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SCANA Corporation
$315,000,000 Medium-Term Notes
Due From Nine Months to Thirty Years
From Date of Issue
[Agents' Addresses]
Selling Agency Agreement
____________ __, 1998
New York, New York
Dear Sirs:
SCANA Corporation, a South Carolina corporation (the
"Company"), confirms its agreement with each of you with respect to
the issue and sale by the Company of up to $315,000,000 aggregate
principal amount of its Medium-Term Notes, Due from Nine Months to
Thirty Years from Date of Issue (the "Notes") . The Notes will be
issued under an indenture (the "Indenture") dated as of November 1,
1989 between the Company and The Bank of New York, as trustee (the
"Trustee"). Unless otherwise set forth in a supplement to the
Prospectus referred to below, the Notes will be issued in fully
registered form in minimum denominations of $1,000 and in
denominations exceeding such amount by integral multiples of
$1,000, and in bearer form in multiples of $5,000, and will have
the annual interest rates, maturities and, if appropriate, other
terms set forth in such supplement to the Prospectus. The Notes
will be issued, and the terms thereof established, in accordance
with the Indenture and, in the case of Notes sold pursuant to
Section 2(a), the Medium-Term Note Administrative Procedures
attached hereto as Exhibit A (the "Procedures") (unless a Terms
Agreement (as defined in Section 2(b)) modifies or supersedes such
Procedures with respect to the Notes issued pursuant to such Terms
Agreement). The Procedures may only be amended by written
agreement of the Company and you after notice to, and with the
approval of, the Trustee. For the purposes of this Agreement, the
term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not
as principal (collectively, the "Agents") , the term the
"Purchaser" shall refer to one of you acting solely as principal
pursuant to Section 2(b) and not as agent, and the term "you" shall
refer to you collectively whether at any time any of you are acting
in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you as set forth below in this
Section 1. Certain terms used in this Section 1 are defined in
paragraph (h) hereof.
(a)The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933 (the "Act") and has filed with
the Securities and Exchange Commission (the "Commission")
registration statements on such Form (File Numbers: 33-55861 and
333-_________), including a prospectus (the "Prospectus"), which
registration statements have become effective, for the registration
under the Act of $315,000,000 aggregate principal amount of debt
securities (the "Securities"), including the Notes. Such
registration statements, as amended at the date of this Agreement,
meet the requirements set forth in Rule 415(a) (1) (ix) or (x)
under the Act and comply in all other material respects with said
Rule. In connection with the sale of Notes the Company proposes to
file with the Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act supplements to the Prospectus specifying
the interest rates, maturity dates and, if appropriate, other terms
of the Notes sold pursuant hereto or the offering thereof.
(b)As of the Execution Time (as defined by Section
1(h)), on the Effective Date (as defined by Section 1(h)), when any
supplement to the Prospectus is filed with the Commission, as of
the date of any Terms Agreement (as defined by Section 2(b)) and at
the date of delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement (as defined by
Section 1(h)), as amended as of any such time, and the Prospectus,
as supplemented as of any such time, and the Indenture will comply
in all material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939 (the "Trust Indenture Act")
and the Securities Exchange Act of 1934 (the "Exchange Act") and
the respective rules thereunder; (ii) the Registration Statement,
as amended as of any such time, did not or will not contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make
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the statements therein not misleading; and (iii) the Prospectus, as
supplemented as of any such time, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility (Form T-1) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or the
Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by
any of you specifically for use in connection with the preparation
of the Registration Statement or the Prospectus (or any supplement
thereto).
(c)As of the time any Notes are issued and sold
hereunder, the Indenture will constitute a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms and such Notes will have been duly authorized, executed,
authenticated and, when paid for by the purchasers thereof, will
constitute legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture.
(d)Each of the Company, South Carolina Electric & Gas
Company, South Carolina Pipeline Corporation and South Carolina
Generating Company, Inc. (individually a "Subsidiary" and
collectively the "Subsidiaries") has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and is duly
qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction which requires such
qualification wherein it owns or leases material properties or
conducts material business.
(e)All the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of the Company, after due inquiry,
any other security interests, claims, liens or encumbrances.
(f)The Company's authorized equity capitalization is as
set forth in the Registration Statement; and the Notes conform to
the description thereof contained in the Prospectus (subject to the
insertion in the Notes of the maturity dates, the interest rates
and other similar terms thereof which will be described in
supplements to the Prospectus as contemplated by the third sentence
of Section l(a) of this Agreement).
(g)The Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended.
(h)The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective Date"
shall mean the date that Registration Statement No. 333-
_____________ and any subsequent post-effective amendment or
amendments to the Registration Statement became or become
effective. "Execution Time" shall mean the date and time that this
Agreement is executed and delivered by the parties hereto.
"Prospectus" shall mean the form of basic prospectus relating to
the Securities contained in the Registration Statement at the
Effective Date. "Registration Statement" shall mean the
registration statements referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415" and "Rule
424" refer to such rules under the Act. Any reference herein to
the Registration Statement or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date of the Registration
Statement or the issue date of the Prospectus, as the case may be;
and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act after the Effective Date of the
Registration Statement or the issue date of the Prospectus, as the
case may be, deemed to be incorporated therein by reference.
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2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a)Subject to the terms and conditions set forth
herein, the Company hereby authorizes each of the Agents to act as
its agent to solicit offers for the purchase of all or part of the
Notes from the Company.
On the basis of the representations and warranties, and
subject to the terms and conditions set forth herein, each of the
Agents agrees, as agent of the Company, to use its reasonable
efforts to solicit offers to purchase the Notes from the Company
upon the terms and conditions set forth in the Prospectus (and any
supplement thereto) and in the Procedures. Each Agent shall make
reasonable efforts to assist the Company in obtaining performance
by each purchaser whose offer to purchase Notes has been solicited
by such Agent and accepted by the Company, but such Agent shall
not, except as otherwise provided in this Agreement, have any
liability to the Company in the event any such purchase is not
consummated for any reason. Except as provided in Section 2(b) ,
under no circumstances will any Agent be obligated to purchase any
Notes for its own account. It is understood and agreed, however,
that any Agent may purchase Notes as principal pursuant to Section
2(b).
The Company reserves the right, in its sole discretion, to
instruct the Agents to suspend at any time, for any period of time
or permanently, the solicitation of offers to purchase the Notes.
Upon receipt of instructions from the Company, the Agents will
forthwith suspend solicitation of offers to purchase Notes from the
Company until such time as the Company has advised them that such
solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company as
a result of a solicitation made by such Agent, in an amount equal
to that percentage specified in Schedule I hereto of the aggregate
principal amount of the Notes sold by the Company. Such commission
shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited by an
Agent as agent for the Company at such time and in such amounts as
such Agent deems advisable. The Company may from time to time
offer Notes for sale otherwise than through an Agent.
If the Company shall default in its obligations to deliver
Notes to a purchaser whose offer it has accepted, the Company shall
indemnify and hold each of you harmless against any loss, claim or
damage arising from or as a result to such default by the Company.
(b)Subject to the terms and conditions stated herein,
whenever the Company and any Agent determine that the Company shall
sell Notes directly to such Agent as Purchaser, each such sale of
Notes shall be made in accordance with the terms of this Agreement,
unless otherwise agreed by the Company and such Agent, and any
supplemental agreement relating thereto (which may be an oral or
written agreement) between the Company and the Purchaser. Each
such supplemental agreement (which shall be substantially in the
form of Exhibit B) is herein referred to as a "Terms Agreement."
Each Terms Agreement shall describe (whether orally or in writing)
the Notes to be purchased by the Purchaser pursuant thereto, and
shall specify the principal amount of such Notes, the maturity date
of such Notes, the rate at which interest will be paid on the Notes
and the record dates for each payment of interest, the Closing Date
for the purchase of such Notes, the place of delivery of the Notes
and payment therefor, the method of payment and any requirements
for the delivery of opinions of counsel, certificates from the
Company or its officers, or a letter from the Company's independent
public accountants as described in Section 6(b). Such Terms
Agreement shall also specify the period of time referred to in
Section 4(m). The Purchaser's commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been made
on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions
herein set forth.
Delivery of the certificates for Notes sold to the Purchaser
pursuant to any Terms Agreement shall be made as agreed to between
the Company and the Purchaser as set forth in the respective Terms
Agreement, not later than the Closing Date set forth in such Terms
Agreement, against payment of funds to the Company in the net
amount due to the Company for such Notes by the method and in the
form set forth in the Procedures unless otherwise agreed to between
the Company and the Purchaser in such Terms Agreement.
Unless otherwise agreed to between the Company and the
Purchaser in a Terms Agreement, any Note sold to a Purchaser (i)
shall be purchased by such Purchaser at a price equal to 100% of
the principal amount thereof less a percentage equal to the
commission applicable to an agency sale of a Note of identical
maturity and (ii) may be resold by such Agent at varying prices
from time to time. In connection with any resale of Notes
purchased, a Purchaser may use a selling or dealer group and may
reallow any portion of the discount or commission payable pursuant
hereto to dealers or purchasers.
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3. Offering and Sale of Notes.
Each Agent and the Company agree to perform the respective
duties and obligations specifically provided to be performed by
them in the Procedures.
4. Agreements. The Company agrees with you that:
(a)Prior to the termination of the offering of the
Notes, the Company will not file any amendment to the Registration
Statement or supplement to the Prospectus (except (i) periodic or
current reports filed under the Exchange Act or (ii) a supplement
relating to any offering of Notes providing solely for the
specification of or a change in the maturity dates, interest rates,
issuance prices or other similar terms of any Notes). Subject to
the foregoing sentence, the Company will cause each supplement to
the Prospectus to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period
prescribed and will provide evidence satisfactory to you of such
filing. The Company will promptly advise each of you (i) when the
Prospectus, and any supplement thereto, shall have been filed with
the Commission pursuant to Rule 424(b), (ii) when, prior to the
termination of the offering of the Notes, any amendment of the
Registration Statement shall have been filed or become effective,
(iii) of any request by the Commission for any amendment of the
Registration Statement or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration
Statement, or any part thereof, or the institution or threatening
of any proceeding for that purpose, or if the Company has knowledge
that any such action is contemplated by the Commission, and (v) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose. The Company will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon
as possible the withdrawal thereof.
(b)If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event occurs
as a result of which the Prospectus as then supplemented would
include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading, or if it shall be necessary to amend the Registration
Statement or to supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the Company
promptly will (i) notify each of you to suspend solicitation of
offers to purchase Notes (and, if so notified by the Company, each
of you shall forthwith suspend such solicitation and cease using
the Prospectus as then supplemented), (ii) prepare and file with
the Commission, subject to the first sentence of paragraph (a) of
this Section 4, an amendment or supplement which will correct such
statement or omission or effect such compliance and (iii) supply
any supplemented Prospectus to each of you in such quantities as
you may reasonably request. If such amendment or supplement, and
any documents, certificates and opinions furnished to any of you
pursuant to paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are
satisfactory in all respects to you, you will, upon the filing of
such amendment or supplement with the Commission and upon the
effectiveness of an amendment to the Registration Statement, if
such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder. Notwithstanding the foregoing,
if, at the time of any notification to suspend solicitations, any
Agent shall own any of the Notes with the intention of reselling
them, or the Company has accepted an offer to purchase Notes but
the related settlement has not occurred, the Company, subject to
the provisions of subsection (a) of this Section, will promptly
prepare and file with the Commission an amendment or supplement
which will correct such statement or omission or an amendment which
will effect such compliance.
(c)The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the Act,
will file promptly all documents required to be filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act and will furnish to each of you copies of such
documents. In addition, on or prior to the date on which the
Company makes any announcement to the general public concerning
earnings or concerning any other event which is required to be
described, or which the Company proposes to describe, in a document
filed pursuant to the Exchange Act, the Company will furnish to
each of you the information contained or to be contained in such
announcement. The Company also will furnish to each of you copies
of all other press releases or announcements to the general public.
