of the Depositary.
In the case of a Failed Remarketing, by approximately 4:30 p.m. (New York
City time) on the Remarketing Date, the Remarketing Agent shall advise by
telephone (promptly confirmed in writing) the Depositary, the Trustee and the
Company of the Reset Rate.
The Remarketing Agent's calculation of the Reset Rate shall be conclusive
and binding and the Trustee shall have no responsibility for the calculation
thereof.
In accordance with the Depositary's normal procedures, on the Purchase
Contract Settlement Date, the transactions described above with respect to each
Series G Senior Note tendered for purchase and sold in the Remarketing shall be
executed through the Depositary, and the accounts of the respective Depositary
participants shall be debited and credited and such Series G Senior Notes
delivered by book entry as necessary to effect purchases and sales of such
Series G Senior Notes. The Depositary shall make payment in accordance with its
normal procedures.
9
<PAGE>
If any Holder of Series G Senior Notes selling Series G Senior Notes in the
Remarketing fails to deliver such Series G Senior Notes, the direct or indirect
Depositary participant of such selling Holder and of any other Person who was to
have purchased Series G Senior Notes in the Remarketing may deliver to any such
other Person an aggregate principal amount of Series G Senior Notes that is less
than the aggregate principal amount of Series G Senior Notes that otherwise was
to be purchased by such Person. In such event, the aggregate principal amount of
Series G Senior Notes to be so delivered shall be determined by such direct or
indirect Depositary participant, and delivery of such lesser aggregate principal
amount of Series G Senior Notes shall constitute good delivery.
The Remarketing Agent is not obligated to purchase any Series G Senior
Notes that otherwise would remain unsold in the Remarketing. Neither the Company
nor the Remarketing Agent shall be obligated in any case to provide funds to
make payment upon tender of the Series G Senior Notes for Remarketing.
Under the Remarketing Agreement, the Company, in its capacity as issuer of
the Series G Senior Notes, shall be liable for, and shall pay, any and all costs
and expenses incurred in connection with the Remarketing, other than the
Remarketing Fee.
The tender and settlement procedures set forth herein, including provisions
for payment by purchasers of the Series G Senior Notes in the Remarketing, shall
be subject to modification to the extent required by the Depositary or if the
book-entry system is no longer available for the Series G Senior Notes at the
time of the Remarketing, to facilitate the tendering and remarketing of the
Series G Senior Notes in certificated form, and shall provide for the
authentication and delivery of Series G Senior Notes in a principal amount equal
to the unremarketed portion of such Series G Senior Notes. In addition, the
Remarketing Agent may modify the settlement procedures set forth herein in order
to facilitate the settlement process.
SECTION 107. Sinking Fund. The Series G Senior Notes shall not have a
------------
sinking fund.
SECTION 108. Additional Interest. Any principal of and installment of
-------------------
interest on the Series G Senior Notes that is overdue shall bear interest at the
rate of 8.05% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.
SECTION 109. Paying Agent. The Trustee shall initially serve as Paying
------------
Agent with respect to the Series G Senior Notes, with the Place of Payment
initially being the Corporate Trust Office of the Trustee.
