<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1997
REGISTRATION NO.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<C> <C>
DELAWARE 74-1079400
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
2800 POST OAK BOULEVARD
HOUSTON, TEXAS 77056
(713) 215-2000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)
---------------------
WILLIAM G. VON GLAHN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
THE WILLIAMS COMPANIES, INC.
ONE WILLIAMS CENTER
TULSA, OKLAHOMA 74172
(918) 588-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
COPY TO:
KEITH L. KEARNEY, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
---------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities............. (2) (2) $300,000,000 $90,910
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee.
(2) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION, DATED MAY 16, 1997
PROSPECTUS
$300,000,000
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
DEBT SECURITIES
---------------------
Transcontinental Gas Pipe Line Corporation (the "Company") may offer and
sell from time to time in one or more series unsecured debentures, notes, or
other evidences of indebtedness ("Debt Securities") with an initial offering
price not to exceed $300,000,000 in the aggregate (or the equivalent in foreign
denominated currency or units based on or related to currencies, including
European Currency Units). All specific terms of the offering and sale of the
Debt Securities, including the (a) specific designation, rights and restrictions
and the currencies or composite currencies in which the Debt Securities are
denominated, the aggregate principal amount, the maturity, rate and time of
payment of interest, and any conversion, exchange, redemption or sinking fund
provisions, and (b) initial public offering price, listing on any securities
exchange, any other specific terms in connection with the offering of the Debt
Securities, and the agents, dealers or underwriters, if any, to be utilized in
connection with the sale of the Debt Securities, will be set forth in an
accompanying Prospectus Supplement (the "Prospectus Supplement"). The Debt
Securities may be sold for U.S. dollars, foreign denominated currency or
currency units; principal of and any interest on the Debt Securities may
likewise be payable in U.S. dollars, foreign denominated currency or currency
units -- in each case, as the Company specifically designates. The managing
underwriters with respect to each series sold to or through underwriters will be
named in the Prospectus Supplement.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
The Debt Securities may be offered through dealers, through underwriters,
or through agents designated from time to time as set forth in the Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter, or the purchase price less commission in the case of an agent -- in
each case, less other expenses attributable to issuance and distribution. See
"Plan of Distribution" for possible indemnification arrangements for dealers,
underwriters, and agents.
This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy any of the Debt Securities other than the Debt Securities
described in the accompanying Prospectus Supplement.
---------------------
The date of this Prospectus is , 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
the Debt Securities offered hereby. Certain portions of the Registration
Statement have not been included in this Prospectus as permitted by the
Commission's rules and regulations. For further information, reference is made
to the Registration Statement and the exhibits thereto. The Company is subject
to the informational requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports and
other information with the Commission. The Registration Statement (with
exhibits), as well as such reports and other information filed by the Company
with the Commission, can be inspected and copied at the public reference
facilities maintained by the Commission at its principal offices at Judiciary
Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and its
regional offices at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048; or from the Commission's worldwide web site at http://www.sec.gov.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission at its principal office at Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549.
---------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER, OR AGENT. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE
AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE DEBT SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.
---------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997 ("Form 10-Q"), and the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, ("Form 10-K"), filed by the Company
with the Commission under the Exchange Act are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Prospectus shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement in
this Prospectus or in any subsequently filed document that also is or is deemed
to be incorporated by reference modifies or replaces such statement.
The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to:
Transcontinental Gas Pipe Line Corporation, P.O. Box 1396, Houston, Texas 77251,
Attention: General Counsel, (713) 215-2000.
REPORTS TO HOLDERS OF DEBT SECURITIES
The Company is not required to publish annual and quarterly reports to
holders of Debt Securities. The Company's quarterly report on Form 10-Q and
annual report on Form 10-K, which contains audited financial statements, will be
provided to holders of Debt Securities upon request.
1
<PAGE> 4
---------------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS, IF ANY, MAY OVERALLOT
OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBT
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON ANY EXCHANGES ON WHICH THE
DEBT SECURITIES ARE LISTED, IN THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The Company is an interstate natural gas transmission company that owns and
operates a natural gas pipeline system extending from Texas, Louisiana,
Mississippi, and the Gulf of Mexico through the States of Alabama, Georgia,
South Carolina, North Carolina, Virginia, Maryland, Pennsylvania, and New Jersey
to the New York City metropolitan area. The Company's transmission activities
are subject to regulation by the Federal Energy Regulatory Commission ("FERC")
under the Natural Gas Act of 1938 and under the Natural Gas Policy Act of 1978.
The Company was formerly a wholly owned subsidiary of Transco Energy
Company, which The Williams Companies, Inc. ("Williams") acquired on January 18,
1995. Following the acquisition, direct ownership of the Company was transferred
to Williams.
The Company was incorporated in Delaware in 1948. The principal executive
offices of the Company are located at the Transco Tower, 2800 Post Oak
Boulevard, Houston, Texas 77056 (telephone: (713) 215-2000).
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used for general corporate
purposes, including repayment of outstanding debt. The Company anticipates that
it will raise additional funds from time to time through debt financings,
including sale of additional Debt Securities and further borrowings under its
uncommitted short-term debt facilities and bank credit agreement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table represents the Company's ratio of earnings to fixed
charges for the periods shown.
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
--------------------------------------- -----------------------------------
FOR THE FOR THE
FOR THE PERIOD PERIOD
QUARTER FOR THE YEAR JANUARY 18, JANUARY 1, FOR THE YEARS ENDED
ENDED ENDED 1995 TO 1995 TO DECEMBER 31,
MARCH 31, DECEMBER 31, DECEMBER 31, JANUARY 17, ---------------------
1997 1996 1995 1995 1994 1993 1992
--------- ------------ ------------ ----------- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
3.40 3.13 3.19 (a) 3.26 2.89 2.24
</TABLE>
- ---------------
(a) Earnings were inadequate to cover fixed charges for the period January 1,
1995, to January 17, 1995, by $7,434,000.
For the purpose of this ratio: (i) earnings consist of income or loss
before fixed charges and income taxes for the Company and (ii) fixed charges
consist of interest and debt expense on all indebtedness (without reduction for
interest capitalized) and that portion of rental payments on operating leases
estimated to represent an interest factor for the Company.
2
<PAGE> 5
SELECTED FINANCIAL DATA
The following income statement and cash flow data for the quarter ended
March 31, 1997, and the balance sheet data at March 31, 1997, have been derived
from the Company's unaudited financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, incorporated
herein by reference. The following income statement and cash flow data for the
years 1994 through 1996 and the balance sheet data for 1995 and 1996 have been
derived from the Company's audited financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996,
incorporated herein by reference. The income statement and cash flow data for
1993 and 1992 and the balance sheet data for 1994, 1993, and 1992 set forth
below have been derived from audited financial statements of the Company
previously filed with the Commission but not incorporated by reference. The
acquisition of Transco Energy Company and its subsidiaries, including the
Company, by Williams was accounted for by using the purchase method of
accounting. Accordingly, the purchase price was "pushed down" and recorded in
the following selected data which affects the comparability of the
post-acquisition and pre-acquisition financial data. The selected financial data
should be read in conjunction with such financial statements, the notes thereto
and the related management's discussion and analysis of financial condition and
results of operations.