The Company will immediately notify each of you of any downgrading
in the rating of the Notes or any other debt securities of the
Company, or any proposal to downgrade the rating of the Notes or
any other debt securities of the Company, by any "nationally
recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Act), as soon as the Company
learns of any such downgrading or proposal to downgrade.
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(d)As soon as practicable, the Company will make
generally available to its security holders and to each of you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section 11(a) of
the Act and Rule 158 under the Act.
(e)The Company will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(including all amendments and exhibits thereto) and, so long as
delivery of a prospectus may be required by the Act, as many copies
of the Prospectus and any supplement thereto as you may reasonably
request.
(f)The Company will arrange for the qualification of
the Notes for sale under the laws of such jurisdictions as any of
you may designate, will maintain such qualifications in effect so
long as required for the distribution of the Notes, and will
arrange for the determination of the legality of the Notes for
purchase by institutional investors.
(g)The Company shall furnish to each of you such
information, documents, certificates of officers of the Company and
opinions of counsel for the Company relating to the business,
operations and affairs of the Company, the Registration Statement,
the Prospectus, and any amendments thereof or supplements thereto,
the Indenture, the Notes, this Agreement, the Procedures and the
performance by the Company and you of its and your respective
obligations hereunder and thereunder as any of you may from time to
time and at any time prior to the termination of this Agreement
reasonably request.
(h)The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement, including the
fees and disbursements of its accountants and counsel, the cost of
printing or other production and delivery of the Registration
Statement, the Prospectus, all amendments thereof and supplements
thereto, the Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements,
including fees of counsel, incurred in compliance with Section
4(f), the fees and disbursements of the Trustee and the fees of any
agency that rates the Notes, (ii) reimburse each of you on a
monthly basis for all out-of-pocket expenses (including without
limitation advertising expenses), if any, incurred by you in
connection with this Agreement and (iii) pay the reasonable fees
and expenses of your counsel incurred in connection with this
Agreement.
(i)Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are true
and correct at the time of such acceptance, as though made at and
as of such time, and a covenant that such representations and
warranties will be true and correct at the time of delivery to the
purchaser of the Notes relating to such acceptance, as though made
at and as of such time (it being understood that for purposes of
the foregoing affirmation and covenant such representations and
warranties shall relate to the Registration Statement and
Prospectus as amended or supplemented at each such time). Each
such acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional representation,
warranty and agreement by the Company that, as of the settlement
date for the sale of such Notes, after giving effect to the
issuance of such Notes, of any other Notes to be issued on or prior
to such settlement date and of any other Securities to be issued
and sold by the Company on or prior to such settlement date, the
aggregate amount of Securities (including any Notes) which have
been issued and sold by the Company will not exceed the amount of
Securities registered pursuant to the Registration Statement.
(j)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement relating to any offering of Securities other than the
Notes or providing solely for the specification of or a change in
the maturity dates, the interest rates, the issuance prices or
other similar terms of any Notes sold pursuant hereto), the Company
will deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, dated the date of the effectiveness of such amendment
or the date of the filing of such supplement, in form reasonably
satisfactory to you, of the same tenor as the certificate referred
to in Section 5(e) but modified to relate to the last day of the
fiscal quarter for which financial statements of the Company were
last filed with the Commission and to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement.
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(k)Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment
or supplement (i) relating to any offering of Securities other than
the Notes, (ii) providing solely for the specification of or a
change in the maturity dates, the interest rates, the issuance
prices or other similar terms of any Notes sold pursuant hereto or
(iii) setting forth or incorporating by reference financial
statements or other information as of and for a fiscal quarter,
unless, in the case of clause (iii) above, in the reasonable
judgment of any of you, such financial statements or other
information are of such a nature that an opinion of counsel should
be furnished), the Company shall furnish or cause to be furnished
promptly to each of you written opinions of counsel to the Company
satisfactory to each of you, dated the date of the effectiveness of
such amendment or the date of the filing of such supplement, in
form satisfactory to each of you, of the same tenor as the opinions
referred to in Sections 5(b) and 5(c) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or
the filing of such supplement or, in lieu of such opinion, counsel
last furnishing such an opinion to you may furnish each of you with
a letter to the effect that you may rely on such last opinion to
the same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion
will be deemed to relate to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement).
(l)Each time that the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or
supplemental financial information, the Company shall cause its
independent public accountants promptly to furnish to each of you
a letter, dated the date of the effectiveness of such amendment or
the date of the filing of such supplement, in form satisfactory to
each of you, of the same tenor as the letter referred to in Section
5(f) with such changes as may be necessary to reflect the amended
and supplemental financial information included or incorporated by
reference in the Registration Statement and the Prospectus, as
amended or supplemented to the date of such letter; provided,
however, that, if the Registration Statement or the Prospectus is
amended or supplemented solely to include or incorporate by
reference financial information as of and for a fiscal quarter, the
Company's independent public accountants may limit the scope of
such letter, which shall be satisfactory in form to each of you, to
the unaudited financial statements, the related "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and any other information of an accounting, financial
or statistical nature included in such amendment or supplement,
unless, in the reasonable judgment of any of you, such letter
should cover other information or changes in specified financial
statement line items.
(m)During the period, if any, specified (whether orally
or in writing) in any Terms Agreement, the Company shall not,
without the prior consent of the Purchaser thereunder, offer, sell,
contract to sell or announce the proposed issuance of any debt
securities, including Notes, with terms substantially similar to
the Notes being purchased pursuant to such Terms Agreement, other
than borrowings under its revolving credit agreements and lines of
credit and issuances of its commercial paper.
5. Conditions to the Obligations of the Agents.
The obligation of each Agent to solicit offers to purchase the
Notes shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the
Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission, as of each Closing Date
and on the date of each solicitation, to the accuracy of the
statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a)If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus, and
any such supplement, shall have been filed in the manner and within
the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement, or any
part thereof, shall have been issued and no proceedings for that
purpose shall have been instituted or threatened, or, to the
knowledge of the Company or any Agent, be contemplated by the
Commission.
(b)The Company shall have furnished to each Agent the
opinion of H.T. Arthur, II, Esq., General Counsel for the Company,
dated the Execution Time, to the effect that:
(i)each of the Company and its Subsidiaries has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases material properties or conducts material business;
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(ii)all the outstanding shares of capital stock of each
Subsidiary have been duly and validly authorized and issued and are
fully paid and nonassessable, and, except as otherwise set forth in
the Prospectus, all outstanding shares of capital stock of the
Subsidiaries are owned by the Company either directly or through
wholly owned subsidiaries free and clear of any perfected security
interest and, to the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or encumbrances;
(iii)the Company's authorized equity
capitalization is as set forth in the Registration Statement; and
the Notes conform to the description thereof contained in the
Prospectus (subject to the insertion in the Notes of the maturity
dates, the interest rates and other similar terms thereof which
will be described in supplements to the Prospectus as contemplated
by the third sentence of Section 1(a) of this Agreement);
(iv)the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect);
and the Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture
and the Procedures and delivered by the Trustee and paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(v)the Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended;
(vi)to the best knowledge of such counsel, there is
no pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries, of a character
required to be disclosed in the Registration Statement which is not
adequately disclosed in the Prospectus, and there is no franchise,
contract or other document of a character required to be described
in the Registration Statement or Prospectus, or to be filed as an
exhibit, which is not described or filed as required; and the
statements included or incorporated in the Prospectus describing
any legal proceedings or material contracts or agreements relating
to the Company fairly summarize such matters;
(vii)the Registration Statement has become
effective under the Act; any required filing of the Prospectus, and
any supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened,
and the Registration Statement and the Prospectus (except that no
opinion need be expressed as to the financial statements and other
financial and statistical information contained therein or the
Trustee's Statement of Eligibility on Form T-1) comply as to form
in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and
such counsel has no reason to believe that the Registration
Statement at the Execution Time contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Prospectus includes any untrue statement of
a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading (except that no opinion need
be expressed as to the financial statements and other financial and
statistical information contained or incorporated by reference
therein or to any information relating to the book-entry system of
payments and transfers of the Notes or the depository therefor set
forth under the captions "Description of Medium-Term Notes - Book
Entry System" in the Prospectus or as to the Trustee's Statement of
Eligibility on Form T-1);
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(viii)this Agreement has been duly authorized,
executed and delivered by the Company;
(ix)no consent, approval, authorization or order of
any court or governmental agency or body is required for the
consummation of the transactions contemplated herein except such as
have been obtained under the Act and such as may be required under
the blue sky laws of any jurisdiction in connection with the sale
of the Notes as contemplated by this Agreement and such other
approvals (specified in such opinion) as have been obtained;
(x)neither the execution and delivery of the
Indenture, the issue and sale of the Notes, nor the consummation of
any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach or violation of, or constitute a default under, any law or
the charter or bylaws of the Company or the terms of any indenture
or other agreement or instrument known to such counsel and to which
the Company or any of its subsidiaries is a party or bound, or any
judgment, order, decree or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries; and
(xi)no holders of securities of the Company have
rights to the registration of such securities under the
Registration Statement.
In rendering such opinion, such counsel may rely as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials and may assume that
the laws of the State of New York are identical to the laws of the
State of South Carolina. References to the Prospectus in this
paragraph (b) include any supplements thereto at the date such
opinion is rendered.
(c)The Company shall have furnished to each Agent the
opinion of McNair Law Firm, P.A., counsel for the Company, dated
the Execution Time, to the effect that:
(i) each of the Company and its Subsidiaries has
been duly incorporated and is validly existing as a corporation in
good standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus;
(ii) the Company's authorized equity capitalization
is as set forth in the Registration Statement; and the Notes
conform to the description thereof contained in the Prospectus
(subject to the insertion in the Notes of the maturity dates, the
interest rates and other similar terms thereof which will be
described in supplements to the Prospectus as contemplated by the
third sentence of Section 1(a) of this Agreement);
(iii) the Indenture has been duly authorized,
executed and delivered, has been duly qualified under the Trust
Indenture Act, and constitutes a legal, valid and binding
instrument enforceable against the Company in accordance with its
terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other laws
effecting creditors' rights generally from time to time in effect);
and the Notes have been duly authorized and, when executed and
authenticated in accordance with the provisions of the Indenture
and the Procedures and delivered by the Trustee and paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(iv) the Registration Statement has become
effective under the Act; any required filing of the Prospectus, and
any supplements thereto, pursuant to Rule 424(b) has been made in
the manner and within the time period required by Rule 424(b); to
the best knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued, no
proceedings for that purpose have been instituted or threatened,
and the Registration Statement and the Prospectus (except that no
opinion need be expressed as to the financial statements and other
financial and statistical information contained therein or the
Trustee's Statement of Eligibility on Form T-1) comply as to form
in all material respects with the applicable requirements of the
Act and the Exchange Act and the respective rules thereunder; and
such counsel has no reason to believe that the Registration
Statement at the Execution Time contained any untrue statement of
a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading or that the Prospectus includes any untrue statement of
a material fact or omits to state a material fact necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading (except that no opinion need
be expressed as to the financial statements and other financial and
statistical information contained or incorporated by reference
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therein or to any information relating to the book-entry system of
payments and transfers of the Notes or the depository therefor set
forth under the caption "Description of Medium-Term Notes - Book
Entry System" in the Prospectus or as to the Trustee's Statement of
Eligibility on Form T-1);
(v) the Company is a public utility holding company
within the meaning of the Public Utility Holding Company Act of
1935, as amended, but is exempt from registration as such under
such Act; and the Company is not subject to registration under the
Investment Company Act of 1940, as amended;
(vi) this Agreement has been duly authorized,
executed and delivered by the Company; and
(vii) neither the execution and delivery of the
Indenture, the issue and sale of the Notes, nor the consummation of
any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach or violation of, or constitute a default under, any law or
the charter or bylaws of the Company or the terms of any indenture
or other agreement or instrument known to such counsel and to which
the Company or any of its subsidiaries is a party or bound, or any
judgment, order, decree or regulation known to such counsel to be
applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company or any of its
subsidiaries.