SECTION 110. Limitation on Liens. The Company will not, while any of the
-------------------
Series G Senior Notes remain Outstanding, create, or suffer to be created or to
exist, any Lien upon any Principal Property of the Company or upon any shares of
stock of any Material
10
<PAGE>
Subsidiary of the Company, whether such Principal Property is, or shares of
stock are, now owned or hereafter acquired, to secure any indebtedness for
borrowed money of the Company, unless it shall make effective provision whereby
the Series G Senior Notes then Outstanding shall be secured by such Lien equally
and ratably with any and all indebtedness for borrowed money thereby secured so
long as any such indebtedness shall be so secured; provided, however, that
nothing in this Section shall be construed to prevent the Company from creating,
or from suffering to be created or to exist, any Liens, or any agreements, with
respect to:
(1) purchase money mortgages, or other purchase money liens, pledges,
security interests or encumbrances of any kind upon property hereafter
acquired by the Company, or Liens of any kind existing on any property
or any shares of stock at the time of the acquisition thereof
(including Liens which exist on any property or any shares of stock of
a Person which is consolidated with or merged with or into the Company
or which transfers or leases all or substantially all of its
properties to the Company), or conditional sales agreements or other
title retention agreements and leases in the nature of title retention
agreements with respect to any property hereafter acquired; provided,
however, that no such Lien shall extend to or cover any other property
of the Company;
(2) Liens upon any property of the Company or any shares of stock of any
Material Subsidiary of the Company existing as of the date of the
initial issuance of the Series G Senior Notes or upon the shares of
stock of any corporation, which Liens existed at the time such
corporation became a Material Subsidiary of the Company; liens for
taxes or assessments or other governmental charges or levies; pledges
to secure other governmental charges or levies; pledges or deposits to
secure obligations under worker's compensation laws, unemployment
insurance and other social security legislation, including liens of
judgments thereunder which are not currently dischargeable; pledges or
deposits to secure performance in connection with bids, tenders,
contracts (other than contracts for the payment of money) or leases to
which the Company is a party; pledges or deposits to secure public or
statutory obligations of the Company; builders', materialmen's,
mechanics', carriers', warehousemen's, workers', repairmen's,
operators', landlords' or other like liens in the ordinary course of
business, or deposits to obtain the release of such liens; pledges or
deposits to secure, or in lieu of, surety, stay, appeal, indemnity,
customs, performance or return-of-money bonds; other pledges or
deposits for similar purposes in the ordinary course of business;
liens created by or resulting from any litigation or proceeding which
at the time is being contested in good faith by appropriate
proceedings; liens incurred in connection with the issuance of
bankers' acceptances and lines of credit, bankers' liens or rights of
offset and any security given in the ordinary course of business to
banks or others to secure any indebtedness payable on demand or
maturing within 12 months of the date that such indebtedness is
originally incurred; liens incurred in connection with repurchase,
swap or other similar agreements (including, without limitation,
commodity price, currency exchange and interest rate protection
agreements); leases made, or existing on property acquired, in the
ordinary course of business; liens securing industrial revenue or
pollution control bonds; liens, pledges, security interests or other
encumbrances on any property
11
<PAGE>
arising in connection with any defeasance, covenant defeasance or in-
substance defeasance of indebtedness of the Company, including the
Series G Senior Notes; liens created in connection with, and created
to secure, a non-recourse obligation; zoning restrictions, easements,
licenses, rights-of-way, restrictions on the use of property or minor
irregularities in title thereto, which do not, in the opinion of the
Company, materially impair the use of such property in the operation
of the business of the Company or the value of such property for the
purpose of such business;
(3) Liens in favor of the United States, any foreign country or any
department, agency or instrumentality or political subdivision of any
such jurisdiction, to secure partial, progress, advance or other
payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part of
the purchase price or the cost of constructing or improving the
property subject to such mortgages, including, without limitation,
mortgages to secure indebtedness of the pollution control or
industrial revenue bond type;
(4) indebtedness which may be issued by the Company in connection with a
consolidation or merger of the Company or any Material Subsidiary of
the Company with or into any other Person (which may be an Affiliate
of the Company or any Material Subsidiary of the Company) in exchange
for or otherwise in substitution for secured indebtedness of such
Person ("Third Party Debt") which by its terms (i) is secured by a
mortgage on all or a portion of the property of such Person, (ii)
prohibits secured indebtedness from being incurred by such Person,
unless the Third Party Debt shall be secured equally and ratably with
such secured indebtedness or (iii) prohibits secured indebtedness from
being incurred by such Person;
(5) indebtedness of any Person which is required to be assumed by the
Company in connection with a consolidation or merger of such Person,
with respect to which any property of the Company is subjected to a
Lien;
(6) Liens of any kind upon any property acquired, constructed, developed
or improved by the Company (whether alone or in association with
others) after the date of the initial issuance of the Series G Senior
Notes which are created prior to, at the time of, or within 18 months
after such acquisition (or in the case of property constructed,
developed or improved, after the completion of such construction,
development or improvement and commencement of full commercial
operation of such property, whichever is later) to secure or provide
for the payment of any part of the purchase price or cost thereof;
provided that in the case of such construction, development or
improvement the Liens shall not apply to any property theretofore
owned by the Company other than theretofore unimproved real property;
(7) Liens in favor of the Company, one or more Material Subsidiaries of
the Company, one or more wholly-owned Subsidiaries of the Company or
any of the foregoing in combination;
12
<PAGE>
(8) the replacement, extension or renewal (or successive replacements,
extensions or renewals), as a whole or in part, of any Lien, or of any
agreement, referred to above in clauses (1) through (7) inclusive, or
the replacement, extension or renewal (not exceeding the principal
amount of indebtedness secured thereby together with any premium,
interest, fee or expense payable in connection with any such
replacement, extension or renewal) of the indebtedness secured
thereby; provided that such replacement, extension or renewal is
limited to all or a part of the same property that secured the Lien
replaced, extended or renewed (plus improvements thereon or additions
or accessions thereto); or
(9) any other Lien not excepted by the foregoing clauses (1) through (8);
provided that immediately after the creation or assumption of such
Lien, the aggregate principal amount of indebtedness for borrowed
money of the Company secured by all Liens created or assumed under the
provisions of this clause (9) shall not exceed an amount equal to 10%
of the common shareholders' equity of the Company, as shown on its
consolidated balance sheet for the accounting period occurring
immediately prior to the creation or assumption of such Lien.
