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EXHIBIT 6
DOMINION RESOURCES, INC.
Issuer
TO
THE CHASE MANHATTAN BANK
Trustee
_______________________
Seventh Supplemental Indenture
Dated as of October 1, 2000
_______________________
$402,500,000
2000 Series G [ ]% Senior Notes,
due October [ ], 2006
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TABLE OF CONTENTS/1/
<TABLE>
<CAPTION>
ARTICLE I
2000 SERIES G [ ]% SENIOR NOTES
<S> <C>
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>
________________
/1/ 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 [ ]% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series of
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Securities to be issued under the Indenture, to be designated as the Company's
2000 Series G [ ]% Senior Notes, due October [ ], 2006 (the "Series G Senior
Notes").
There are to be initially authenticated and delivered $350,000,000
principal amount of Series G Senior Notes. Up to an additional $52,500,000
principal amount of Series G Senior Notes, and without the consent of the
Holders of the then Outstanding Series G Senior Notes, may also be authenticated
and delivered in the manner provided in Section 303 of the Original Indenture.
Any such additional Series G Senior Notes will have the same interest rate,
maturity
<PAGE>
and other terms as those initially issued. Further Series G Senior Notes may be
also authenticated and delivered as provided by Sections 304, 305, 306 or 905 of
the Original Indenture or by Section 106 hereof.
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 initially issued 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].
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 defined in Section 106 hereof), 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/"Aa".................................. 3.00%
A/"a".................................... 4.00%
BBB/"Baa"................................ 5.00%
Below BBB/"Baa".......................... 7.00%
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.
"Interest Payment Dates" means [ ], [ ], [ ] and [ ] of each year,
commencing on [ ], 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.
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"Original Issue Date" means October [ ], 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:
(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.
"Prevailing Rating," for the purposes of the definition of Applicable
Spread, means:
(i) AA/"Aa" if the Series G Senior Notes have a credit rating of AA- or
better by Standard & Poor's Ratings Services ("S&P") and "Aa3" 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;
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(ii) if not under clause (i) above, then A/"a" if the Series G Senior
Notes have a credit rating of A- or better by S&P and "A3" 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/"Baa" if the
Series G Senior Notes have a credit rating of BBB- or better by S&P and "Baa3"
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/"Baa".
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/"Baa".
"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.
"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 the Regular Record Date with respect to Series G Senior
Notes not issued in the form of a Global Security [or pledged to the Collateral
Agent pursuant to the Pledge Agreement] shall be the close of business on the
15/th/ Business Day preceding such Interest Payment Date.
"Reset Rate" means the rate per annum that results from:
(i) the Remarketing (as such term is defined in Section 106
hereof) 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 [ ], 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 Treasury Rate plus the Applicable
Spread.
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"Stated Maturity" means October [ ], 2006.
"Telerate" means the Dow Jones Telerate Service.
"Two-Year Benchmark Treasury 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 opinion 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 opinion of the
Remarketing Agent (after consultation with the Company) is appropriate. If this
rate is not so displayed, the Two-Year Benchmark Treasury 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).
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 [ ]% 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. 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 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
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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
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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 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.
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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
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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 [each
Holder][, directly or indirectly, each beneficial owner] of a Corporate PIES and
each [Holder][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 [ ], 2000 (the "Purchase Contract Agreement"), between the Company and
The Chase Manhattan Bank, as Purchase Contract Agent, 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
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 Note or 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 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 the Series G Senior Note or Series G Senior
Notes, all or a portion of which is to be remarketed, shall deliver or cause
such Series G Senior Note or Series G Senior Notes to be
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delivered to the Trustee, who shall in turn deliver or cause to be delivered to
the Remarketing Agent the Series G Senior Note or 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 last sentence of the [ ] 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 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 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.
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, including as a result
of the failure of the Company to perform any of its obligations under the
Remarketing Agreement,] a failed Remarketing ("Failed Remarketing")
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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.
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.
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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 [ ]% (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 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
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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 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
11
<PAGE>
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;
(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
12
<PAGE>
(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>
EXHIBIT A
FORM OF
2000 SERIES G [ ]% SENIOR NOTE,
DUE OCTOBER [ ], 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 [ ]% SENIOR NOTE,
DUE OCTOBER [ ], 2006
No. CUSIP No.
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.] **,
____________________
** Insert in Global Securities
<PAGE>
or registered assigns (the "Holder"), the principal sum of ____________ Dollars
($_____) on October [ ], 2006 and to pay interest thereon from October [ ], 2000
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, quarterly in arrears on [ ], [ ], [ ], and [ ] in each year,
commencing on [ ], 2001, at the rate of [ ]% 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 [ ]% 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 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. The Regular Record Date with respect
to Series G Senior Notes not issued in the form of a Global Security [or pledged
to the Collateral Agent pursuant to the Pledge Agreement] shall be 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
2
<PAGE>
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 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: October [ ], 2000 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 $402,500,000.
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 [ ], 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 Treasury Rate plus the Applicable Spread.
The term "Two-Year Benchmark Treasury 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 opinion 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
opinion of the Remarketing Agent (after consultation with the Company) is
appropriate. If this rate is not so displayed, the Two-Year Benchmark Treasury
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).
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/"Aa"..................................................... 3.00%
A/"a"....................................................... 4.00%
BBB/"Baa"................................................... 5.00%
Below BBB/"Baa"............................................. 7.00%
For purposes of this definition, the term "Prevailing Rating" of the
Series G Senior Notes shall mean:
(w) AA/"Aa" if the Series G Senior Notes have a credit rating of AA- or
better by Standard & Poor's Ratings Services ("S&P") and "Aa3" 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/"a" if the Series G Senior
Notes have a credit rating of A- or better by S&P and "A3" 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/"Baa" if the Series
G Senior Notes have a credit rating of BBB- or better by S&P and "Baa3" 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/"Baa".
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/"Baa".
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 [each
Holder][, directly or indirectly, each beneficial owner] of a Corporate PIES and
each [Holder][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 [ ], 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 Note or 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 [ ] 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
7
<PAGE>
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 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 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.
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, including as a result
of the failure of the Company to perform any of its obligations under the
Remarketing Agreement,] 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;
8
<PAGE>
(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.
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
9
<PAGE>
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 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.
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<PAGE>
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 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.
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<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.
______________________________________________________________
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<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.
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<PAGE>
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
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