In rendering such opinion, such counsel may rely as to matters of
fact, to the extent deemed proper, on certificates of responsible
officers of the Company and public officials and may assume that
the laws of the State of New York are identical to the laws of the
State of South Carolina. References to the Prospectus in this
paragraph (c) include any supplements thereto at the date such
opinion is rendered.
(d) Each Agent shall have received from Thelen Reid & Priest
LLP, New York, New York, counsel for the Agents, such opinion or
opinions, dated the Execution Time, with respect to the issuance
and sale of the Notes, the Indenture, the Registration Statement,
the Prospectus (together with any supplement thereto) and other
related matters as the Agents may reasonably require, and the
Company shall have furnished to such counsel such documents as they
request for the purpose of enabling them to pass upon such matters.
(e) The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of
the Company, dated the Execution Time, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Prospectus, any supplement to the
Prospectus and this Agreement and that:
(i)the representations and warranties of the Company in
this Agreement are true and correct in all material respects upon
and as of the date hereof with the same effect as if made on the
date hereof and the Company has complied with all the agreements
and satisfied all the conditions on its part to be performed or
satisfied as a condition to the obligation of the Agents to solicit
offers to purchase the Notes;
(ii)no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
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(iii)since the date of the most recent financial
statements included in the Prospectus (exclusive of any supplement
thereto dated after the Execution Time), there has been no material
adverse change in the condition (financial or other), earnings,
business or properties of the Company and its subsidiaries, whether
or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any supplement thereto dated after the Execution
Time).
(f)At the Execution Time, Deloitte & Touche LLP shall
have furnished to each Agent a letter or letters (which may refer
to letters previously delivered to the Agents), dated as of the
Execution Time, in form and substance satisfactory to the Agents,
confirming that they are independent accountants within the meaning
of the Act and the Exchange Act and the respective applicable
published rules and regulations thereunder and stating in effect
that:
(i)in their opinion the audited financial
statements, financial statement schedules and pro forma financial
statements, if any, included or incorporated in the Registration
Statement and the Prospectus and reported on by them comply in form
in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related
published rules and regulations;
(ii)on the basis of a reading of the latest
unaudited consolidated financial statements made available by the
Company; carrying out certain specified procedures (but not an
examination in accordance with generally accepted auditing
standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the stockholders,
directors and executive committee of the Company and the
Subsidiaries; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company and its subsidiaries as to transactions and events
subsequent to the date of the most recent audited financial
statements included or incorporated in the Prospectus, nothing came
to their attention which caused them to believe that:
(1)any unaudited consolidated financial statements
included or incorporated in the Registration Statement and the
Prospectus do not comply in form in all material respects with
applicable accounting requirements and with the published rules and
regulations of the Commission with respect to financial statements
included or incorporated in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not
in conformity with generally accepted accounting principles applied
on a basis substantially consistent with that of the audited
financial statements included or incorporated in the Registration
Statement and the Prospectus;
(2)with respect to the period subsequent to the
date of the most recent consolidated financial statements (other
than any capsule information), audited or unaudited, in or
incorporated in the Registration Statement and the Prospectus,
there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term
debt, common equity or preferred stock (not subject to purchase or
sinking funds) of the Company and its subsidiaries, or decreases in
the stockholders' investment of the Company and its subsidiaries,
as compared with the amounts shown on the most recent consolidated
balance sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period from the date of
the most recent financial statements included or incorporated in
the Registration Statement and the Prospectus to such specified
date there were any decreases, as compared with the corresponding
period in the preceding year in operating revenues or operating
income or income before interest charges or in total or per share
amounts of net income of the Company and its subsidiaries, except
in all instances for changes or decreases set forth in such letter,
in which case the letter shall be accompanied by an explanation by
the Company as to the significance thereof unless said explanation
is not deemed necessary by the Agents; or
(3)the amounts included under the caption "Summary
Consolidated Financial and Operating Information" in the
Prospectus, were not determined on a basis substantially consistent
with that of the corresponding amounts in the audited financial
statements included or incorporated in the Registration Statement
and the Prospectus;
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(iii)they have performed certain other
specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Company and its subsidiaries) set forth in the Registration
Statement and the Prospectus, including certain of the information
included or incorporated in Items 1, 6, 7, 10 and 11 of the
Company's Annual Report on Form 10-K, incorporated in the
Registration Statement and the Prospectus, certain of the
information included in the "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q,
incorporated in the Registration Statement and the Prospectus, and
the information included in the Prospectus under the captions
"Ratio of Earnings to Fixed Charges" and "Summary Consolidated
Financial and Operating Information," agrees with the accounting
records of the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv)if unaudited pro forma financial statements are
included or incorporated in the Registration Statement and the
Prospectus, on the basis of a reading of the unaudited pro forma
financial statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and its subsidiaries
(including any entity which is acquired, by merger or otherwise,
after the Execution Time, and including any entity which is the
subject of any contract to acquire, by merger or otherwise, on the
date of such financial statements) who have responsibility for
financial and accounting matters, and proving the arithmetic
accuracy of the application of the pro forma adjustments to the
historical amounts in the pro forma financial statements, nothing
came to their attention which caused them to believe that the pro
forma financial statements do not comply in form in all material
respects with the applicable accounting requirements of Rule 11-02
of Regulation S-X or that the pro forma adjustments have not been
properly applied to the historical amounts in the compilation of
such statements.
References to the Prospectus in this paragraph (f)
include any supplement thereto at the date of the letter.
(g)Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates, letters from accountants and opinions of counsel as
the Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not
have been fulfilled in all material respects when and as provided
in this Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement shall not be in all
material respects reasonably satisfactory in form and substance to
such Agents and their counsel, this Agreement and all obligations
of any Agent hereunder may be canceled at any time by the Agents.
Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall
be delivered at the office of Thelen Reid & Priest LLP, counsel for
the Agents, at 40 West 57th Street, New York, New York 20019, at
the Execution Time.
6. Conditions to the Obligations of the Purchaser.
The obligations of the Purchaser to purchase any Notes will be
subject to the accuracy of the representations and warranties on
the part of the Company herein as of the date of any related Terms
Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and
agreements herein contained on its part to be performed and
observed and to the following additional conditions precedent:
(a)No stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued
and no proceedings for that purpose shall have been instituted or
threatened, or, to the knowledge of the Company or any Agent, be
contemplated by the Commission.
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(b)If specified by any related Terms Agreement and
except to the extent modified by such Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Closing Date, to the
effect set forth in Section 5(e) (except that references to the
Prospectus shall be to the Prospectus as supplemented at the time
of execution of the Terms Agreement), (ii) the opinion of McNair
Law Firm, P.A., counsel for the Company, dated as of the Closing
Date, to the effect set forth in Section 5(c), (iii) the opinion of
H.T. Arthur, II, Esq., General Counsel for the Company, dated as of
the Closing Date, to the effect set forth in Section 5(b), (iv) the
opinion of Thelen Reid & Priest LLP, counsel for the Purchaser,
dated as of the Closing Date, to the effect set forth in Section
5(d), and (v) a letter of Deloitte & Touche LLP, independent
accountants for the Company, dated as of the Closing Date, to the
effect set forth in Section 5(f).
(c)Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates
and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided
in this Agreement and any Terms Agreement, or if any of the
opinions and certificates mentioned above or elsewhere in this
Agreement or such Terms Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the
Purchaser and its counsel, such Terms Agreement and all obligations
of the Purchaser thereunder and with respect to the Notes subject
thereto may be canceled at, or at any time prior to, the respective
Closing Date by the Purchaser. Notice of such cancellation shall
be given to the Company in writing or by telephone or telegraph
confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase.
(a)The Company agrees that any person who has agreed to
purchase and pay for any Note, including a Purchaser and any person
who purchases pursuant to a solicitation by any of the Agents,
shall have the right to refuse to purchase such Note if, at the
Closing Date therefor, any condition set forth in Section 5 or 6,
as applicable, shall not be satisfied in all material respects.
(b)The Company agrees that any person who has agreed to
purchase and pay for any Note pursuant to a solicitation by any of
the Agents shall have the right to refuse to purchase such Note if,
subsequent to the agreement to purchase such Note, any change,
condition or development specified in any of the Sections 9 (b) (i)
through (v) shall have occurred (without regard to any judgment of
a Purchaser required therein) the effect of which is, in the
judgment of the Agent which presented the offer to purchase such
Note, so material and adverse as to make it impractical or
inadvisable to proceed with the delivery of such Note (it being
understood that under no circumstance shall any such Agent have any
duty or obligation to exercise the judgment permitted to be
exercised under this Section 7(b) and Section 9(b)).
8. Indemnification and Contribution.
(a)The Company agrees to indemnify and hold harmless
each of you, the directors, officers, employees and agents of each
of you and each person who controls each of you within the meaning
of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which you,
they or any of you or them may become subject under the Act, the
Exchange Act or other Federal or state statutory law or regulation,
at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the
registration of the Notes as originally filed or in any amendment
thereof, or in the Prospectus or any preliminary Prospectus, or in
any amendment thereof or supplement thereto, or arise out of or are
based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each
such indemnified party for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action, as incurred;
provided, however, that (i) the Company will not be liable in any
such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information
furnished to the Company by any of you specifically for use in
connection with the preparation thereof, and (ii) such indemnity
with respect to the Prospectus or any preliminary Prospectus shall
not inure to the benefit of any of you (or any person controlling
any of you) from whom the person asserting any such loss, claim,
damage or liability purchased the Notes which are the subject
thereof if such person did not receive a copy of the Prospectus (or
the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of
such Notes to such person in any case where such delivery is
required by the Act and the untrue statement or omission of a
material fact contained in the Prospectus or any preliminary
Prospectus was corrected in the Prospectus (or the Prospectus as
supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
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(b)Each of you agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs
the Registration Statement and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to you, but
only with reference to written information relating to such of you
furnished to the Company by such of you specifically for use in the
preparation of the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have. The Company acknowledges
that the statements set forth in the last paragraph of the cover
page of the Prospectus and under the heading "Plan of Distribution"
in the Prospectus, constitute the only information furnished in
writing by any of you for inclusion in the documents referred to in
the foregoing indemnity, and you confirm that such statements are
correct.
(c)Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 8, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it
from any liability which it may have to any indemnified party
otherwise than under this Section 8. In case any such action is
brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified
party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying
party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the
indemnifying party to such indemnified party of its election so to
assume the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable to such
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified
party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the
next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more
than one separate counsel, approved by you in the case of paragraph
(a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after notice of commencement of the action or (iii)
the indemnifying party has authorized the employment of counsel for
the indemnified party at the expense of the indemnifying party; and
except that, if clause (i) or (iii) is applicable, such liability
shall be only in respect of the counsel referred to in such clause
(i) or (iii).
(d)In order to provide for just and equitable
contribution in circumstances in which the indemnification provided
for in paragraph (a) of this Section 8 is due in accordance with
its terms but is for any reason held by a court to be unavailable
from the Company on grounds of policy or otherwise, the Company and
each of you shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending
same) to which the Company and any of you may be subject in such
proportion so that each of you is responsible for that portion
represented by the percentage that the aggregate commissions
received by such of you pursuant to Section 2 in connection with
the Notes from which such losses, claims, damages and liabilities
arise (or, in the case of Notes sold pursuant to a Terms Agreement,
the aggregate commissions that would have been received by such of
you if such commissions had been payable), bears to the aggregate
principal amount of such Notes sold and the Company is responsible
for the balance; provided, however, that (y) in no case shall any
of you be responsible for any amount in excess of the commissions
received by such of you in connection with the Notes from which
such losses, claims, damages and liabilities arise (or, in the case
of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such
commissions had been payable) and (z) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes
of this Section 8, each person who controls any of you within the
meaning of the Act shall have the same rights to contribution as
you and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who
shall have signed the Registration Statement and each director of
the Company shall have the same rights to contribution as the
Company, subject in each case to clause (z) of this paragraph (d).
Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action, suit or proceeding against
such party in respect of which a claim for contribution may be made
against another party or parties under this paragraph (d), notify
such party or parties from whom contribution may be sought, but the
omission to so notify such party or parties shall not relieve the
party or parties from whom contribution may be sought from any
other obligation it or they may have hereunder or otherwise than
under this paragraph (d).
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9. Termination.
This Agreement will continue in effect until terminated as
provided in this Section 9. In the event of such termination, no
party shall have any liability to the other party hereto, except as
provided in the fourth paragraph of Section 2(a), Section 4(h),
Section 8 and Section 10.
(a)This Agreement may be terminated by either the
Company as to any of you or by any of you insofar as this Agreement
relates to such of you, by giving written notice of such
termination to such of you or the Company, as the case may be.
This Agreement shall so terminate at the close of business on the
first business day following the receipt of such notice by the
party to whom such notice is given.
(b)Each Terms Agreement (whether oral or written) shall
be subject to termination in the absolute discretion of the
Purchaser, by notice given to the Company prior to delivery of any
payment for any Note to be purchased thereunder, if prior to such
time (i) there shall have occurred, subsequent to the agreement to
purchase such Note, any change, or any development involving a
prospective change, in or affecting the business or properties of
the Company and its subsidiaries the effect of which is, in the
judgment of the Purchaser, so material and adverse as to make it
impractical or inadvisable to proceed with the delivery of such
Note, (ii) there shall have been, subsequent to the agreement to
purchase such Note, any decrease in the rating of any of the
Company's debt securities by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under
the Act) or any notice given of any intended or potential decrease
in any such rating or of a possible change in any such rating that
does not indicate the direction of the possible change, (iii)
trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been
suspended or limited or minimum prices shall have been established
on such Exchange, (iv) a banking moratorium shall have been
declared either by Federal or New York State authorities, or (v)
there shall have occurred any outbreak or escalation of
hostilities, declaration by the United States of a national
emergency or war or other calamity or crisis the effect of which on
financial markets is such as to make it, in the judgment of the
Purchaser, impracticable or inadvisable to proceed with the
offering or delivery of such Notes as contemplated by the
Prospectus (exclusive of any supplement thereto.)
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its officers and
of you set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by
or on behalf of you or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof,
and will survive delivery of and payment for the Notes. The
provisions of Sections 4(h) and 8 hereof shall survive the
termination or cancellation of this Agreement. The provisions of
this Agreement (including without limitation Section 7 hereof)
applicable to any purchase of a Note for which an agreement to
purchase exists prior to the termination hereof shall survive any
termination of this Agreement.
11. Notices.
All communications hereunder will be in writing and effective
only on receipt, and, if sent to any of you, will be mailed,
delivered, telecopied or telegraphed and confirmed to such of you,
at the address specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to
it at 1426 Main Street, Columbia, South Carolina 29201, attention
of the General Counsel.
12. Successors.
This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors, directors,
officers, employees, agents and controlling persons and controlling
persons referred to in Section 8 hereof, and, to the extent
provided in Section 7, any person who has agreed to purchase Notes,
and no other person will have any right or obligation hereunder.
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13. Applicable Law.
This Agreement will be governed by and construed in accordance
with the laws of the State of New York.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company and you.
Very truly yours,
SCANA Corporation
By:
Its:
The foregoing Agreement is
hereby confirmed and accepted as of the date hereof.
By:
Its:
By:
Its:
By:
Its:
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SCHEDULE I
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by
such Agent:
Maturity Range of Notes amount Percentage of Principal
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 30 years .750%
The fee for maturities other than those specified above shall
be determined by interpolation between such specified maturities on
a pro rata monthly basis.
Address for Notice to you:
Notices to shall be directed to it at .
Notices to shall be directed to it at .
Notices to shall be directed to it at .
42
<PAGE>
EXHIBIT A
SCANA
CORPORATION
Medium-Term Note Administrative Procedures
______________, 1998
The Medium-Term Notes, Due from Nine Months to
Thirty Years from Date of Issue in an aggregate principal
amount of $315,000,000 (the "Notes") of SCANA Corporation
(the "Company") are to be offered on a continuing basis.
PaineWebber Incorporated, Credit Suisse First Boston
Corporation and NationsBanc Montgomery Securities LLC, as
agents (each an "Agent," and collectively the "Agents"),
have agreed to solicit purchases of Notes issued in fully
registered form. The Agents will not be obligated to
purchase Notes for their own account. The Notes are being
sold pursuant to a Selling Agency Agreement between the
Company and the Agents dated the date hereof (the "Agency
Agreement"). The Notes will rank pari passu with all other
unsecured and unsubordinated debt of the Company and have
been registered with the Securities and Exchange Commission
(the "Commission"). The Notes will be issued under the
Indenture dated as of November 1, 1989 (the "Indenture"),
between the Company and The Bank of New York, as trustee
(the "Trustee").
The Agency Agreement provides that Notes may also
be purchased by an Agent acting solely as principal and not
as agent. In the event of any such purchase, the functions
of both the Agent and the beneficial owner under the
administrative procedures set forth below shall be
performed by such Agent acting solely as principal, unless
otherwise agreed to between the Company and such Agent
acting as principal.
Each Note will be represented by either a Global
Security (as defined hereinafter) delivered to the Trustee,
as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC (a
"Book-Entry Note") or a certificate delivered to the Holder
thereof or a Person designated by such Holder (a
"Certificated Note"). Only Notes denominated and payable in
U.S. dollars may be issued as Book-Entry Notes. An owner
of a beneficial interest in a Book-Entry Note will not be
entitled to receive a certificate representing such Note.
A-1
<PAGE>
The procedures to be followed during, and the
specific terms of, the solicitation of orders by the Agents
and the sale as a result thereof by the Company are
explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its
Treasury Department. The Company will advise the Agents
and the Trustee in writing of those persons handling
administrative responsibilities with whom the Agents and
the Trustee are to communicate regarding orders to purchase
Notes and the details of their delivery.
Administrative procedures and specific terms of
the offering are explained below. Book-Entry Notes will be
issued in accordance with the administrative procedures set
forth in Part I hereof, as adjusted in accordance with
changes in DTC's operating requirements, and Certificated
Notes will be issued in accordance with the administrative
procedures set forth in Part II hereof. Unless otherwise
defined herein, terms defined in the Indenture and the
Notes shall be used herein as therein defined. Notes for
which interest is calculated on the basis of a fixed
interest rate, which may be zero, are referred to herein as
"Fixed Rate Notes." Notes for which interest is calculated
on the basis of a floating interest rate are referred to
herein as "Floating Rate Notes." To the extent the
procedures set forth below conflict with the provisions of
the Notes, the Indenture, DTC's operating requirements or
the Agency Agreement, the relevant provisions of the Notes,
the Indenture, DTC's operating requirements and the Agency
Agreement shall control.
All communications hereunder will be in writing and
effective only upon receipt, and, if sent, will be mailed,
delivered, telecopied or telegraphed and confirmed to the
Agents and the Company at the following addresses:
If to the Company:
SCANA Corporation
1426 Main Street
Columbia, South Carolina 29201
Attention: Secretary
If to PaineWebber Incorporated:
PaineWebber Incorporated
_________________________
_________________________
_________________________
If to Credit Suisse First Boston Corporation:
Credit Suisse First Boston
Corporation
________________________
________________________
________________________
If to NationsBanc Montgomery Securities LLC:
NationsBanc Montgomery Securities
LLC
________________________
________________________
________________________
A-2
<PAGE>
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry
Notes for eligibility in the book-entry system maintained
by DTC, the Trustee will perform the custodial, document
control and administrative functions described below, in
accordance with its respective obligations under a Letter
of Representations from the Company and the Trustee to DTC
and a Medium-Term Note Certificate Agreement between the
Trustee and DTC and its obligations as a participant in
DTC, including DTC's Same-Day Funds Settlement system
("SDFS").
Issuance: On any date of settlement (as defined under "Settlement"
below) for one or more Book-Entry Notes
(each a "Settlement Date"), the Company will issue a
single global security in fully registered form
without coupons (a "Global Security") representing up
to $200,000,000 principal amount of all such Book-
Entry Notes that have the same original issue date,
original issue discount provisions, if any, Interest
Payment Dates, Regular Record Dates, Interest Payment
Period, redemption provisions, if any, Maturity Date,
and, in the case of Fixed Rate Notes, interest rate,
in the case of Floating Rate Notes, initial interest
rate, Base Rate, Index Maturity, Interest Reset
Period, Interest Reset Dates, Spread or Spread
Multiplier, if any, minimum interest rate, if any,
maximum interest rate, if any and, in the case of a
Floating Rate Book-Entry Note for which the Base Rate
is LIBOR, its Designated LIBOR Page and Designated
LIBOR Currency (collectively, the "Terms"). Each
Global Security will be dated and issued as of the
date of its authentication by the Trustee. Each Global
Security
A-3
<PAGE>
will bear an Original Issue Date, which will be (i)
with respect to an original Global Security (or any
portion thereof), the original issue date specified in
such Global Security and (ii) following a
consolidation of Global Securities, with respect to
the Global Security resulting from such consolidation,
the most recent Interest Payment Date to which
interest has been paid or duly provided for on the
predecessor Global Securities, regardless of the date
of authentication of such resulting Global Security.
No Global Security will represent (i) both Fixed Rate
and Floating Rate Book-Entry Notes or (ii) any
Certificated Note.
Identification
CUSIP Numbers: The Company has arranged with the CUSIP Service
Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the
reservation of a series of CUSIP numbers, which
series consists of approximately 900 CUSIP
numbers and relates to Global Securities
representing Book-Entry Notes and book-entry
medium-term notes issued by the Company with
other series designations. The Trustee, the
Company and DTC have obtained from the CUSIP
Service Bureau a written list of such reserved
CUSIP numbers. The Company will assign CUSIP
numbers to Global Securities as described below
under Settlement Procedure "B." DTC will notify
the CUSIP Service Bureau periodically of the
CUSIP numbers that the Company has assigned to
Global Securities. The Trustee will notify the
Company at any time when fewer than 100 of the
reserved CUSIP numbers remain unassigned to
Global Securities, and, if it deems necessary,
the Company will reserve additional CUSIP numbers
for assignment to Global Securities. Upon
obtaining such additional CUSIP numbers, the
Company shall deliver a list of such additional
CUSIP numbers to the Trustee and DTC.
A-4
<PAGE>
Registration: Global Securities will be issued only in fully
registered form without coupons. Each
Global Security will be registered in the name of
CEDE & CO., as nominee for DTC, on the securities
register for the Notes maintained under the
Indenture. The beneficial owner of a Book-Entry
Note (or one or more indirect participants in DTC
designated by such owner) will designate one or
more participants in DTC (with respect to such
Book-Entry Note, the "Participants") to act as
agent or agents for such owner in connection with
the book-entry system maintained by DTC, and DTC
will record in book-entry form, in accordance
with instructions provided by such Participants,
a credit balance with respect to such beneficial
owner in such Book-Entry Note in the account of
such Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC and, in
turn, by Participants (and in certain cases, one
or more indirect participants in DTC) acting on
behalf of beneficial transferors and transferees
of such Note.
Exchanges: The Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a written notice
of consolidation (a copy of which shall be
attached to the resulting Global Security
described below) specifying (i) the CUSIP numbers
of two or more Outstanding Global Securities that
represent (A) Fixed Rate Book-Entry Notes having
the same Terms and for which interest has been
paid to the same date or (B) Floating Rate Book-
Entry Notes having the same Terms and for which
interest has been paid to the same date, (ii) a
date, occurring at least thirty days after such
written notice is delivered and at least thirty
days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global
Securities shall be exchanged for a single
replacement Global Security and (iii) a new CUSIP
number, obtained from the Company, to be assigned
to such replacement Global Security. Upon
receipt of such a notice, DTC will send to its
participants (including the Trustee) a written
reorganization notice to the effect that such
exchange will occur on such date. Prior to the
specified exchange date, the Trustee will deliver
to the CUSIP Service Bureau a written notice
setting forth such exchange date and such new
CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global
Securities to be exchanged will no longer be
valid. On the specified exchange date, the
Trustee will exchange such Global Securities for
a single Global Security bearing the new CUSIP
number and the CUSIP numbers of the exchanged
Global Securities will, in accordance with CUSIP
Service Bureau procedures, be canceled and not
immediately reassigned. Notwithstanding the
foregoing, if the Global Securities to be
exchanged exceed $200,000,000 in aggregate
principal amount, one Global Security will be
authenticated and issued to represent each
$200,000,000 of principal amount of the exchanged
Global Securities and an additional Global
Security will be authenticated and issued to
represent any remaining principal amount of such
Global Securities (see "Denominations" below).