This Section 110 has been included in this Seventh Supplemental Indenture
expressly and solely for the benefit of the Series G Senior Notes and shall be
subject to covenant defeasance pursuant to Section 402(3) of the Original
Indenture.
13
<PAGE>
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Seventh
-------------------
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Series G Senior Notes and of this Seventh
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
----------------------------------------------------
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Seventh Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Supplemental Indenture may be
------------------------
executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.
SECTION 204. Assignment. The Company shall have the right at all times to
----------
assign any of its rights or obligations under the Indenture with respect to the
Series G Senior Notes to a direct or indirect wholly-owned subsidiary of the
Company; provided that, in the event of any such assignment, the Company shall
remain primarily liable for the performance of all such obligations. The
Indenture may also be assigned by the Company in connection with a transaction
described in Article Eight of the Original Indenture.
14
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officer, all as of the day
and year first above written.
DOMINION RESOURCES, INC.
By:_______________________________________
Name:_____________________________________
Title:____________________________________
THE CHASE MANHATTAN BANK, as Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
15
<PAGE>
MWBB DRAFT
October 10, 2000
EXHIBIT A
FORM OF
2000 SERIES G 8.05% SENIOR NOTE,
DUE NOVEMBER 15, 2006
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]**
[THIS SERIES G SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SERIES G SENIOR NOTE MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SERIES G SENIOR
NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN
SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.]**
_______________________________
DOMINION RESOURCES, INC.
_______________________________
$
2000 SERIES G 8.05% SENIOR NOTE,
DUE NOVEMBER 15, 2006
No. CUSIP No. 25746U AD 1
Dominion Resources, Inc., a corporation duly organized and existing under
the laws of Virginia (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [Cede & Co.] **, or registered assigns (the
"Holder"), the principal sum of ____________ Dollars ($_____)[, or such other
principal amount as shall be set forth in the Schedule of Increases or Decreases
attached hereto,]*** on November 15, 2006 and to pay interest thereon from
October 12, 2000 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly in
_______________________________
** Insert in Global Securities.
*** Insert in Global Securities and Pledged Senior Notes.
<PAGE>
arrears on February 15, May 15, August 15 and November 15 of each year,
commencing on February 15, 2001, at the rate of 8.05% per annum to but excluding
the Purchase Contract Settlement Date and at the Reset Rate from and including
the Purchase Contract Settlement Date, until the principal hereof is paid or
made available for payment, provided that any principal, and any such
installment of interest, that is overdue shall bear interest at the rate of
8.05% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. The
interest payment due on February 15, 2005 will thus include interest for the day
of November 15, 2004 calculated at the rate of 8.05% per annum and interest for
the days from and including November 16, 2004 to, but not including, February
15, 2005 calculated at the Reset Rate. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Series G Senior Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the close of
business on the Business Day preceding such Interest Payment Date; provided that
interest payable at the Stated Maturity of principal will be paid to the Person
to whom principal is payable. With respect to Series G Senior Notes that are not
in book-entry only form, the Regular Record Date shall be the close of business
on the 15th Business Day preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Series G Senior Note (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Series G Senior Notes not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Series G Senior Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.
Payments of interest on the Series G Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series G Senior Notes shall be computed and paid (1) for any
full quarterly period on the basis of a 360-day year of twelve 30-day months,
(2) for any period shorter than a full quarterly period, on the basis of a 30-
day month and (3) for any period less than a month, on the basis of the actual
number of days elapsed per 30-day month. In the event that any date on which
interest is payable on the Series G Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable. However, if such Business Day is in the
next calendar year, then such payment will be made on the preceding Business
Day.