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
--------------------------------------- --------------------------------------
FOR THE FOR THE
FOR THE PERIOD PERIOD
QUARTER FOR THE YEAR JANUARY 18, JANUARY 1, FOR THE YEARS ENDED
ENDED ENDED 1995 TO 1995 TO DECEMBER 31,
MARCH 31, DECEMBER 31, DECEMBER 31, JANUARY 17, ------------------------
1997 1996 1995 1995 1994 1993 1992
--------- ------------ ------------ ----------- ------ ------ ------
(MILLIONS OF DOLLARS) (MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Data:
Operating revenues.................... $355 $1,595 $1,405 $ 72 $1,591 $1,522 $1,257
Operating income (loss)............... $ 60 $ 209 $ 188 $ (5) $ 223 $ 202 $ 178
Common stock equity in net income
(loss)............................. $ 28 $ 96 $ 86 $(10) $ 105 $ 86 $ 65
Net cash provided by (used in)
operating activities............... $ 40 $ 201 $ 303 $(32) $ 162 $ 259 $ 4
</TABLE>
<TABLE>
<CAPTION>
POST-ACQUISITION PRE-ACQUISITION
--------------------------- ------------------------
DECEMBER 31, DECEMBER 31,
MARCH 31, --------------- ------------------------
1997 1996 1995 1994 1993 1992
--------- ------ ------ ------ ------ ------
(MILLIONS OF DOLLARS) (MILLIONS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Property, plant and
equipment -- net................... $3,407 $3,420 $3,285 $1,763 $1,743 $1,764
Total assets.......................... $3,948 $4,060 $3,922 $2,271 $2,304 $2,302
Long-term debt, less current
maturities......................... $ 681 $ 681 $ 382 $ 644 $ 644 $ 519
Common stockholder's equity........... $1,846 $1,819 $1,737 $ 815 $ 707 $ 619
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute senior debt of the Company and will be
issued under an indenture dated as of July 15, 1996 (the "Indenture"), between
the Company and Citibank, N.A., as Trustee (the "Trustee"). The form of the
Indenture is filed as an exhibit to the Registration Statement of which this
Prospectus is a part. The following summaries of certain provisions of the
Indenture and the Debt Securities do not purport to be complete, and such
summaries are subject to the detailed provisions of the Indenture to which
reference is hereby made for a full description of such provisions, including
the definition of certain terms used herein, and for other information regarding
the Debt Securities. Numerical references in parentheses below are to sections
in the Indenture. Wherever particular sections or defined terms of the Indenture
are referred to, such sections or defined terms are incorporated herein by
reference as part of the statement made, and the statement is qualified in its
entirety by such reference. The Debt Securities offered by this Prospectus and
the accompanying Prospectus Supplement are referred to herein as "Offered Debt
3
<PAGE> 6
Securities." The Indenture does not contain any covenant or provision that
affords debt holders protection in the event of a highly leveraged transaction.
CERTAIN DEFINITIONS
Certain terms defined in the Indenture are summarized as follows:
"Attributable Debt" means, with respect to any sale and lease-back
transaction as of any particular time, the present value discounted at a
rate of interest implicit in the terms of the lease of the obligations of
the lessee under such lease for net rental payments during the remaining
term of the lease (including any period for which such lease has been
extended or may, at the option of the Company, be extended).
"Consolidated Funded Indebtedness" means the aggregate of all
outstanding Funded Indebtedness of the Company and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with
generally accepted accounting principles.
"Consolidated Net Tangible Assets" means the total assets appearing on
a consolidated balance sheet of the Company and its consolidated
Subsidiaries less, in general: (i) intangible assets; (ii) current and
accrued liabilities (other than Consolidated Funded Indebtedness and
capitalized rentals or leases), deferred credits, deferred gains and
deferred income; and (iii) reserves.
"Funded Indebtedness" means any Indebtedness that matures more than
one year after the date as of which Funded Indebtedness is being determined
less any such Indebtedness as will be retired through or by means of any
deposit or payment required to be made within one year from such date under
any prepayment provision, sinking fund, purchase fund or otherwise.
"Holder" means, in general, a Person in whose name the Debt Securities
are registered, or, if not registered, the bearer thereof.
"Indebtedness" means indebtedness that is for money borrowed from
others.
"Person" means any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.
"Principal Property" means any natural gas pipeline gathering
property, or natural gas processing plant located in the United States,
except any such property that in the opinion of the Board of Directors is
not of material importance to the total business conducted by the Company
and its consolidated Subsidiaries; provided that "Principal Property" shall
not include (i) production and proceeds from production from gas processing
plants or oil or natural gas or petroleum products in any pipeline or
storage field and (ii) any property acquired or constructed by any
Subsidiary of the Company after December 31, 1995.
"Subsidiary" means any corporation at least a majority of the
outstanding securities of which having ordinary voting power shall be owned
by the Company and/or another Subsidiary or Subsidiaries.
GENERAL
The Indenture does not limit the amount of Debt Securities, debentures,
notes, or other evidences of indebtedness that may be issued by the Company or
any of its Subsidiaries. The Debt Securities will be unsecured senior
obligations of the Company and will rank pari passu with all existing and future
unsubordinated and unsecured obligations of the Company.
The Indenture provides that Debt Securities may be issued from time to time
in one or more series and may be denominated and payable in foreign currencies
or units based on or relating to foreign currencies, including European Currency
Units. Special United States federal income tax considerations applicable to any
Debt Securities so denominated are described in the relevant Prospectus
Supplement.
4
<PAGE> 7
Reference is made to the Prospectus Supplement for the following terms of
and information relating to the Offered Debt Securities (to the extent such
terms are applicable to such Debt Securities): (i) the specific designation,
aggregate principal amount, purchase price, and denomination; (ii) currency or
units based on or relating to currencies in which such Debt Securities are
denominated and/or in which principal, premium, if any, and/or any interest will
or may be payable; (iii) any date of maturity; (iv) interest rate or rates (or
method by which such rate will be determined), if any; (v) the dates on which
any such interest will be payable; (vi) the place or places where the principal
of and interest, if any, on the Offered Debt Securities will be payable; (vii)
any redemption or sinking fund provisions; (viii) whether the Offered Debt
Securities will be issuable in registered or bearer form or both and, if Offered
Debt Securities in bearer form are issuable, restrictions applicable to the
exchange of one form for another and to the offer, sale, and delivery of Offered
Debt Securities in bearer form; (ix) any applicable United States federal income
tax consequences, including whether and under what circumstances the Company
will pay additional amounts on Offered Debt Securities held by a Person who is
not a U.S. Person (as defined in the Prospectus Supplement) in respect of any
tax, assessment, or governmental charge withheld or deducted, and if so, whether
the Company will have the option to redeem such Debt Securities rather than pay
such additional amounts; and (x) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants provided for
with respect to such Debt Securities, and any terms that may be required by or
advisable under United States laws or regulations.