A-5
<PAGE>
Maturities: Each Book-Entry Note will mature on a
date not less than nine months nor more than thirty
years after the settlement date for such Note.
Notice of
Repayment Terms: With respect to each Book-Entry Note that is
repayable at the option of the Holder,
the Trustee will furnish DTC on the settlement
date pertaining to such Note a notice setting
forth the terms of such repayment option. Such
terms shall include the start date and end dates
of the first exercise period, the purchase date
following such first exercise period, the
frequency that such exercise periods shall occur
(i.e., quarterly, semi-annually, annually, bi-
annually, etc.) and if the repayment option
expires before maturity, the same information
(except frequency) concerning the last exercise
period. It is understood that the exercise
period shall be at least fifteen calendar days
long and that the purchase date shall be at least
seven calendar days after the last day of the
exercise period.
A-6
<PAGE>
Denominations: Book-Entry Notes will be issued in principal
amounts of $1,000 or any amount in
excess thereof that is an integral multiple of
$1,000. Global Securities will be denominated in
principal amounts not in excess of $200,000,000.
If one or more Book-Entry Notes having an
aggregate principal amount in excess of
$200,000,000 would, but for the preceding
sentence, be represented by a single Global
Security, then one Global Security will be
authenticated and issued to represent each
$200,000,000 principal amount of such Book-Entry
Note or Notes and an additional Global Security
will be authenticated and issued to represent any
remaining principal amount of such Book-Entry
Note or Notes. In such a case, each of the Global
Securities representing such Book-Entry Note or
Notes shall be assigned the same CUSIP number.
Interest: General. Interest, if any, on each
Book- Entry Note will accrue from the original issue
date for the first interest period or the last
date to which interest has been paid, if any, for
each subsequent interest period, on the Global
Security representing such Book-Entry Note, and
will be calculated and paid in the manner
described in such Book-Entry Note and in the
Prospectus (as defined in the Agency Agreement),
as supplemented by the applicable Pricing
Supplement. Unless otherwise specified therein,
each payment of interest on a Book-Entry Note
will include interest accrued to but excluding
the Interest Payment Date (provided that, in the
case of Floating Rate Book-Entry Notes which
reset daily or weekly, interest payments will
include accrued interest to and including the
Regular Record Date immediately preceding the
Interest Payment Date) or to but excluding
Maturity (other than a Maturity of a Fixed Rate
Book-Entry Note occurring on the thirty-first day
of a month, in which case such payment of
interest will include interest accrued to but
excluding the thirtieth day of such month).
Interest payable at the Maturity of a Book-Entry
Note will be payable to the Person to whom the
principal of such Note is payable. Standard &
Poor's Corporation will use the information
received in the pending deposit message described
under Settlement Procedure "C" below in order to
include the amount of any interest payable and
certain other information regarding the related
Global Security in the appropriate (daily or
weekly) bond report published by Standard &
Poor's Corporation.
A-7
<PAGE>
Regular Record Dates. The Regular Record Date
with respect to any Interest Payment Date shall
be the date fifteen calendar days immediately
preceding such Interest Payment Date (unless
otherwise specified pursuant to Settlement
Procedure "A" below).
Interest Payment Dates on Fixed Rate Book-Entry
Notes. Unless otherwise specified pursuant to
Settlement Procedure "A" below, interest payments
on Fixed Rate Book-Entry Notes will be made semi-
annually on April 1, and October 1 of each year
and at Maturity; provided, however, that in the
case of a Fixed Rate Book-Entry Note issued
between a Regular Record Date and an Interest
Payment Date, the first interest payment will be
made on the Interest Payment Date following the
next succeeding Regular Record Date to the Person
in whose name such Note is registered on the
Regular Record Date for such succeeding Interest
Payment Date.
Interest Payment Dates on Floating Rate Book-
Entry Notes. Interest payments will be made on
Floating Rate Book-Entry Notes monthly,
quarterly, semi-annually or annually. Unless
otherwise agreed upon, interest will be payable,
in the case of Floating Rate Book-Entry Notes
with a monthly Interest Payment Period, on the
third Wednesday of each month; with a quarterly
Interest Payment Period, on the third Wednesday
of March, June, September and December of each
year; with a semi-annual Interest Payment Period
on the third Wednesday of the two months
specified pursuant to Settlement Procedure "A"
below; and with an annual Interest Payment
Period, on the third Wednesday of the month
specified pursuant to Settlement Procedure "A"
below; provided, however, that if an Interest
Payment
A-8
<PAGE>
Date for a Floating Rate Book-Entry Note would
otherwise be a day that is not a Business Day
with respect to such Floating Rate Book-Entry
Note, such Interest Payment Date will be the next
succeeding Business Day with respect to such
Floating Rate Book-Entry Note, except in the case
of a Floating Rate Book-Entry Note for which the
Base Rate is LIBOR, if such Business Day is in
the next succeeding calendar month, such Interest
Payment Date will be the immediately preceding
Business Day; and provided further, that in the
case of a Floating Rate Book-Entry Note issued
between a Regular Record Date and an Interest
Payment Date, the first interest payment will be
made on the Interest Payment Date following the
next succeeding Regular Record Date to the Person
in whose name such Note is registered on the
Regular Record Date for such succeeding Interest
Payment Date.
Notice of Interest Payment and Regular Record
Dates. On the first Business Day of January,
April, July and October of each year, the Trustee
will deliver to the Company and DTC a written
list of Regular Record Dates and Interest Payment
Dates that will occur with respect to Book-Entry
Notes during the six-month period beginning on
such first Business Day. Promptly after each
Interest Determination Date for Floating Rate
Book-Entry Notes, the Trustee, as Calculation
Agent, will notify Standard & Poor's Corporation
of the interest rates determined on such Interest
Determination Date.
Calculation of
Interest: Fixed Rate Book-Entry Notes. Interest
on Fixed Rate Book-Entry Notes (including
interest for partial periods) will be calculated
on the basis of a 360-day year of twelve thirty-
day months.
A-9
<PAGE>
Floating Rate Book-Entry Notes. Interest rates on
Floating Rate Book-Entry Notes will be determined
as set forth in the form of Notes. Interest on
Floating Rate Book-Entry Notes, except as
otherwise set forth therein, will be calculated
on the basis of actual days elapsed and a year of
360 days, except that in the case of a Floating
Rate Book-Entry Note for which the Base Rate is
Treasury Rate, interest will be calculated on the
basis of the actual number of days in the year.
Payments of
Principal and
Interest: Payment of Interest Only. Promptly after each
Regular Record Date, the Trustee will
deliver to the Company and DTC a written notice
setting forth, by CUSIP number, the amount of
interest to be paid on each Global Security on
the following Interest Payment Date (other than
an Interest Payment Date coinciding with
Maturity) and the total of such amounts. DTC will
confirm the amount payable on each Global
Security on such Interest Payment Date by
reference to the appropriate (daily or weekly)
bond reports published by Standard & Poor's
Corporation. The Company will pay to the Trustee,
as paying agent, the total amount of interest due
on such Interest Payment Date (other than at
Maturity), and the Trustee will pay such amount
to DTC, at the times and in the manner set forth
below under "Manner of Payment." If any Interest
Payment Date for a Book-Entry Note is not a
Business Day, the payment due on such day shall
be made on the next succeeding Business Day and
no interest shall accrue on such payment for the
period from and after such Interest Payment Date,
except that in the case of an Interest Payment
Date on a Floating Rate Note for which the Base
Rate is LIBOR, if such Business Day is in the
succeeding calendar month, such Interest Payment
Date will be the preceding Business Day.
Payments at Maturity. On or about the first
Business Day of each month, the Trustee will
deliver to the Company and DTC a written list of
principal and interest to be paid on each Global
Security maturing (on a Maturity or Redemption
Date or otherwise) in the
A-10
<PAGE>
following month. The Company and DTC will
confirm the amounts of such principal and
interest payments with respect to each such
Global Security on or about the fifth Business
Day preceding the Maturity of such Global
Security. On or before Maturity, the Company will
pay to the Trustee, as paying agent, the
principal amount of such Global Security,
together with interest due at such Maturity. The
Trustee will pay such amount to DTC at the times
and in the manner set forth below under "Manner
of Payment." If any Maturity of a Global Security
representing Book-Entry Notes is not a Business
Day, the payment due on such day shall be made on
the next succeeding Business Day and no interest
shall accrue on such payment for the period from
and after such Maturity. Promptly after payment
to DTC of the principal and interest due at
Maturity of such Global Security, the Trustee
will cancel such Global Security in accordance
with the Indenture and so advise the Company.
Manner of Payment. The total amount of any
principal and interest due on Global Securities
on any Interest Payment Date or at Maturity shall
be paid by the Company to the Trustee in
immediately available funds no later than 9:30
A.M. (New York City time) on such date. The
Company will make such payment on such Global
Securities by instructing the Trustee to withdraw
funds from an account maintained by the Company
at the Trustee or by wire transfer to the
Trustee. The Company will confirm any such
instructions in writing to the Trustee. Prior to
10 A.M. (New York City time) on the date of
Maturity or as soon as possible thereafter, the
Trustee will pay by separate wire transfer (using
Fedwire message entry instructions in a form
previously specified by DTC) to an account at the
Federal Reserve Bank of New York previously
specified by DTC, in funds available for
immediate use by DTC, each payment of principal
(together with interest thereon) due on a Global
Security on such date. On each Interest Payment
Date (other than at Maturity), interest payments
shall be made to DTC, in funds
A-11
<PAGE>
available for immediate use by DTC, in accordance
with existing arrangements between the Trustee
and DTC. On each such date, DTC will pay, in
accordance with its SDFS operating procedures
then in effect, such amounts in funds available
for immediate use to the respective Participants
in whose names the Book-Entry Notes represented
by such Global Securities are recorded in the
book-entry system maintained by DTC. Neither the
Company (as issuer or as paying agent) nor the
Trustee shall have any direct responsibility or
liability for the payment by DTC to such
Participants of the principal of and interest on
the Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld from
any interest payment on a Book-Entry Note will be
determined and withheld by the Participant,
indirect participant in DTC or other Person
responsible for forwarding payments and materials
directly to the beneficial owner of such Note.
Procedure for
Setting and
Posting: The Company and the Agents will
discuss from time to time the aggregate principal
amount of, the issuance price of, and the
interest rates to be borne by, Book-Entry Notes
that may be sold as a result of the solicitation
of orders by the Agents. If the Company decides
to set prices of, and rates borne by, any Book-
Entry Notes in respect of which the Agents are to
solicit orders (the setting of such prices and
rates to be referred to herein as "posting") or
if the Company decides to change prices or rates
previously posted by it, it will promptly advise
the Agents of the prices and rates to be posted.
Acceptance
and Rejection
of Orders: Unless otherwise instructed by the Company, each
Agent will advise the Company
promptly by telephone of all orders to purchase
Book-Entry Notes received by such Agent, other
than those rejected by it in whole or in part in
the reasonable exercise of its discretion. Unless
otherwise agreed by the Company and the Agents,
the Company has the right to accept orders to
purchase Book-Entry Notes and may reject any such
orders in whole or in part.