Payment of the principal of and interest on this Series G Senior Note will
be made at the office of the Paying Agent, in the Borough of Manhattan, City and
State of New York, in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts,
with any such payment that is due at the Stated Maturity of any Series G Senior
Note being made upon surrender of such Series G Senior Note to such office or
agency; provided, however, that at the option of the Company payment of
interest, subject to such surrender where applicable, may be made (i) by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register or (ii) by wire transfer at such place and to
such
2
<PAGE>
account at a banking institution in the United States as may be designated in
writing to the Trustee at least sixteen (16) days prior to the date for payment
by the Person entitled thereto.
Reference is hereby made to the further provisions of this Series G Senior
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series G
Senior Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: Dominion Resources, Inc.
By:_______________________________
Name:_____________________________
Title:____________________________
3
<PAGE>
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ________________________________
Authorized Officer
4
<PAGE>
[REVERSE OF SERIES G SENIOR NOTE]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 2000, as heretofore supplemented
and amended and as further supplemented by a Seventh Supplemental Indenture
dated as of October 1, 2000 (collectively, as amended or supplemented from time
to time, herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and The Chase Manhattan
Bank, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof (the "Series G Senior Notes") which is limited in aggregate
principal amount to $412,500,000.
The Reset Rate shall be equal to the rate per annum that results from:
(i) the Remarketing (as such term is defined below) of the Series G Senior
Notes on the third Business Day immediately preceding the Purchase Contract
Settlement Date (the "Remarketing Date") pursuant to the Remarketing Agreement,
dated as of October 12, 2000 (the "Remarketing Agreement"), between the Company
and Lehman Brothers Inc. (the "Remarketing Agent"); or
(ii) upon the occurrence of a Failed Remarketing (as such term is defined
below), the Two-Year Benchmark Rate plus the Applicable Spread.
The term "Two-Year Benchmark Rate" shall mean the bid side rate displayed
at 10:00 a.m. (New York City time) on the third Business Day preceding the
Purchase Contract Settlement Date for direct obligations of the United States
having a maturity comparable to the remaining term to the Stated Maturity of the
Series G Senior Notes, as agreed upon by the Company and the Remarketing Agent
as displayed in the Telerate system or, if the Telerate system is no longer
available or, in the judgment of the Remarketing Agent (after consultation with
the Company), no longer an appropriate system from which to obtain such rate,
such other nationally recognized quotation system as, in the judgment of the
Remarketing Agent (after consultation with the Company) is appropriate. If this
rate is not so displayed, the Two-Year Benchmark Rate will be calculated by the
Remarketing Agent as the yield to maturity for direct obligations of the United
States having a maturity comparable to the remaining term to the Stated Maturity
of the Series G Senior Notes, expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis, and
computed by taking the arithmetic mean of the secondary market bid rates, as of
10:30 a.m. (New York City time) on the third Business Day preceding the Purchase
Contract Settlement Date of three leading United States government securities
dealers selected by the Remarketing Agent (after consultation with the Company)
(which may include the Remarketing Agent or an Affiliate thereof). However, if,
in the judgment of the Remarketing Agent, after consultation with the Company,
direct obligations of the United States are no longer appropriate benchmarks for
the purpose of setting the Reset Rate if a Failed Remarketing has occurred, the
Remarketing Agent and the Company will agree upon another Two-Year Benchmark
Rate.
5
<PAGE>
The term "Applicable Spread" shall mean the spread determined as set forth
below, based on the Prevailing Rating of the Series G Senior Notes in effect at
the close of business on the Business Day immediately preceding the date of the
Failed Remarketing:
Prevailing Rating Spread
----------------- ------
AA/"Aa2"............................................ 3.00%
A/"A2".............................................. 4.00%
BBB/"Baa2".......................................... 5.00%
Below BBB/"Baa2".................................... 7.00%
For purposes of this definition, the term "Prevailing Rating" of the Series
G Senior Notes shall mean:
(w) AA/"Aa2" if the Series G Senior Notes have a credit rating of AA or
better by Standard & Poor's Ratings Services ("S&P") and "Aa2" or better by
Moody's Investors Service, Inc. ("Moody's") or the equivalent of such ratings by
such agencies or a substitute rating agency or substitute rating agencies
selected by the Remarketing Agent;
(x) if not under clause (w) above, then A/"A2" if the Series G Senior Notes
have a credit rating of A or better by S&P and "A2" or better by Moody's or the
equivalent of such ratings by such agencies or a substitute rating agency or
substitute rating agencies selected by the Remarketing Agent;
(y) if not under clauses (w) or (x) above, then BBB/"Baa2" if the Series G
Senior Notes have a credit rating of BBB or better by S&P and "Baa2" or better
by Moody's or the equivalent of such ratings by such agencies or a substitute
rating agency or substitute rating agencies selected by the Remarketing Agent;
or
(z) if not under clauses (w), (x) or (y) above, then Below BBB/"Baa2".