Debt Securities may be presented for exchange, and registered Debt
Securities may be presented for transfer in the manner, at the places, and
subject to the restrictions set forth in the Debt Securities and the Prospectus
Supplement. Such services will be provided without charge, other than any tax or
other governmental charge payable in connection therewith, but subject to the
limitations provided in the applicable Indenture. Debt Securities in bearer form
and the coupons, if any, appertaining thereto will be transferable by delivery.
Debt Securities that bear interest will do so at a fixed rate or a floating
rate. Debt Securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate will be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
relevant Prospectus Supplement.
REGISTERED GLOBAL SECURITIES
The registered Debt Securities of a series may be issued in the form of one
or more fully registered global Securities (a "Registered Global Security") that
will be deposited with a depositary (the "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Registered Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding registered Debt Securities of the series to be
represented by such Registered Global Security or Securities. Unless and until
it is exchanged in whole or in part for Debt Securities in definitive registered
form, a Registered Global Security may not be transferred except as a whole by
the Depositary for such Registered Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor of such Depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.
Upon the issuance of a Registered Global Security, the Depositary for such
Registered Global Security will credit, on its book-entry registration and
transfer system, the respective principal amounts of the Debt Securities
represented by such Registered Global Security to the accounts of Persons that
have accounts with such Depositary ("participants"). The accounts to be credited
shall be designated by any underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in a
5
<PAGE> 8
Registered Global Security will be limited to participants or Persons that may
hold interests through participants. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the Depositary for such
Registered Global Security (with respect to interests of participants) or by
participants or Persons that hold through participants (with respect to
interests of Persons other than participants). So long as the Depositary for a
Registered Global Security, or its nominee, is the registered owner of such
Registered Global Security, such Depositary or such nominee, as the case may be,
will be considered the sole owner or Holder of the Debt Securities represented
by such Registered Global Security for all purposes under the Indenture. Except
as set forth below, owners of beneficial interests in a Registered Global
Security will not be entitled to have the Debt Securities represented by such
Registered Global Security registered in their names, will not receive or be
entitled to receive physical delivery of such Debt Securities in definitive form
and will not be considered the owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
the Company, the Trustee or any paying agent for such Debt Securities will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Registered
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Registered Global Security as shown on the records
of such Depositary. The Company also expects that payments by participants to
owners of beneficial interests in such Registered Global Security held through
such participants will be governed by standing instructions and customary
practices, as is now the case with the securities held for the accounts of
customers registered in "street names" and will be the responsibility of such
participants.
If the Depositary for any Debt Securities represented by a Registered
Global Security is at any time unwilling or unable to continue as Depositary and
a successor Depositary is not appointed by the Company within ninety days, the
Company will issue such Debt Securities in definitive form in exchange for such
Registered Global Security. In addition, the Company may at any time and in its
sole discretion determine not to have any of the Debt Securities of a series
represented by one or more Registered Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for all of
the Registered Global Security or Securities representing such Debt Securities.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. The Indenture provides that, subject to certain
exceptions, the Company will not, nor will it permit any Subsidiary to, issue,
assume, or guarantee any Indebtedness secured by a mortgage, pledge, lien,
security interest, or encumbrance ("mortgage"), upon any property of the Company
or any subsidiary without effectively providing that the Debt Securities issued
thereunder shall be equally and ratably secured with such Indebtedness. Among
the exceptions are purchase money mortgages; preexisting mortgages on any
property acquired or constructed by the Company or a Subsidiary and mortgages
created within one year after completion of such acquisition or construction;
mortgages created on any contract for the sale of products or services related
to the operation or use of any property acquired or constructed within one year
after completion of such acquisition or construction; mortgages on property of a
Subsidiary existing at the time it became a Subsidiary of the Company or
existing on property at the time acquired by the Company; and other mortgages in
an aggregate amount which, at the time of the incurrence, does not exceed 5
percent of the Consolidated Net Tangible Assets. (Section 3.6).
Limitation on Sale and Lease-Back Transactions. The Indenture provides that
the Company will not, nor will it permit any Subsidiary to, sell and lease back
for more than three years any Principal Property acquired
6
<PAGE> 9
or placed into service more than 180 days before such lease arrangement, unless
the Company retires Funded Indebtedness or causes Funded Indebtedness to be
retired within 90 days of the effective date of such sale and lease-back
transaction equal to the net proceeds of such sale. This limitation does not
apply to sale and lease-back transactions (i) relating to industrial development
or pollution control financing or (ii) involving only the Company and any
Subsidiary or Subsidiaries, nor are such transactions included in any
computation of Attributable Debt. Notwithstanding the foregoing, the Company and
its Subsidiaries may enter into sale and lease-back transactions so long as the
total consolidated Attributable Debt in respect of such transactions does not
exceed 5% of Consolidated Net Tangible Assets. (Section 3.7).
Consolidation, Merger, Conveyance of Assets. The Indenture provides, in
general, that the Company will not consolidate with or merge into any other
corporation or convey, transfer, or lease its properties and assets
substantially as an entirety to any Person, unless the corporation formed by
such consolidation or into which the Company is merged or the Person that
acquires such assets shall expressly assume the Company's obligations under the
Indenture and the Debt Securities issued thereunder and immediately after giving
effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing. (Section 8.1)
EVENTS OF DEFAULT
In general, an Event of Default is defined under the Indenture with respect
to Debt Securities of any series issued under the Indenture as being: (a)
default in payment of any principal of the Debt Securities of such series,
either at maturity, upon any redemption, by declaration, or otherwise; (b)
default for 30 days in payment of any interest on any Debt Securities of such
series unless otherwise provided; (c) default for 90 days after written notice
in the observance or performance of any covenant or warranty in the Debt
Securities of such series (other than a covenant a default in whose performance,
or whose breach, is dealt with otherwise below); provided, however, that the
occurrence of any of the events described in this clause (c) shall not
constitute an event of Default if such occurrence is the result of changes in
generally accepted accounting principles; or (d) certain events of bankruptcy,
insolvency, or reorganization of the Company. (Section 4.1)
In general, the Indenture provides that, (a) if an Event of Default
described in clauses (a), (b) or (c) above (if the Event of Default under clause
(c) is with respect to less than all series of Debt Securities then outstanding)
occurs, the Trustee or the Holders of not less than 25 percent in principal
amount of the Debt Securities of each affected series (voting as one class)
issued under the Indenture and then outstanding may then declare the entire
principal of all Debt Securities of each such affected series and interest
accrued thereon to be due and payable immediately and (b) if an Event of Default
due to a default described in clause (c) above which is applicable to all series
of Debt Securities then outstanding or due to certain events of bankruptcy,
insolvency, and reorganization of the Company shall have occurred and be
continuing, the Trustee or the Holders of not less than 25 percent in principal
amount of all Debt Securities issued under the Indenture and then outstanding
(treated as one class) may declare the entire principal of all such Debt
Securities and interest accrued thereon to be due and payable immediately, but
upon certain conditions such declarations may be annulled and past defaults may
be waived (except a continuing default in payment of principal of, premium, if
any, or interest on such Debt Securities) by the Holders of a majority in
aggregate principal amount of the Debt Securities of all such affected series
then outstanding (voting as one class). (Sections 4.1 and 4.10)
The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the Holders of Debt Securities (treated as one class)
issued under the Indenture before proceeding, at the request of such Holders, to
exercise any right or power under the Indenture. (Section 5.2) Subject to such
provisions in the Indenture for the indemnification of the Trustee and certain
other limitations, the Holders of a majority in aggregate principal amount of
the outstanding Debt Securities of each series affected (treated as one class)
issued under the Indenture may direct the time, method, and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee. (Section 4.9)
7
<PAGE> 10
In general, the Indenture provides that no Holder of Debt Securities issued
under the Indenture may institute any action against the Company under the
Indenture (except actions for payment of principal or interest on or after the
due date provided) unless such Holder previously shall have given to the Trustee
written notice of default and continuance thereof and unless the Holders of not
less than 25 percent in principal amount of the Debt Securities of each affected
series (treated as one class) issued under the Indenture and then outstanding
shall have requested the Trustee to institute such action and shall have offered
the Trustee reasonable indemnity and the Trustee shall not have instituted such
action within 60 days of such request and the Trustee shall not have received
direction inconsistent with such written request by the Holders of a majority in
principal amount of the Debt Securities of each affected series (treated as one
class) issued under the Indenture and then outstanding. (Sections 4.6, 4.7 and
4.9)
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Section 3.5)
DISCHARGE, DEFEASANCE, AND COVENANT DEFEASANCE
The Company can discharge or defease its obligations under the Indenture as
set forth below. (Section 9.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to Holders of any series of Debt Securities issued under the
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations (as defined in the
Indenture) as trust funds in an amount certified to be sufficient to pay at
maturity (or upon redemption) the principal of and interest on such Debt
Securities.