A-12
<PAGE>
Preparation of
Pricing
Supplement: If any order to purchase a Book-Entry Note is
accepted by or on behalf of the Company,
the Company will prepare a pricing supplement (a
"Pricing Supplement") reflecting the terms of
such Book-Entry Note and will arrange to have the
Pricing Supplement filed with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act and will supply ten copies
thereof (and additional copies if requested) to
the Agent which presented the order (the
"Presenting Agent"). The Presenting Agent will
cause a Prospectus and Pricing Supplement to be
delivered to the purchaser of such Book-Entry
Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files) will be destroyed.
Suspension of
Solicitation;
Amendment or
Supplement: Subject to the Company's
representations, warranties and covenants
contained in the Agency Agreement, the Company
may instruct the Agents to suspend at any time,
for any period of time or permanently, the
solicitation of orders to purchase Book-Entry
Notes. Upon receipt of such instructions, the
Agents will forthwith suspend solicitation until
such time as the Company has advised them that
such solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there shall be
any orders outstanding for settlement, the
Company will promptly advise the Agents and the
Trustee whether such orders
A-13
<PAGE>
may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with
the settlement of such orders. The Company will
have the sole responsibility for such decision
and for any arrangements that may be made in the
event that the Company determines that such
orders may not be settled or that copies of such
Prospectus may not be so delivered.
If the Company decides to amend or supplement the
Registration Statement (as defined in the Agency
Agreement) or the Prospectus, it will promptly
advise the Agents and furnish the Agents with the
proposed amendment or supplement and with such
certificates and opinions as are required, all to
the extent required by and in accordance with the
terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company
may file with the Commission any such supplement
to the Prospectus relating to the Notes. The
Company will provide the Agents and the Trustee
with copies of any such supplement, and confirm
to the Agents that such supplement has been filed
with the Commission pursuant to the applicable
paragraph of Rule 424(b).
Procedures For
Rate Changes: When the Company has determined to change the
interest rates of Book-Entry Notes
being offered, it will promptly advise the Agents
and the Agents will forthwith suspend
solicitation of orders. The Agents will telephone
the Company with recommendations as to the
changed interest rates. At such time as the
Company has advised the Agents of the new
interest rates, the Agents may resume
solicitation of orders. Until such time only
"indications of interest" may be recorded. Within
two Business Days after any sale of Book-Entry
Notes, the Company will file with the Commission
a Pricing Supplement to the Prospectus relating
to such Book-Entry Notes that reflects the
applicable interest rates and other terms and
will deliver copies of such Pricing Supplement to
the Agents.
A-14
<PAGE>
Delivery of
Prospectus: A copy of the Prospectus and, where applicable,
a Pricing Supplement, relating to a
Book-Entry Note, must accompany or precede the
earliest of any written offer by any Agent of
such Book-Entry Note, confirmation of the
purchase of such Book-Entry Note, or payment for
such Book-Entry Note by its purchaser. If notice
of a change in the terms of the Book-Entry Notes
is received by the Agents between the time an
order for a Book-Entry Note is placed and the
time written confirmation thereof is sent by the
Presenting Agent to a customer or his agent, such
confirmation shall be accompanied by a Prospectus
and Pricing Supplement setting forth the terms in
effect when the order was placed. Subject to
"Suspension of Solicitation; Amendment or
Supplement" above, the Presenting Agent timely
will deliver a Prospectus and Pricing Supplement
as herein described with respect to each Book-
Entry Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold directly
by the Company to a purchaser (other than an
Agent).
Confirmation: For each order to purchase a Book-Entry Note
solicited by any Agent and accepted by
or on behalf of the Company, the Presenting Agent
will issue a confirmation to the purchaser, with
a copy to the Company, setting forth the details
set forth above and delivery and payment
instructions.
Settlement: The receipt by the Company of
immediately available funds in payment for a
Book-Entry Note and the authentication and
issuance of the Global Security representing such
Book-Entry Note shall constitute "settlement"
with respect to such Book-Entry Note. All orders
accepted by the Company will be settled on the
fifth Business Day following the date of sale of
such Book-Entry Note pursuant to the timetable
for settlement set forth below unless the
Company, the Trustee and the purchaser agree to
settlement on another day which shall be no
earlier than the next Business Day following the
date of sale.
A-15
<PAGE>
Settlement
Procedures: Settlement Procedures with regard to each Book-
Entry Note sold by the Company through
any Agent, as agent, shall be as follows:
A. The Presenting Agent will advise the
Company by telephone of the following settlement
information:
1. Principal amount.
2. Maturity Date.
3. In the case of a Fixed Rate Book-Entry
Note, the interest rate or, in the
case of a Floating Rate Book-
Entry Note, the Base Rate,
initial interest rate (if
known at such time), Index
Maturity, Interest Reset
Period, Interest Reset Dates,
Spread or Spread Multiplier
(if any), minimum interest rate (if
any), maximum interest rate (if any)
and, in the case of a Floating Rate
Book-Entry Note for which the Base Rate
is LIBOR, the Designated LIBOR
Page and Designated LIBOR Currency.
4. Interest Payment Dates, Regular Record
Dates (if other than the dates fifteen
calendar days preceding such Interest
Payment Dates), the Interest Payment
Period, Interest Determination Dates,
the Calculation Dates and the
Calculation Agent.
5. Redemption provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission,
determined as provided in Section 2
of the Agency Agreement.
A-16
<PAGE>
B. The Company will assign a CUSIP number to
the Global Security representing
such Book-Entry Note and then advise the
Trustee by telephone (confirmed in writing
at any time on the same date) or electronic
transmission of the information set forth in
Settlement Procedure "A" above, such CUSIP
number and the name of the Presenting Agent.
The Company will also notify the Presenting
Agent by telephone of such CUSIP number as
soon as practicable. Each such communication
by the Company shall constitute a
representation and warranty by the Company
to the Trustee and the Agents that (i) such
Book-Entry Note is then, and at the time of
issuance and sale thereof will be, duly
authorized for issuance and sale by the
Company, (ii) such Book-Entry Note, and the
Global Security representing such Book-Entry
Note, will conform with the terms of the
Indenture, (iii) after giving effect to the
issuance of such Book-Entry Note and any
other Securities (as defined in the Agency
Agreement) to be issued on or prior to the
settlement date for the sale of such Book-
Entry Note, the aggregate amount of
Securities which have been issued and sold
by the Company will not exceed the amount of
Securities registered under the Registration
Statement (as defined in the Agency
Agreement) and (iv) upon authentication and
delivery of such Global Security, the
aggregate principal amount of all Notes
issued under the Indenture will not exceed
$315,000,000 (except for Notes authenticated
and delivered upon registration of transfer
of, in exchange for, or in lieu of Notes
pursuant to Section 305 of the Indenture).
Such confirmation shall constitute a Company
Order to the Trustee for the authentication
of such Global Security and shall be deemed
to satisfy the requirements for the delivery
of the Board Resolution and Officers'
Certificates set forth in the third
paragraph of Section 303 of the Indenture.
C. The Trustee will enter a pending deposit
message through DTC's Participant Terminal
System providing the following settlement
information to DTC (which shall route such
information to Standard & Poor's
Corporation) and the Presenting Agent:
1. The information set forth in Settlement
Procedure "A."
2. Identification as a Fixed Rate Book-
Entry Note or a Floating Rate Book-Entry Note.
3. Initial Interest Payment Date for such
Book-Entry Note, number of days by which such
date succeeds the related Regular Record Date
(or, in the case of Floating Rate Notes which
reset daily or weekly, the date five calendar
days immediately preceding the Interest Payment
Date) and amount of interest payable on such
Interest Payment Date (which amount shall be
confirmed by the Trustee).
4. The Interest Payment Period.
5. CUSIP number of the Global Security
representing such Book-Entry Note.
6. Whether such Global Security will represent
any other Book-Entry Note (to the extent known at
such time).
D. To the extent the Company has not already
done so, the Company will deliver to the Trustee
a Global Security in a form that has been
approved by the Company, the Agents and the
Trustee.
E. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as instructed
by DTC, if not already set forth thereon, and
authenticate the Global Security representing
such Book-Entry Note.
A-18
<PAGE>
F. DTC will credit such Book-Entry Note to the
Trustee's participant account at DTC.
G. The Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry Note
to the Trustee's participant account and credit
such Book-Entry Note to the Presenting Agent's
participant account and (ii) debit the Presenting
Agent's settlement account and credit the
Trustee's settlement account for an amount equal
to the price of such Book-Entry Note less the
Presenting Agent's commission. The entry of such
a deliver order shall constitute a representation
and warranty by the Trustee to DTC that (i) the
Global Security representing such Book-Entry Note
has been issued and authenticated and (ii) the
Trustee is holding such Global Security pursuant
to the Medium-Term Note Certificate Agreement
between the Trustee and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant Terminal
System instructing DTC (i) to debit such Book-
Entry Note to the Presenting Agent's participant
account and credit such Book-Entry Note to the
participant accounts of the Participants with
respect to such Book-Entry Note and (ii) to debit
the settlement accounts of such Participants and
credit the settlement account of the Presenting
Agent for an amount equal to the price of such
Book-Entry Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement Procedures
"G" and "H" will be settled in accordance with
SDFS operating procedures in effect on the
settlement date.
J. The Trustee will, upon receipt of funds from
the Agent in accordance with Settlement Procedure
"G," wire transfer to the account of the Company
maintained at The Bank of New York funds
available for immediate use in the amount
transferred to the Trustee in accordance with
Settlement Procedure "G."
A-19
<PAGE>
K. The Presenting Agent will confirm the
purchase of such Book-Entry Note to the purchaser
either by transmitting to the Participants with
respect to such Book-Entry Note a confirmation
order or orders through DTC's institutional
delivery system or by mailing a written
confirmation to such purchaser.
Settlement
Procedures
Timetable: For orders of Book-Entry Notes
solicited by any Agent and accepted by the
Company for settlement on the first Business Day
after the sale date, Settlement Procedures "A"
through "K" set forth above shall be completed as
soon as possible but not later than the
respective times (New York City time) set forth
below:
Settlement
Procedure Time
A 11:00 A.M. on the sale date
B 12:00 Noon on the sale date
C 2:00 P.M. on the sale date
D 3:00 P.M. on the Business Day
before settlement
E 9:00 A.M. on Settlement Date
F 10:00 A.M. on Settlement Date
G-H 2:00 P.M. on Settlement Date
I 4:45 P.M. on Settlement Date
J-K 5:00 P.M. on Settlement Date
If a sale is to be settled more than one Business
Day after the sale date, Settlement Procedures
"A," "B" and "C" shall be completed as soon as
practicable but no later than 11:00 A.M. and
12:00 Noon on the first Business Day after the
sale date and no later than 2:00 P.M. on the
Business Day before the settlement date,
A-20
<PAGE>
respectively. If the initial interest rate for a
Floating Rate Book-Entry Note has not been
determined at the time that Settlement Procedure
"A" is completed, Settlement Procedures "B" and
"C" shall be completed as soon as such rate has
been determined but no later than 12:00 Noon and
2:00 P.M., respectively, on the Business Day
before the settlement date. Settlement Procedure
"I" is subject to extension in accordance with
any extension of Fedwire closing deadlines and in
the other events specified in SDFS operating
procedures in effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled
or canceled, the Trustee will deliver to DTC,
through DTC's Participant Terminal System, a
cancellation message to such effect by no later
than 2:00 P.M. on the Business Day immediately
preceding the scheduled settlement date.
Failure to
Settle: If the Trustee fails to enter an SDFS deliver
order with respect to a Book-Entry Note
pursuant to Settlement Procedure "G," the Trustee
may deliver to DTC, through DTC's Participant
Terminal System, as soon as practicable, a
withdrawal message instructing DTC to debit such
Book-Entry Note to the Trustee's participant
account. DTC will process the withdrawal message,
provided that the Trustee's participant account
contains a principal amount of the Global
Security representing such Book-Entry Note that
is at least equal to the principal amount to be
debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee
will cancel such Global Security in accordance
with the Indenture and so advise the Company and
will make appropriate entries in its records. The
CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global
Security, the Trustee will exchange such Book-
Entry Note for two Global Securities, one of
which shall represent such Book-Entry Notes and
shall be canceled immediately after issuance and
the other of which shall represent the other
Book-Entry Notes previously represented by the
surrendered Global Security and shall bear the
CUSIP number of the surrendered Global Security.