Notwithstanding the foregoing, (A) if (i) the credit rating of the Series G
Senior Notes by S&P shall be on the "Credit Watch" of S&P with a designation of
"negative implications" or "developing", or (ii) the credit rating of the Series
G Senior Notes by Moody's shall be on the "Corporate Credit Watch List" of
Moody's with a designation of "downgrade" or "uncertain", or, in each case, on
any successor list of S&P or Moody's with a comparable designation, the
Prevailing Ratings of the Series G Senior Notes shall be deemed to be within a
range one full level lower in the above table than those actually assigned to
the Series G Senior Notes by S&P and Moody's and (B) if the Series G Senior
Notes are rated by only one rating agency prior to or on the Remarketing Date,
the Prevailing Rating shall at all times be determined without reference to the
rating of any other rating agency; provided that if no such rating agency shall
have in effect a rating for the Series G Senior Notes and the Remarketing Agent
is unable to identify a substitute rating agency or rating agencies, the
Prevailing Rating shall be below BBB/"Baa2".
6
<PAGE>
The Series G Senior Notes shall not be entitled to any sinking fund and
shall not be redeemable prior to Stated Maturity.
If an Event of Default with respect to Series G Senior Notes shall occur
and be continuing, the principal of the Series G Senior Notes may be declared
due and payable in the manner and with the effect provided in the Indenture.
The Series G Senior Notes owned by each Holder of a Corporate PIES that
does not effect a Cash Settlement shall be remarketed by the Remarketing Agent
on the Remarketing Date pursuant to the Remarketing Procedures (as such term is
defined in the Remarketing Agreement) (the "Remarketing"). The Series G Senior
Notes not owned as part of a Corporate PIES shall also be remarketed in the
Remarketing if the Holders so elect.
So long as the Corporate PIES, Treasury PIES or the Series G Senior Notes
are evidenced by one or more global security certificates deposited with the
Depositary, the Company shall request, not later than 15 nor more than 30
calendar days prior to the Remarketing Date, that the Depositary notify,
directly or indirectly, each beneficial owner of a Corporate PIES and each
beneficial owner of a Series G Senior Note not a part of a Corporate PIES of the
Remarketing and of the procedures that must be followed in connection with the
Remarketing.
Under Section 5.4 of the Purchase Contract Agreement, dated as of October
12, 2000 (the "Purchase Contract Agreement"), between the Company and The Chase
Manhattan Bank, as Purchase Contract Agent, Holders of Corporate PIES that do
not give notice of their intention to make a Cash Settlement of the related
Purchase Contracts prior to 5:00 p.m. (New York City time) on the seventh
Business Day immediately preceding the Purchase Contract Settlement Date
pursuant to Section 5.4(a)(i) thereof, or that give such notice but fail to make
such payment prior to 11:00 a.m. (New York City time) on the fifth Business Day
immediately preceding the Purchase Contract Settlement Date as required by
Section 5.4(a)(ii) thereof, shall be deemed to have consented to the disposition
of the Pledged Series G Senior Notes pursuant to the Remarketing. Each Holder of
a Series G Senior Note not a part of the Corporate PIES may elect to have all or
a portion of its Series G Senior Notes (in denominations of $50 or integral
multiples thereof) remarketed by notifying the Trustee of the aggregate
principal amount of Series G Senior Notes that it wishes to have remarketed
prior to 11:00 a.m. (New York City time) on the fifth Business Day immediately
preceding the Purchase Contract Settlement Date. Any such notice shall be
irrevocable and may not be conditioned upon the level at which the Reset Rate is
established in the Remarketing.
Promptly after 11:00 a.m. (New York City time) on the fifth Business Day
preceding the Purchase Contract Settlement Date, the Trustee shall notify the
Remarketing Agent, the Company, the Collateral Agent and the Purchase Contract
Agent of the aggregate principal amount of Series G Senior Notes to be tendered
for purchase in the Remarketing on the basis of the elections referred to in the
last sentence of the foregoing paragraph.