The Company may also, upon satisfaction of the conditions listed below,
discharge certain obligations to Holders of any series of Debt Securities issued
under the Indenture at any time ("defeasance"). Under terms satisfactory to the
Trustee, the Company may instead be released with respect to any outstanding
series of Debt Securities issued under the Indenture from the obligations
imposed by Sections 3.6, 3.7, and 8.1, (which contain the covenants described
above limiting liens, sale and lease-back transactions, and consolidations,
mergers, and conveyances of assets), and omit to comply with such Sections
without creating an Event of Default ("covenant defeasance"). Defeasance or
covenant defeasance may be effected only if, among other things: (i) the Company
irrevocably deposits with the Trustee cash or, in the case of Debt Securities
payable only in U.S. dollars, U.S. Government Obligations, as trust funds in an
amount certified to be sufficient to pay at maturity (or upon redemption) the
principal of and interest on all outstanding Debt Securities of such series
issued under such Indenture; (ii) the Company delivers to the Trustee an opinion
of counsel to the effect that the Holders of such series of Debt Securities will
not recognize income, gain, or loss for United States federal income tax
purposes as a result of such defeasance or covenant defeasance and will be
subject to United States federal income tax on the same amounts, in the same
manner, and at the same times as would have been the case if defeasance or
covenant defeasance had not occurred (in the case of a defeasance, such opinion
must be based on a ruling of the Internal Revenue Service or a change in United
States federal income tax law occurring after the date of such Indenture, since
such a result would not occur under current tax law).
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company and the Trustee may enter into
supplemental indentures (which conform to the provisions of the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act of 1939")) without the consent
of the Holders to, in general: (a) secure any Debt Securities; (b) evidence the
assumption by a successor Person of the obligations of the Company; (c) add
further covenants for the protection of the Holders; (d) cure any ambiguity or
correct any inconsistency in such Indenture, so long as such action will not
adversely affect the interests of the Holders; (e) establish the form or terms
of Debt Securities of any series; and (f) evidence the acceptance of appointment
by a successor trustee. (Section 7.1)
8
<PAGE> 11
The Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than the majority in
principal amount of Debt Securities of all series issued under such Indenture
then outstanding and affected (voting as one class) to, in general, add any
provisions to, or change in any manner or eliminate any of the provisions of,
the Indenture or modify in any manner the rights of the Holders of the Debt
Securities of each series so affected; provided that such changes conform to
provisions of the Trust Indenture Act of 1939 and provided that the Company and
the Trustee may not, without the consent of each Holder of outstanding Debt
Securities affected thereby, (a) extend the final maturity of the principal of
any Debt Securities, or reduce the principal amount thereof or reduce the rate
or extend the time of payment of interest thereon, or reduce any amount payable
on redemption thereof or change the currency in which the principal thereof
(including any amount in respect of original issue discount) or interest thereon
is payable, or reduce the amount of any original issue discount security payable
upon acceleration or provable in bankruptcy or alter certain provisions of the
Indenture relating to Debt Securities not denominated in U.S. dollars or for
which conversion to another currency is required to satisfy the judgment of any
court, or impair the right to institute suit for the enforcement of any payment
on any Debt Securities when due or (b) reduce the aforesaid percentage in
principal amount of Debt Securities of any series issued under such Indenture,
the consent of the Holders of which is required for any such modification.
(Section 7.2)
CONCERNING THE TRUSTEE
The Trustee is one of a number of banks with which the Company and its
affiliates maintain ordinary banking relationships and with which the Company
and its affiliates maintain credit facilities. An affiliate of the Trustee has
also underwritten securities offerings for affiliates of the Company and may
underwrite future offerings for the Company and its affiliates.
LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
Except as may otherwise be provided in the Prospectus Supplement applicable
thereto, in compliance with United States federal income tax laws and
regulations, Bearer Debt Securities (including Bearer Debt Securities in global
form) will not be offered, sold, resold or delivered, directly or indirectly, in
the United States or its possessions or to United States persons (as defined
below), except as permitted by United States Treasury Regulations Section
1.163-5(c)(2)(i)(D). Any underwriters, agents and dealers participating in the
offerings of Bearer Debt Securities, directly or indirectly, must agree that (i)
they will not, in connection with the original issuance of any bearer Debt
Securities or during the restricted period, as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7) (the "restricted period"), offer,
sell, resell or deliver, directly or indirectly, any Bearer Debt Securities in
the United States or its possessions or to United States persons (other than as
permitted by the applicable Treasury Regulations described above). In addition,
any such underwriters, agents and dealers must have procedures reasonably
designed to ensure that its employees or agents who are directly engaged in
selling Bearer Debt Securities are aware of the above restrictions on the
offering, sale, resale or delivery of Bearer Debt Securities. Moreover, Bearer
Debt Securities (other than temporary global Debt Securities and Bearer Debt
Securities that satisfy the requirements of United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii)) and any coupons appertaining thereto will
not be delivered in definitive form nor will any interest be paid on any Bearer
Debt Securities, unless the Company has received a signed certificate in writing
(or an electronic certificate described in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(3)(iii)) stating that on such date such Bearer Debt
Security (i) is owned by a person that is not a United States person, (ii) is
owned by a United States person that (a) is a foreign branch of a United States
financial institution (as defined in United States Treasury Regulations Section
1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own account or
for resale, or (b) is acquiring such Bearer Debt Securities through a foreign
branch of a United States financial institution and who holds the Bearer Debt
Security through such financial institution through such date (and in either
case (a) or (b), each such United States financial institution agrees, on its
own behalf or through its agent, that the Company may be advised that it will
comply with the requirements of Section 165(j)(3)(A), (B), or (C) of the United
States Internal Revenue Code, and the regulations thereunder) or (iii) is owned
by a United States or foreign financial institution for the purposes of resale
during the restricted period and such financial
9
<PAGE> 12
institution certifies that it has not acquired the Bearer Debt Security for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.