A-21
<PAGE>
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect
to such Note by the beneficial purchaser thereof
(or a Person, including an indirect participant
in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent
may enter SDFS deliver orders through DTC's
Participant Terminal System reversing the orders
entered pursuant to Settlement Procedures "G" and
"H," respectively. Thereafter, the Trustee will
deliver the withdrawal message and take the
related actions described in the preceding
paragraph. If such failure shall have occurred
for any reason other than a default by the
Presenting Agent in the performance of its
obligations hereunder and under the Agency
Agreement, then the Company will reimburse the
Presenting Agent or the Trustee, as applicable,
on an equitable basis for the loss of the use of
the funds during the period when they were
credited to the account of the Company.
Notwithstanding the foregoing, upon any failure
to settle with respect to a Book-Entry Note, DTC
may take any actions in accordance with its SDFS
operating procedures then in effect. In the event
of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to
have been represented by a Global Security, the
Trustee will provide, in accordance with
Settlement Procedure "E," for the authentication
and issuance of a Global Security representing
the other Book-Entry Notes to have been
represented by such Global Security and will make
appropriate entries in its records.
A-22
<PAGE>
Trustee Not to
Risk Funds: Nothing herein shall be deemed to require the
Trustee to risk or expend its own
funds in connection with any payment to the
Company, DTC, the Agents or the purchaser, it
being understood by all parties that payments
made by the Trustee to the Company, DTC, the
Agents or the purchaser shall be made only to the
extent that funds are provided to the Trustee for
such purpose.
Authenticity of
Signatures: The Company will cause the Trustee to furnish
to the Company and the Agents from time
to time with the specimen signatures of each of
the Trustee's officers, employees or agents who
has been authorized by the Trustee to
authenticate Book-Entry Notes, but no Agent will
have any obligation or liability to the Company
or the Trustee in respect to the authenticity of
the signature of any officer, employee or agent
of the Company or the Trustee on any Book-Entry
Note.
Payment of
Expenses: Each Agent shall forward to the
Company, on a monthly basis, a statement of the
out-of- pocket expenses incurred by such Agent
during that month that are reimbursable to it
pursuant to the terms of the Agency Agreement.
The Company will remit payment to the Agents
currently on a monthly basis.
Advertising
Costs: The Company will determine with the Agents the
amount of advertising that may be
appropriate in soliciting offers to purchase the
Book-Entry Notes. Advertising expenses will be
paid by the Company.
Periodic
Statements
from The Bank
of New York: Periodically, the Trustee will send to
the Company a statement setting forth the
principal amount of Book-Entry Notes Outstanding
as of that date.
A-23
<PAGE>
PART II
Administrative Procedures for Certificated
Notes
The Trustee will serve as registrar and transfer
agent in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated and issued
as of the date of its authentication
by the Trustee. Each Certificated Note will bear
an Original Issue Date, which will be (i) with
respect to an original Certificated Note (or any
portion thereof), its original issuance date
(which will be the settlement date) and (ii) with
respect to any Certificated Note (or portion
thereof) issued subsequently upon transfer or
exchange of a Certificated Note or in lieu of a
destroyed, lost or stolen Certificated Note, the
Original Issue Date of the predecessor
Certificated Note, regardless of the date of
authentication of such subsequently issued
Certificated Note.
Registration: Certificated Notes will be issued only
in fully registered form without coupons.
Transfers and
Exchanges: A Certificated Note may be presented for transfer
or exchange at the principal
corporate trust office in The City of New York of
the Trustee. Certificated Notes will be
exchangeable for other Certificated Notes having
identical terms but different authorized
denominations without service charge.
Certificated Notes will not be exchangeable for
Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date
not less than nine months nor more than
thirty years after the Settlement Date for such
Note.
Denominations: The denomination of any Certificated Note
denominated in U.S. dollars will be a
minimum of $1,000 or any amount in excess thereof
that is an integral multiple of $1,000. The
authorized denominations of Certified Notes
denominated in any other currency will be
specified pursuant to "Settlement Procedures"
below.
A-24
<PAGE>
Interest: General. Interest, if any, on each Certificated
Note will accrue from the original
issue date for the first interest period or the
last date to which interest has been paid, if
any, for each subsequent interest period, and
will be calculated and paid in the manner
described in such Note and in the Prospectus
as supplemented by the applicable Pricing
Supplement. Unless otherwise specified therein,
each payment of interest on a Certificated Note
will include interest accrued to but excluding
the Interest Payment Date (provided that, in the
case of Certificated Notes which reset daily or
weekly, interest payments will include accrued
interest to and including the Regular Record Date
immediately preceding the Interest Payment Date)
or to but excluding Maturity (other than a
Maturity of a Fixed Rate Certificated Note
occurring on the thirty-first day of a month, in
which case such payment of interest will include
interest accrued to but excluding the thirtieth
day of such month).
Regular Record Dates. The Regular Record Dates
with respect to any Interest Payment Date shall
be the date fifteen calendar days immediately
preceding such Interest Payment Date (unless
otherwise specified pursuant to Settlement
Procedure "A" below).
Fixed Rate Certificated Notes. Unless otherwise
specified pursuant to Settlement Procedure "A"
below, interest payments on Fixed Rate
Certificated Notes will be made semi-annually on
April 1 and October 1 of each year and at
Maturity; provided, however, that in the case of
a Fixed Rate Certificated Note issued between a
Regular Record Date and an Interest Payment Date,
the first interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date to the Person in
whose name such Note is registered on the Regular
Record Date for such succeeding Interest Payment
Date.
A-25
<PAGE>
Floating Rate Certificated Notes. Interest
payments will be made on Floating Rate
Certificated Notes monthly, quarterly, semi-
annually or annually. Interest will be payable,
in the case of Floating Rate Certificated Notes
with a monthly Interest Payment Period, on the
third Wednesday of each month; with a quarterly
Interest Payment Period, on the third Wednesday
of March, June, September and December of each
year; with a semi-annual Interest Payment Period,
on the third Wednesday of the two months
specified pursuant to Settlement Procedure "A"
below; and with an annual Interest Payment
Period, on the third Wednesday of the month
specified pursuant to Settlement Procedure "A"
below; provided, however, that if an Interest
Payment Date for a Floating Rate Certificated
Note would otherwise be a day that is not a
Business Day with respect to such Floating Rate
Certificated Note, such Interest Payment Date
will be the next succeeding Business Day with
respect to such Floating Rate Certificated Note,
except in the case of a Floating Rate
Certificated Note for which the Base Rate is
LIBOR, if such Business Day is in the next
succeeding calendar month, such Interest Payment
Date will be the immediately preceding Business
Day; and provided further, that in the case of a
Floating Rate Certificated Note issued between a
Regular Record Date and an Interest Payment Date,
the first interest payment will be made on the
Interest Payment Date following the next
succeeding Regular Record Date to the Person in
whose name such Note is registered on the Regular
Record Date for such succeeding Interest Payment
Date.
Calculation of
Interest: Fixed Rate Certificated Note.
Interest on Fixed Rate Certificated Notes
(including interest for partial periods) will be
calculated on the basis of a 360-day year of
twelve thirty-day months.
A-26
<PAGE>
Floating Rate Certificated Notes. Interest rates
on Floating Rate Certificated Notes will be
determined as set forth in the form of Notes.
Interest on Floating Rate Certificated Notes,
except as otherwise set forth therein, will be
calculated on the basis of actual days elapsed
and a year of 360 days, except that in the case
of a Floating Rate Certificated Note for which
the Base Rate is Treasury Rate, interest will be
calculated on the basis of the actual number of
days in the year.
Payments of
Principal and
Interest: The Trustee will pay the principal amount of each
Certificated Note at Maturity upon
presentation of such Certificated Note to the
Trustee (unless otherwise specified in the
applicable Pricing Supplement). Such payment,
together with payment of interest due at Maturity
of such Certificated Note, will be made in funds
available for immediate use by the Trustee and in
turn by the Holder of such Certificated Note.
Certificated Notes presented to the Trustee at
Maturity for payment will be canceled by the
Trustee in accordance with the Indenture. All
interest payments on a Certificated Note (other
than interest due at Maturity) will be made by
check drawn on the Trustee (or another Person
appointed by the Trustee) and mailed by the
Trustee to the Person entitled thereto as
provided in such Note and the Indenture (unless
otherwise specified in the applicable Pricing
Supplement).
The Trustee will be responsible for reporting
interest paid on Certificated Notes, and where
applicable, withholding taxes on such interest
payments, as may be required by law.
If any Interest Payment Date for or the Maturity
of a Certificated Note is not a Business Day, the
payment due on such day shall be made on the next
succeeding Business Day and no interest shall
accrue on such payment for the period from and
after such Interest Payment Date or Maturity, as
the case may be, except that in the case of an
Interest Payment Date on a Floating Rate
Certificated Note for which the Base Rate is
LIBOR, if such Business Day is in the succeeding
calendar month, such Interest Payment Date will
be the preceding Business Day.
A-27
<PAGE>
Procedure for
Rate Setting
and Posting: The Company and the Agents will
discuss from time to time the aggregate principal
amount of, the issuance price of, and the
interest rates to be borne by, Notes that may be
sold as a result of the solicitation of orders by
the Agents. If the Company decides to set prices
of, and rates borne by, any Notes in respect of
which the Agents are to solicit orders (the
setting of such prices and rates to be referred
to herein as "posting") or if the Company decides
to change prices or rates previously posted by
it, it will promptly advise the Agents of the
prices and rates to be posted.
Acceptance and
Rejection of
Orders: Unless otherwise instructed by the Company, each
Agent will advise the Company
promptly by telephone of all orders to purchase
Certificated Notes received by such Agent, other
than those rejected by it in whole or in part in
the reasonable exercise of its discretion. Unless
otherwise agreed by the Company and the Agents,
the Company has the sole right to accept orders
to purchase Certificated Notes and may reject any
such orders in whole or in part.
Preparation of
Pricing Supplement: If any order to purchase a
Certificated Note is accepted by or on behalf of
the Company, the Company will prepare a Pricing
Supplement reflecting the terms of such
Certificated Note and will arrange to have the
Pricing Supplement filed with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act and will supply ten copies
thereof (and additional copies if requested) to
the Presenting Agent. The Presenting Agent will
cause a Prospectus and Pricing Supplement to be
delivered to the purchaser of such Certificated
Note.
A-28
<PAGE>
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files), will be destroyed.
Suspension of
Solicitation;
Amendment or
Supplement: Subject to the Company's
representations, warranties and covenants
contained in the Agency Agreement, the Company
may instruct the Agents to suspend at any time
for any period of time or permanently, the
solicitation of orders to purchase Certificated
Notes. Upon receipt of such instructions, the
Agents will forthwith suspend solicitation until
such time as the Company has advised them that
such solicitation may be resumed.
In the event that at the time the Company
suspends solicitation of purchases there shall be
any orders outstanding for settlement, the
Company will promptly advise the Agents and the
Trustee whether such orders may be settled and
whether copies of the Prospectus as in effect at
the time of the suspension, together with the
appropriate Pricing Supplement, may be delivered
in connection with the settlement of such orders.
The Company will have the sole responsibility for
such decision and for any arrangements that may
be made in the event that the Company determines
that such orders may not be settled or that
copies of such Prospectus may not be so
delivered.
If the Company decides to amend or supplement the
Registration Statement or the Prospectus, it will
promptly advise the Agents and furnish the Agents
with the proposed amendment or supplement and
with such certificates and opinions as are
required, all to the extent required by and in
accordance with the terms of the Agency
Agreement. Subject to the provisions of the
Agency Agreement, the Company may file with the
Commission any supplement to the Prospectus
relating to the Notes. The Company will provide
the Agents and the Trustee with copies of any
such supplement, and confirm to the Agents that
such supplement has been filed with the
Commission pursuant to the applicable paragraph
of Rule 424(b).