The right of each Holder of Series G Senior Notes to have its Series G
Senior Notes tendered for purchase will be limited to the extent that (i) the
Remarketing Agent conducts a Remarketing pursuant to the terms of the
Remarketing Agreement, (ii) the Remarketing Agent is able to find a purchaser or
purchasers for the tendered Series G Senior Notes and (iii) such purchaser or
purchasers deliver the purchase price therefor to the Remarketing Agent.
7
<PAGE>
On the Remarketing Date, the Remarketing Agent shall use reasonable efforts
to remarket, at a price at least equal to 100.25% of the principal amount of a
Series G Senior Note (the "Principal Amount"), the Series G Senior Notes
tendered or deemed tendered for purchase.
The Remarketing Agent shall on the Remarketing Date set the Reset Rate at a
rate per annum (rounded to the nearest one-thousandth of one percent per annum)
that the Remarketing Agent determines to be the lowest rate per annum that will
enable it to remarket all of the Series G Senior Notes tendered or deemed
tendered for purchase at a price equal to 100.25% of the Principal Amount.
Upon receipt of the proceeds from the Remarketing, the Remarketing Agent
shall:
(x) retain an amount equal to 25 basis points (0.25%) of the Principal
Amount for the performance of its services as Remarketing Agent;
(y) remit to the Collateral Agent all excess proceeds of the Series G
Senior Notes subject to the Pledge Agreement that were remarketed; and
(z) remit to the Holders all excess proceeds of the Series G Senior Notes
not subject to the Pledge Agreement that were remarketed.
If none of the Holders of Series G Senior Notes elects, or is deemed to
have elected, to have their Series G Senior Notes remarketed in the Remarketing,
the Remarketing Agent in its sole discretion, after consultation with the
Company, shall determine the rate that would have been established had a
Remarketing been held on the Remarketing Date, and such rate shall be the Reset
Rate. By approximately 4:30 p.m. (New York City time) on the Remarketing Date,
the Remarketing Agent shall advise by telephone (promptly confirmed in writing)
the Depositary, the Trustee and the Company of such Reset Rate.
If, by 4:00 p.m. (New York City time) on the Remarketing Date, the
Remarketing Agent is unable to remarket all of the Series G Senior Notes
tendered or deemed tendered for purchase, for any reason, a failed Remarketing
("Failed Remarketing") shall be deemed to have occurred, and the Remarketing
Agent shall so advise by telephone (promptly confirmed in writing) the
Depositary, the Trustee, the Purchase Contract Agent and the Company.
Provided that there has not been a Failed Remarketing, by approximately
4:30 p.m. (New York City time) on the Remarketing Date, the Remarketing Agent
shall advise, by telephone (promptly confirmed in writing in the case of clause
(A)):
(A) the Depositary, the Trustee and the Company of the Reset Rate
determined in the Remarketing and the aggregate principal amount of Series G
Senior Notes sold in the Remarketing;
(B) each purchaser (or the Depositary participant thereof) of Series G
Senior Notes in the Remarketing of the Reset Rate and the aggregate principal
amount of Series G Senior Notes such purchaser is to purchase; and
(C) each purchaser to give instructions to the Depositary participant to
pay the purchase price on the Purchase Contract Settlement Date in immediately
available funds against delivery of the Series G Senior Notes purchased through
the facilities of the Depositary.
8
<PAGE>
In the case of a Failed Remarketing, by approximately 4:30 p.m. (New York
City time) on the Remarketing Date, the Remarketing Agent shall advise by
telephone (promptly confirmed in writing) the Depositary, the Trustee and the
Company of the Reset Rate.
The Remarketing Agent's calculation of the Reset Rate shall be conclusive
and binding and the Trustee shall have no responsibility for the calculation
thereof.
In accordance with the Depositary's normal procedures, on the Purchase
Contract Settlement Date, the transactions described above with respect to each
Series G Senior Note tendered for purchase and sold in the Remarketing shall be
executed through the Depositary, and the accounts of the respective Depositary
participants shall be debited and credited and such Series G Senior Notes
delivered by book entry as necessary to effect purchases and sales of such
Series G Senior Notes. The Depositary shall make payment in accordance with its
normal procedures.