Bearer Securities (other than temporary global Debt Securities) and any
Coupons appertaining thereto will bear a legend substantially to the following
effect: "Any United States person who holds this obligation will be subject to
limitations under the United States federal income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the United States
Internal Revenue Code." The sections referred to in such legend provide that a
United States person (other than a United States financial institution described
above or United States person holding through such a financial institution) who
holds a Bearer Security or coupon will not be allowed to deduct any loss
realized on the sale, exchange or redemption of such Bearer Security and will
not be eligible for capital gain treatment with respect to any gain recognized
on such sale, exchange or redemption.
As used herein, "United States person" means any person who is, for United
States federal income tax purposes, a citizen, national, or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any political subdivision thereof,
or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.
PLAN OF DISTRIBUTION
The Company may sell the Offered Debt Securities in the following ways: (i)
through agents; (ii) through underwriters; (iii) through dealers; and (iv)
directly to purchasers.
Offers to purchase the Offered Debt Securities may be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Offered Debt Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If any underwriters are utilized in the sale, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set forth
in the Prospectus Supplement, which will be used by the underwriters to make
resales to the public of the Offered Debt Securities in respect of which this
Prospectus is delivered.
If a dealer is utilized in the sale of the Offered Debt Securities in
respect of which this Prospectus is delivered, the Company will sell such
Offered Debt Securities to the dealer, as principal. The dealer may then resell
such Offered Debt Securities to the public at varying prices to be determined by
such dealer at the time of resale.
Agents, dealers, and underwriters may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which such agents, dealers, or underwriters may be
required to make in respect thereof. Agents, dealers, and underwriters may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
The Offered Debt Securities may also be offered and sold, if so indicated
in the Prospectus Supplement, in connection with a remarketing upon their
purchase, in accordance with a redemption or repayment pursuant to their terms,
or otherwise, by one or more firms ("remarketing firms"), acting as principals
for their own accounts or as agents for the Company. Any remarketing firm will
be identified and the terms of its agreement, if any, with the Company and its
compensation will be described in the Prospectus Supplement. Remarketing firms
may be deemed to be underwriters in connection with the Offered Debt Securities
remarketed thereby. Remarketing firms may be entitled under agreements which may
be entered into with the Company to indemnification by the Company against
certain civil liabilities, including liabilities under the Securities Act, and
may be customers of, engage in transactions with or perform services for the
Company in the ordinary course of business.
10
<PAGE> 13
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase the Offered Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to delayed delivery
contracts providing for payment and delivery on a specified date in the future.
Such contracts will be subject to only those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth the
commission payable for solicitation of such offers.
EXPERTS
The audited consolidated financial statements of the Company appearing in
the Company's Annual Report on Form 10-K at December 31, 1996 and 1995 and for
the years ended December 31, 1996 and for the periods from January 1, 1995, to
January 17, 1995, and from January 18, 1995, to December 31, 1995, have been
audited by Ernst & Young LLP, independent auditors, and, for the year ended
December 31, 1994, by Arthur Andersen LLP, independent public accountants, as
set forth in their respective reports thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
The audited consolidated financial statements of the Company included in or
incorporated by reference in any documents filed pursuant to Section 13, 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering will be so included or incorporated by reference in
reliance upon the reports of independent auditors or public accountants
pertaining to such financial statements (to the extent covered by consents filed
with the Securities and Exchange Commission) given upon the authority of such
independent auditors or public accountants as experts in accounting and
auditing.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities offered hereby
will be passed upon for the Company by William G. von Glahn, Senior Vice
President and General Counsel of Williams, and for the Underwriters by Davis
Polk & Wardwell, New York, New York. Mr. von Glahn beneficially owns
approximately 24,331 shares of Williams' Common Stock and also has exercisable
options to purchase an additional 34,182 shares of Williams' Common Stock.
Pursuant to its By-laws and an indemnity agreement, Williams is required to
indemnify Mr. von Glahn to the fullest extent permitted by Delaware law against
any expenses actually and reasonably incurred by him in connection with any
action, suit, or proceeding in which he is made party by reason of his being an
officer of the Williams. Williams also maintains directors' and officers'
liability insurance under which Mr. von Glahn is insured against certain
expenses and liabilities.
11
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Set forth below is an estimate of the approximate amount of the fees and
expenses payable by the Company in connection with the offering described in
this Registration Statement:
<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission registration fee......... $ 90,910
Printing and engraving expenses............................. 50,000
Accounting fees and expenses................................ 50,000
Blue Sky fees and expenses (including legal fees)........... 15,000
Legal fees and expenses..................................... 30,000
Trustees' fees and expenses (including legal fees).......... 12,000
Fees of rating agencies..................................... 50,000
Miscellaneous expenses...................................... 22,090
--------
TOTAL............................................. $320,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
The Company, a Delaware corporation, is empowered by Section 145 of the
General Corporation Law of the State of Delaware, subject to the procedures and
limitations stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending or
completed action, suit or proceeding in which such person is made party by
reason of their being or having been a director, officer, employee or agent of
the Company. The statute provides that indemnification pursuant to its
provisions is not exclusive of other rights of indemnification to which a person
may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. The By-laws of the Company provide for
indemnification by the Company of its directors and officers to the fullest
extent permitted by the General Corporation Law of the State of Delaware. In
addition, Williams has entered into indemnity agreements with its directors and
certain officers providing for, among other things, the indemnification of and
the advancing of expenses to such individuals to the fullest extent permitted by
law, and to the extent insurance is maintained, for the continued coverage of
such individuals.
Policies of insurance are maintained by Williams under which the directors
and officers of the Company are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 -- Form of Underwriting Agreement.
1.2 -- Form of Distribution Agreement.
*4.1 -- Indenture dated July 15, 1996, between the Company and
Citibank, N.A., as trustee (filed as Exhibit 4.1 to the
Company's Form S-3 dated April 2, 1996, Registration
Statement No. 333-2155).
4.2 -- Form of Floating Rate Note.
</TABLE>
II-1
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
4.3 -- Form of Fixed Rate Note.
4.4 -- Form of Debenture.
*4.5 -- Second Restated Certificate of Incorporation of the
Company, as amended (filed as Exhibit 3.1 to Form 8-K
dated January 23, 1987, and Exhibit (10)-17 to Transco
Energy Company's 1993 Form 10-K).
*4.6 -- By-laws of the Company, as amended and restated May 2,
1995 (filed as Exhibit (3)-2 to the Company's Form 10-K
for the year ended December 31, 1995).
*4.7 -- Indenture dated June 1, 1983, between the Company and
RepublicBank Houston National Association, as Trustee and
First through Sixth Supplements (filed as Exhibit (4)-5
to the Company's Form 10-K for the year ended December
31, 1989).