A-29
Procedure for
Rate Changes: When the Company has determined to change the
interest rates of Certificated Notes
being offered, it will promptly advise the Agents
and the Agents will forthwith suspend
solicitation of orders. The Agents will telephone
the Company with recommendations as to the
changed interest rates. At such time as the
Company has advised the Agents of the new
interest rates, the Agents may resume
solicitation of orders. Until such time only
"indications of interest" may be recorded. Within
two Business Days after any sale of Notes, the
Company will file with the Commission a Pricing
Supplement to the Prospectus relating to such
Notes that reflects the applicable interest rates
and other terms and will deliver copies of such
Pricing Supplement to the Agents.
Delivery of
Prospectus: A copy of the Prospectus and, where applicable,
a Pricing Supplement, relating to a
Certificated Note, must accompany or precede the
earliest of any written offer by any Agent of
such Certificated Note, confirmation of the
purchase of such Certificated Note, or payment
for such Certificated Note by its purchaser. If
notice of a change in the terms of the
Certificated Notes is received by the Agents
between the time an order for a Certificated Note
is placed and the time written confirmation
thereof is sent by the Presenting Agent to a
customer or his agent, such confirmation shall be
accompanied by a Prospectus and Pricing
Supplement setting forth the terms in effect when
the order was placed. Subject to "Suspension of
Solicitation; Amendment or Supplement" above, the
Presenting Agent timely will deliver a Prospectus
and Pricing Supplement as herein described with
respect to each Certificated Note sold by it. The
Company will make such delivery if such
Certificated Note is sold directly by the Company
to a purchaser (other than any Agent).
A-30
Confirmation: For each order to purchase a
Certificated Note solicited by any Agent and
accepted by or on behalf of the Company, the
Presenting Agent will issue a confirmation to the
purchaser, with a copy to the Company, setting
forth the details set forth above and delivery
and payment instructions.
Settlement: The receipt by the Company of
immediately available funds in exchange for an
authenticated Certificated Note delivered to the
Presenting Agent and the Presenting Agent's
delivery of such Certificated Note against
receipt of immediately available funds shall,
with respect to such Certificated Note,
constitute "settlement." All orders accepted by
the Company will be settled on the fifth Business
Day following the date of sale pursuant to the
timetable for settlement set forth below, unless
the Company, the Trustee and the purchaser agree
to settlement on another day which shall be no
earlier than the next Business Day following the
date of sale; provided, however, that the Trustee
shall not, without its prior written consent, be
required to deliver in excess of 300 certificates
evidencing Certificated Notes in any one of the
three business days following the date of sale.
Settlement
Procedures: Settlement Procedures with regard to each
Certificated Note sold by the Company
through any Agent, as agent, shall be as follows:
A. The Presenting Agent will advise the Company
by telephone of the following settlement
information:
1. Name in which such Certificated Note is to
be registered ("Registered Owner").
A-31
<PAGE>
2. Address of the Registered Owner and address
for payment of principal and interest.
3. Taxpayer identification number of the
Registered Owner (if available).
4. Principal amount.
5. Maturity Date.
6. In the case of a Fixed Rate Certificated
Note, the interest rate or, in the case of a
Floating Rate Certificated Note, the initial
interest rate (if known at such time), Base Rate,
Index Maturity, Interest Reset Period, Interest
Reset Dates, Spread or Spread Multiplier (if
any), minimum interest rate (if any), maximum
interest rate (if any) and, in the case of a
Floating Rate certified Note for which the Base
Rate is LIBOR, the Designated LIBOR Page and
Designated LIBOR Currency.
7. Interest Payment Dates, Regular Record Dates
(if other than the dates fifteen calendar days
preceding such Interest Payment Dates), the
Interest Payment Period, the Calculation Dates
and the Calculation Agent.
8. Redemption provisions, if any.
9. Settlement date.
10. Price (including currency).
11. Presenting Agent's commission, determined
as provided in Section 2 of the Agency Agreement.
12. Manner of payment at Maturity (if other
than upon presentation of Notes to the Trustee)
and Interest (if other than by check).
A-32
<PAGE>
B. The Company will advise the Trustee by
telephone (confirmed in writing at any time on
the sale date) or electronic transmission of the
information set forth in Settlement Procedure "A"
above and the name of the Presenting Agent. Each
such communication by the Company shall
constitute a representation and warranty by the
Company to the Trustee and the Agents that (i)
such Certificated Note is then, and at the time
of issuance and sale thereof will be, duly
authorized for issuance and sale by the Company,
(ii) such Certificated Note will conform with the
terms of the Indenture, (iii) after giving effect
to the issuance of such Certificated Note and any
other Securities (as defined in the Agency
Agreement) to be issued on or prior to the
settlement date for the sale of such Certificated
Note, the aggregate amount of Securities which
have been issued and sold by the Company will not
exceed the amount of Securities registered under
the Registration Statement (as defined in the
Agency Agreement) and (iv) upon authentication
and delivery of such Certificated Note, the
aggregate principal amount of all Notes issued
under the Indenture will not exceed $315,000,000
or the equivalent thereof in other currencies
(except for Notes authenticated and delivered
upon registration of transfer of, in exchange
for, or in lieu of Notes pursuant to Section 305
of the Indenture). Such confirmation shall
constitute a Company Order to the Trustee for the
authentication of such Certificated Note and
shall be deemed to satisfy the requirements for
the delivery of the Board Resolution and
Officers' Certificates set forth in the third
paragraph of Section 303 of the Indenture.
A-33
<PAGE>
C. The Company will deliver to the Trustee a
pre-printed four-ply packet for such Certificated
Note, which packet will contain the following
documents in forms that have been approved by the
Company, the Agents and the Trustee:
1.Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Certificated
Note and will authenticate such Certificated Note
and deliver it (with the confirmation) and Stubs
One and Two to the Presenting Agent, and the
Presenting Agent will acknowledge receipt of the
Note by stamping or otherwise marking Stub One
and returning it to the Trustee. Such delivery
will be made only against such acknowledgment of
receipt and evidence that instructions have been
given by the Presenting Agent for payment to the
account of the Company at The Bank of New York in
funds available for immediate use, of an amount
equal to the price of such Certificated Note less
the Presenting Agent's commission. In the event
that the instructions given by the Presenting
Agent for payment to the account of the Company
are revoked, the Company will as promptly as
possible wire transfer to the account of the
Presenting Agent an amount of immediately
available funds equal to the amount of such
payment made.
E. The Presenting Agent will deliver such
Certificated Note (with the confirmation) to the
customer or the customer's trust bank against
payment in immediately payable funds. The
Presenting Agent will obtain the acknowledgement
of receipt of such Certificated Note by retaining
Stub Two.
A-34
<PAGE>
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement
Procedures
Timetable: For orders of Certificated Notes
solicited by any Agent, as agent, and accepted by
the Company, Settlement Procedures "A" through
"F" set forth above shall be completed on or
before the respective times (New York City time)
set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the Business Day
before settlement
B-C 3:00 P.M. on the Business Day
before settlement
D 2:15 P.M. on Settlement Date
E 3:00 P.M. on Settlement Date
F 5:00 P.M. on Settlement Date
Failure to Settle: If a purchaser fails to accept
delivery of and make payment for any Certificated
Note, the Presenting Agent will notify the
Company and the Trustee by telephone and return
such Certificated Note to the Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account of the
Presenting Agent an amount equal to the amount
previously credited to the account of Company in
respect of such Certificated Note. Such wire
transfer will be made on the Settlement Date, if
possible, and in any event not later than the
Business Day following the Settlement Date. If
the failure shall have occurred for any reason
other than a default by the Presenting Agent in
the performance of its obligations hereunder and
under the Agency Agreement, then the Company will
reimburse the Presenting Agent or the Trustee, as
appropriate, on an equitable basis for its loss
of the use of the funds during the period when
they were credited to the account of the Company.
Immediately upon receipt of the Certificated Note
in respect of which such failure occurred, the
Trustee will cancel such Certificated Note in
accordance with the Indenture and so advise the
Company, and will make appropriate entries in its
records.
A-35
<PAGE>
Trustee Not to
Risk Funds: Nothing herein shall be deemed to require the
Trustee to risk or expend its own
funds in connection with any payment to the
Company, the Agents or the purchaser, it being
understood by all parties that payments made by
the Trustee to the Company, the Agents or the
purchaser shall be made only to the extent that
funds are provided to the Trustee for such
purpose.
Authenticity
of Signatures: The Company will cause the Trustee to furnish
to the Agents from time to time with the
specimen signatures of each of the Trustee's
officers, employees or agents who has been
authorized by the Trustee to authenticate
Certificated Notes, but neither the Trustee nor
any Agent will have any obligation or liability
to the Company or the Trustee in respect of the
authenticity of the signature of any officer,
employee or agent of the Company or the Trustee
on any Certificated Note.
Payment of
Expenses: Each Agent shall forward to the
Company, on a monthly basis, a statement of the
out-of- pocket expenses incurred by such Agent
during that month that are reimbursable to it
pursuant to the terms of the Agency Agreement.
The Company will remit payment to the Agents
currently on a monthly basis.
Advertising
Costs: The Company will determine with the Agents the
amount of advertising that may be
appropriate in soliciting orders to purchase the
Certificated Notes. Advertising expenses will be
paid by the Company.
Periodic
Statements from
the Trustee: Periodically, the Trustee will send to
the Company a statement setting forth the
principal amount of Certificated Notes
outstanding as of that date.
A-36
<PAGE>
EXHIBIT B
SCANA
CORPORATION
Medium-Term Notes
Due from Nine Months to Thirty Years
from Date of Issue
TERMS AGREEMENT
_________________, ______
Attention:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated ____________,
1998, among PaineWebber Incorporated, Credit Suisse First Boston
Corporation and NationsBanc Montgomery Securities LLC and you,
the undersigned agrees to purchase the following Notes of:
Aggregate Principal Amount:
Interest Rate:
Date of Maturity:
If Fixed Rate Notes !
Interest Rate:
Interest Payment Period:
Interest Payment Dates:
Regular Record Dates:
If Floating Rate Notes !
Initial Interest Rate:
Base Rate: Index Maturity:
Spread: Spread Multiplier:
Minimum Interest Rate, if any:
Maximum Interest Rate, if any:
Interest Reset Period:
Interest Reset Dates:
Interest Payment Period:
Interest Payment Dates:
Regular Record Dates:
[Redemption Dates and Prices:]
1
<PAGE>
[Repayment Dates and Prices:]
Purchase Price: % of Principal Amount [plus accrued
interest from _______________, ______]
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By: _______________________________
Accepted:
By: ____________________________
Title: _______________________
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3,
except for the assignment of a security rating pursuant to
transaction requirement B-2 of Form S-3, which requirement the
registrant reasonably believes will be met at the time of
effectiveness, and has duly caused this registration statement or
amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, State of South
Carolina, on September 30, 1998.
(REGISTRANT) SCANA Corporation
By: s/W.B. Timmerman
(Name & Title): W.B. Timmerman., Chairman of the
Board, Chief Executive Officer,
President and Director
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment thereto has been signed by
the following persons in the capacities and on the dates indicated.
(i) Principal executive officer:
By: s/W.B. Timmerman
(Name & Title): W.B. Timmerman, Chairman of the
Board, Chief Executive Officer,
President and Director
Date: September 30, 1998
(ii) Principal financial and accounting officer:
By: s/K.B. Marsh
(Name & Title): K. B. Marsh, Senior Vice President,
Chief Financial Officer and
Controller
Date: September 30, 1998
(iii) Other Directors:
* B. L. Amick; J.A. Bennett, W. B. Bookhart, Jr.; W. T. Cassels,
Jr.; H. M. Chapman; E. T. Freeman; L.M. Gressette, Jr., W. H. Hipp;
L.M. Miller, F. C. McMaster; J. B. Rhodes; M.K. Sloan,
* Signed on behalf of each of these persons:
s/K. B. Marsh
K.B. Marsh
(Attorney-in-Fact)