If any Holder of Series G Senior Notes selling Series G Senior Notes in the
Remarketing fails to deliver such Series G Senior Notes, the direct or indirect
Depositary participant of such selling Holder and of any other Person who was to
have purchased Series G Senior Notes in the Remarketing may deliver to any such
other Person an aggregate principal amount of Series G Senior Notes that is less
than the aggregate principal amount of Series G Senior Notes that otherwise was
to be purchased by such Person. In such event, the aggregate principal amount of
Series G Senior Notes to be so delivered shall be determined by such direct or
indirect Depositary participant, and delivery of such lesser aggregate principal
amount of Series G Senior Notes shall constitute good delivery.
The Remarketing Agent is not obligated to purchase any Series G Senior
Notes that otherwise would remain unsold in the Remarketing. Neither the Company
nor the Remarketing Agent shall be obligated in any case to provide funds to
make payment upon tender of the Series G Senior Notes for Remarketing.
Under the Remarketing Agreement, the Company, in its capacity as issuer of
the Series G Senior Notes, shall be liable for, and shall pay, any and all costs
and expenses incurred in connection with the Remarketing, other than the
Remarketing Fee.
The tender and settlement procedures set forth herein, including provisions
for payment by purchasers of the Series G Senior Notes in the Remarketing, shall
be subject to modification to the extent required by the Depositary or if the
book-entry system is no longer available for the Series G Senior Notes at the
time of the Remarketing, to facilitate the tendering and remarketing of the
Series G Senior Notes in certificated form. In addition, the Remarketing Agent
may modify the settlement procedures set forth herein in order to facilitate the
settlement process.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Series
9
<PAGE>
G Senior Note shall be conclusive and binding upon such Holder and upon all
future Holders of this Series G Senior Note and of any Series G Senior Note
issued upon the registration of transfer hereof or in exchange therefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Series G Senior Note.
As provided in and subject to the provisions of the Indenture, the Holder
of this Series G Senior Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Series G Senior Notes, the Holders of not less than a
majority in principal amount of the Series G Senior Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Series G Senior Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Series G Senior Note for the enforcement of any payment of
principal hereof or premium, if any, or interest hereon on or after the
respective due dates expressed or provided for herein.
No reference herein to the Indenture and no provision of this Series G
Senior Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Series G Senior Note at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Series G Senior Note is registrable in the Security
Register, upon surrender of this Series G Senior Note for registration of
transfer at the office or agency of the Company in any place where the principal
of, premium, if any, and interest on this Series G Senior Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Series G Senior Notes and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
The Series G Senior Notes are issuable only in registered form without
coupons in denominations of $50 and any integral multiple thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Series G
Senior Notes are exchangeable for a like aggregate principal amount of Series G
Senior Notes having the same Stated Maturity and of like tenor of any authorized
denominations as requested by the Holder upon surrender of the Series G Senior
Note or Series G Senior Notes to be exchanged at the office or agency of the
Company.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Series G Senior Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Series G
10
<PAGE>
Senior Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
All terms used in this Series G Senior Note that are defined in the
Indenture or the Purchase Contract Agreement, as the case may be, shall have the
meanings assigned to them in the Indenture or the Purchase Contract Agreement,
as the case may be and as the context may require.
11
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ________________________________ Custodian for
(Cust)
________________________________
(Minor)
Under Uniform Gifts to Minors Act of
________________________________
(State)
Additional abbreviations may also be used though not on the above list.
______________________________________________________________
12
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
_______________________________________________________________________________.
(please insert Social Security or other identifying number of assignee)
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Series G Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
agent to transfer said Series G Senior Note on the books of the Company, with
full power of substitution in the premises.
Dated: __________________ __, ____
_________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
13
<PAGE>
[TO BE ATTACHED TO GLOBAL CERTIFICATES AND PLEDGED SENIOR NOTES]
SCHEDULE OF INCREASES OR DECREASES
The following increases or decreases in this [Global
Certificate][Pledged Senior Note] have been made:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
Principal amount
Amount of decrease Amount of increase of Series G Senior
in principal amount in principal amount Notes evidenced by
of Series G Senior of Series G Senior the [Global Signature of
Notes evidenced by Notes evidenced by Certificate][Pledged authorized officer
the [Global the [Global Senior Note] of Trustee or
Certificate][Pledged Certificate][Pledged following such Securities
Date Senior Note] Senior Note] decrease or increase Custodian
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>
14
<PAGE>
MWBB DRAFT
October 10, 2000
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: ________________________________
Authorized Officer