*4.8 -- Indenture dated September 15, 1992, between the Company
and the Bank of New York, as Trustee (filed as Exhibit
4.2 to Form 8-K dated September 17, 1992).
5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Debt Securities.
*10.1 -- U.S. $1,000,000,000 Amended and Restated Credit
Agreement, dated as of December 20, 1996, among The
Williams Companies, Inc. and certain of its subsidiaries,
and the lenders named therein and Citibank, N.A., as
agent (filed as Exhibit 4(c) to Form 10-K for the fiscal
year ended December 31, 1996 of The Williams Companies,
Inc.).
12 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Arthur Andersen LLP.
23.3 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney.
*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as to the Company's Form S-3
dated April 2, 1996, Registration Statement No. 333-2155)
</TABLE>
- ---------------
* Such exhibit has heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and is incorporated herein by
reference.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
II-2
<PAGE> 16
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted against
the Company by such director, officer or controlling person in connection with
the securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Tulsa and State of Oklahoma on the 16th day of May,
1997.
TRANSCONTINENTAL GAS PIPE LINE
(Registrant)
By: /s/ REBECCA H. HILBORNE
----------------------------------
Rebecca H. Hilborne
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH E. BAILEY* Chairman of the Board
- -----------------------------------------------------
Keith E. Bailey
/s/ BRIAN E. O'NEILL* President & Chief Executive
- ----------------------------------------------------- Officer (principal executive
Brian E. O'Neill officer) and Director
/s/ NICK A. BACILE* Vice President, Treasurer, &
- ----------------------------------------------------- Controller (principal financial
Nick A. Bacile officer and principal
accounting officer) and
Director
/s/ CUBA WADLINGTON, JR.* Director
- -----------------------------------------------------
Cuba Wadlington, Jr.
/s/ ROBERT S. BAHNICK* Director
- -----------------------------------------------------
Robert S. Bahnick
/s/ FRANK J. FERAZZI* Director
- -----------------------------------------------------
Frank J. Ferazzi
/s/ LEWIS A. POSEKANY* Director
- -----------------------------------------------------
Lewis A. Posekany
/s/ THOMAS P. GRIFFIN* Director
- -----------------------------------------------------
Thomas P. Griffin
*By /s/ REBECCA H. HILBORNE
- -----------------------------------------------------
Rebecca H. Hilborne
Attorney-in-Fact
</TABLE>
May 16, 1997
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 -- Form of Underwriting Agreement.
1.2 -- Form of Distribution Agreement.
*4.1 -- Indenture dated July 15, 1996, between the Company and
Citibank, N.A., as trustee (filed as Exhibit 4.1 to the
Company's Form S-3 dated April 2, 1996, Registration
Statement No. 333-2155).
4.2 -- Form of Floating Rate Note.
4.3 -- Form of Fixed Rate Note.
4.4 -- Form of Debenture.
*4.5 -- Second Restated Certificate of Incorporation of the
Company.
*4.6 -- By-laws of the Company, as amended and restated.
*4.7 -- Indenture dated June 1, 1983, between the Company and
RepublicBank Houston National Association, as Trustee and
First through Sixth Supplements (filed as Exhibit (4)-5
to the Company's Form 10-K for the year ended December
31, 1989).
*4.8 -- Indenture dated September 15, 1992, between the Company
and the Bank of New York, as Trustee (filed as Exhibit
4.2 to Form 8-K dated September 17, 1992).
5 -- Opinion and consent of counsel of The Williams Companies,
Inc., relating to the validity of the Securities.
*10.1 -- U.S. $1,000,000,000 Amended and Restated Credit
Agreement, dated as of December 20, 1996, among The
Williams Companies, Inc. and certain of its subsidiaries,
and the lenders named therein and Citibank, N.A., as
agent (filed as Exhibit 4(c) to Form 10-K for the fiscal
year ended December 31, 1996 of The Williams Companies,
Inc.).
12 -- Computation of Ratio of Earnings to Fixed Charges.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of counsel (contained in Exhibit 5).
24.1 -- Power of Attorney.
24.2 -- Certified copy of resolution authorizing signatures
pursuant to power of attorney.
*25 -- Statement of Eligibility and Qualification on Form T-1
for the Indenture (filed as Exhibit 25 to the Company's
Form S-3 dated April 2, 1996, Registration Statement No.
333-2155).
</TABLE>
- ---------------
* Such exhibits have heretofore been filed with the Securities and Exchange
Commission as part of the filing indicated and are incorporated herein by
reference.
<PAGE> 1
EXHIBIT 1.1
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
(a Delaware corporation)
UNDERWRITING AGREEMENT
_________________________
______________, 199__
<PAGE> 2
UNDERWRITING AGREEMENT
_____________, 199___
Transcontinental Gas Pipe Line Corporation
P.O. Box 1396
Houston, Texas 77251
Ladies and Gentlemen:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or underwriters
being herein called the "Underwriters"), and we understand that Transcontinental
Gas Pipe Line Corporation, a Delaware corporation (the "Company"), proposes to
issue and sell [indicate currency and amount] aggregate principal amount of
[full title of debt securities] (the "Securities").
Subject to the terms and conditions set forth or
incorporated by reference herein, the Company hereby agrees to sell and the
Underwriters agree to purchase, severally and not jointly, the respective
[principal amounts of Securities] set forth below opposite their names at a
purchase price of [_____%] of the principal amount of such Securities, plus
accrued interest from [Date of Securities] to the date of payment and delivery:
<TABLE>
<CAPTION>
Principal
Amount of
Name Securities
----------
<S> <C> <C>
[Insert syndicate list] $
Total . . . . . . . . . . . . . . $
=========
</TABLE>
<PAGE> 3
[The aggregate principal amount of Securities to be
purchased by the several Underwriters may be reduced by the aggregate principal
amount of Securities sold pursuant to delayed delivery contracts.]*
The Underwriters will pay for such Securities (less any
Securities sold pursuant to delayed delivery contracts) upon delivery thereof
at the offices of _________________ at 10:00 a.m. (New York time) on
___________, 199__, or at such other time, not later than ____ (New York time)
on _________, 199__, as shall be jointly designated by the Manager and the
Company.
The Securities shall have the terms set forth in the
Prospectus dated ___________, 199__, and the Prospectus Supplement dated
____________, 199__, including the following:
[Terms of Securities
Maturity: __________ ___, 19__
Interest Rate: ___% per annum
Redemption Provisions:
Interest Payment Dates: _________ ___, and _______ ___
commencing ______ ___, 19__
(Interest accrues from
__________ ___, 19__)
Form and Denomination:
[Other terms:]]
[The fee to be paid to the Underwriters in respect of the
Securities purchased pursuant to delayed delivery contracts arranged by the
Underwriters shall be ___% of the purchase price of the Securities so
purchased] *
All provisions contained in the document entitled
Transcontinental Gas Pipe Line Corporation Underwriting Agreement Standard
Provisions (Debt) dated ________, 199__, a copy of which we have previously
received, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this agreement to the same extent as if such provisions
had been set forth in full herein.
__________
* To be added only if delayed delivery contracts are contemplated.
-2-
<PAGE> 4
Please confirm your agreement by having an authorized
officer sign a copy of this agreement in the space set forth below and
returning the signed copy to us.
Very truly yours,
[MANAGER]
By [MANAGER]
By __________________________
Acting severally on behalf of
itself and the other several
Underwriters named above
Accepted:
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
By _________________________
Title:
-3-
<PAGE> 5
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (DEBT)
From time to time, Transcontinental Gas Pipe Line
Corporation, a Delaware corporation (the "Company"), may enter into one or more
underwriting agreements that provide for the sale of designated securities to
the several Underwriters named therein. The standard provisions set forth
herein may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein referred to as this Agreement.
Unless otherwise defined herein, terms defined in the Underwriting Agreement are
used herein as therein defined.
The Company proposes to issue from time to time debt
securities to be issued pursuant to the provisions of a senior debt indenture
dated as of ___________, 199__ (as it may be supplemented or amended from time
to time, the "Indenture") between the Company and Citibank, N.A., as Trustee.
The debt securities will have varying designations,
maturities, rates and times of payment of interest, selling prices, redemption
terms and other terms. Any such debt securities are herein sometimes
collectively referred to as the "Securities".
The Company has filed with the Securities and Exchange
Commission (the "Commission"), in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations thereunder
(herein referred to collectively as the "Act"), a registration statement
including a prospectus relating to the Securities and has filed with, or mailed
for filing to, the Commission a prospectus supplement or supplements
specifically relating to the Securities pursuant to Rule 424 under the Act. The
term Registration Statement means the registration statement as amended to the
date of the Underwriting Agreement and shall include any registration statement
filed pursuant to Rule 462(b) of the Act. The term "Basic Prospectus" means the
prospectus included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the prospectus supplement or abbreviated term
sheet (other than a preliminary prospectus supplement or preliminary abbreviated
term sheet) specifically relating to the Securities. The term "preliminary
prospectus" means a preliminary prospectus supplement or preliminary abbreviated
term sheet specifically relating to the Securities, together with the Basic
Prospectus. As used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall include, in each
case, the material, if any, incorporated by reference therein.
The term Contract Securities means the Securities, if
<PAGE> 6
any, to be purchased pursuant to the delayed delivery contracts substantially
in the form of Schedule I hereto, with such changes therein as the Company may
authorize or approve (the "Delayed Delivery Contracts"). The term
"Underwriters' Securities" means the Securities other than Contract Securities.
The Company and the Underwriters agree as follows:
1. Sale and Purchase. If the Prospectus provides for
sales of Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities
on the terms contained in the Delayed Delivery Contracts. Delayed Delivery
Contracts are to be with institutional investors approved by the Company and of
the types set forth in the Prospectus. On the Closing Date (as hereinafter
defined), the Company will pay the Manager, as compensation for the accounts of
the Underwriters, the commissions set forth in the Underwriting Agreement in
respect of the Contract Securities. The Underwriters will not have any
responsibility in respect of the validity or the performance of Delayed
Delivery Contracts.
If the Company executes and delivers Delayed Delivery
Contracts with institutional investors, the Securities comprising the Contract
Securities shall be deducted from the Securities to be purchased by the several
Underwriters, and the aggregate principal amount of Securities to be purchased
by each Underwriter shall be reduced pro rata in proportion to the principal
amount of Securities set forth opposite each Underwriter's name in the
Underwriting Agreement, except to the extent that the Manager determines that
such reduction shall be otherwise and so advises the Company.
The Company is advised by the Manager that the Underwriters
propose to make a public offering of their respective portions of the
Underwriters' Securities as soon after this Agreement is entered into as in the
Manager's judgment is advisable. The terms of the public offering of the
Underwriters' Securities are set forth in the Prospectus.
2. Payment and Delivery. Payment for the Underwriters'
Securities shall be made by wire transfer to an account designated by the
Company at the time and place set forth in the Underwriting Agreement, upon
delivery to the Manager for the respective accounts of the several Underwriters
of the Underwriters' Securities registered in such names and in such
denominations as the Manager shall request in writing not less than one full
business day prior to the date of delivery. The time and date of such payment
and delivery with respect to the Underwriters' Securities are herein referred to
as the Closing Date.
3. Certain Covenants of the Company. In further
consideration of the agreements of the Underwriters herein contained, the
Company covenants as follows:
-2-
<PAGE> 7
(a) To furnish you, without charge, three signed copies
of the Registration Statement (including exhibits thereto and
documents incorporated therein by reference) and, during the period
mentioned in paragraph (c) below, as many copies of the Prospectus,
any documents incorporated therein by reference, and any supplements
and amendments thereto as you may reasonably request. The terms
"supplement" and "amendment" or "amend" as used in this Agreement
shall include all documents subsequently filed by the Company with the
Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are deemed to be incorporated by reference
in the Prospectus, including any abbreviated term sheets.
(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish you a copy of each such
proposed amendment or supplement and to file no such proposed
amendment or supplement to which you reasonably object in writing;
provided, that the foregoing shall not apply to amendments or
supplements that relate to securities registered under the
Registration Statement that are not Securities.
(c) If, at any time when a Prospectus relating to the
Securities is in the opinion of your counsel required by law to be
delivered under the Act, any event shall occur as a result of which it
is necessary to amend or supplement the Prospectus in order to make
the statements therein, in light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses you will
furnish to the Company) to which Securities may have been sold by you
on behalf of the Underwriters and to any other dealers upon request,
either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not,
in light of the circumstances when the Prospectus is delivered to a
purchaser, be misleading or so that the Prospectus will comply with
law.
(d) To endeavor to qualify the Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as
you shall reasonably request and to pay all expenses (including fees
and disbursements of counsel) in connection therewith as well as all
fees, if any, payable in connection with the review of the offering of
the Securities by the National Association of Securities Dealers,
Inc. and the determination of the eligibility of the Securities for
investment under the laws of such jurisdictions as the Manager may
designate.
(e) To make generally available to the Company's
security holders as soon as practicable an earnings statement or
statements of the Company which shall satisfy
-3-
<PAGE> 8
the provisions of Section 11(a) of the Act and the rules and
regulations of the Commission thereunder.
(f) During the period beginning on the date of this
Agreement and continuing to and including the Closing Date, not to
offer, sell, contract to sell or otherwise dispose of any securities
of the Company substantially similar to the Securities other than the
Securities, without the prior written consent of the Manager.
4. Reimbursement of Underwriters' Expenses. If this
Agreement shall be terminated by the Underwriters or any of them, because of
any failure or refusal on the part of the Company to comply with the terms or
to fulfill any of the conditions of this Agreement in any material respect, or
if for any reason the Company shall be unable to perform its obligations under
this Agreement in any material respect, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement, with
respect to themselves, severally, for all out-of-pocket expenses (including the
fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with the Securities.
5. Certain Covenants of the Underwriters.
Each of the several Underwriters agrees with the Company
that:
(a) it will not offer, sell, resell, or deliver,
directly or indirectly, any Securities in bearer form (including any
Security in global form that is exchangeable for Securities in bearer
form) within the United States of America, its territories and
possessions and other areas subject to its jurisdiction and the
Commonwealth of Puerto Rico (the "United States") in connection with
their original issuance or during the period set forth in the
Prospectus;
(b) it will not offer, sell, resell or deliver, directly
or indirectly, Securities in bearer form, in connection with their
original issuance or during such period, to a United States Person
(which term, as used herein, means any citizen, national or resident
of the United States, any corporation, partnership or other entity
created or organized in or under the laws of the United States or any
political subdivision thereof or any estate or trust the income of
which is subject to United States federal income taxation regardless
of its source) other than to an office located outside the United
States of a financial institution as defined in Section
1.165-12(c)(1)(v) of the Treasury Department Regulations, purchasing
for its own account or for the account of a customer and that provides
a written statement that it will comply with Section 165(j)(3)(A), (B)
or (C) of the Internal Revenue Code of 1986, as amended from time to
time, and the regulations thereunder, which financial institution, as
a condition of the purchase, agrees to provide on delivery of such
Securities (or on issuance of such Securities if not in
-4-
<PAGE> 9
definitive form) the certificate required in paragraph (c) below;
(c) it will deliver to each purchaser from it of any
Securities in bearer form (including Securities initially represented
by a temporary global certificate) a written confirmation stating
substantially the following:
"By your purchase of Securities in bearer form you represent
that you are not a United States Person or, if you are a United States Person,
that you are a financial institution as defined in Section 1.165-12(c)(1)(v) of
the Treasury Department Regulations, purchasing for your own account or for the
account of a customer and that you will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended from
time to time, and the regulations thereunder. Furthermore, if you are a
dealer, you agree that you will deliver a confirmation containing this entire
paragraph to purchasers of such Securities from you. For purposes of this
statement, 'United States Person' means any citizen, national or resident of
the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof or any estate or trust the income of which is subject to
United States federal income taxation regardless of its source, and 'United
States' means the United States of America, its territories and possessions and
other areas subject to its jurisdiction and the Commonwealth of Puerto Rico."
(d) it will deliver Securities in definitive bearer form
to the person entitled to delivery thereof (or transfer of interests
therein) only outside the United States and upon receipt of a written
confirmation stating substantially the following:
"This confirms as of the date hereof that none of the Securities
issued in bearer form delivered or credited to you for our account are being
acquired by or on behalf of, or for offer to resell or for resale to, a United
States Person, or any person inside the United States, or, if a beneficial
interest in such Securities issued in bearer form is being acquired by a United
States Person, that such person is a financial institution as defined in
Section 1.165- 12(c)(1)(v) of the Treasury Department Regulations, or is
acquiring such Securities through such a financial institution and that such
Securities are held by a financial institution that has agreed to comply with
Section 165 (j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended from time to time, and the regulations thereunder, and is not
purchasing for offer to resell or for resale inside the United States. As used
herein, 'United States Person' means any citizen, national or resident of the
United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political
subdivision thereof or any estate or trust the income of which is subject to
United States federal income taxation regardless of
-5-
<PAGE> 10
its source, and 'United States' means the United States of America, its
territories and possessions and other areas subject to its jurisdiction and the
Commonwealth of Puerto Rico.";
provided, however, that (i) if it has actual knowledge that the information
contained in any confirmation delivered pursuant to (c) or (d) above is false,
it shall not deliver any Securities in bearer form to, or, if applicable, cause
a transfer of an interest in any Global Security to the account of, the person
who signed or delivered the confirmation referred to in (d) above
notwithstanding the delivery of such confirmation to it, and (ii) when a
certificate is provided by a clearing organization, it must be based on
statements provided to it by its member organizations. As used herein, a
"clearing organization" is an entity that is in the business of holding
obligations for member organizations and transferring obligations among such
members by credit or debit to the account of a member without the necessity of
physical delivery of the obligation; and
(e) it will comply with or observe any other
restrictions or limitations set forth in the Prospectus on persons to
whom, or the jurisdictions in which, or the manner in which, the
Securities may be offered, sold, resold or delivered.
If Underwriters' Securities are to be distributed through a selling
group consisting of banks, brokers or dealers, the Manager agrees that it shall
cause each member of such selling group to enter into an agreement that it will
comply with this Section 5.
6. Conditions of Underwriters' Obligations. The
several obligations of the Underwriters to purchase and pay for any issue of
Underwriters' Securities hereunder are subject to the following conditions:
(a) That, at the Closing Date, the Company shall furnish
to the Manager an opinion of J. Furman Lewis, Esq., General Counsel of
The Williams Companies, Inc., dated the Closing Date, in substantially
the form set forth as Exhibit A.
(b) That, at the Closing Date, the Manager shall receive
an opinion of Davis Polk & Wardwell, counsel for the Underwriters,
dated the Closing Date, in substantially the form set forth as Exhibit
B.
(c) That, at the Closing Date, the Company shall furnish
to the Manager letters addressed to the Underwriters and dated the
Closing Date, in form and substance satisfactory to the Manager, from
Ernst & Young LLP, and Arthur Andersen LLP, independent public
accountants, containing statements and information of the type
ordinarily included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information relating to the Company contained in or incorporated by
reference into the Registration Statement and the
-6-
<PAGE> 11
Prospectus.
(d) That, at the Closing Date, the Company shall have
furnished to the Manager a certificate dated the Closing Date and
signed by an officer of the Company, to the effect set forth below.
The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.
(i) the representations and warranties of the
Company contained herein are true and correct in all
material respects as of the Closing Date;
(ii) the Registration Statement has become
effective; no stop order suspending the effectiveness
of the Registration Statement shall be in effect, and no
proceedings for such purpose shall be pending before or
threatened by the Commission;
(iii) subsequent to the execution and delivery of
this Agreement and prior to the Closing Date, there shall
not have occurred any downgrading, nor shall any notice have
been given of (A) any intended or potential downgrading or
(B) any review for a possible change that does not indicate
the direction of a possible change, in the rating accorded
any of the Company's securities by any "nationally recognized
statistical rating organization," as such term is defined
for purposes of Rule 436(g)(2) under the Act; and
(iv) there has not occurred any material adverse
change, or any development which could reasonably be
expected to result in a prospective material adverse change,
in the financial condition, or in the earnings, business or
operations, of the Company and its subsidiaries, taken as a
whole, from that set forth in the Registration Statement and
the Prospectus.
(e) That, the Company shall have performed in all
material respects such of its obligations under this Agreement as are
to be performed by the terms hereof at or before the time of purchase.
(f) That, the Company shall have accepted Delayed
Delivery Contracts, if any, in any case in which sales of Contract
Securities arranged by the Underwriters have been approved by the
Company.
-7-
<PAGE> 12
7. Defaulting Underwriters. If any Underwriter or
Underwriters shall default in its or their obligation to take up and pay for
the Securities to be purchased by it or them hereunder, the non-defaulting
Underwriters shall take up and pay for (in addition to the principal amount of
Securities they are obligated to purchase hereunder) the principal amount of
Securities agreed to be purchased by all such defaulting Underwriters as
hereinafter set forth; provided, however, that in the event that the principal
amount of Securities which all Underwriters so defaulting shall have agreed but
failed to take up and pay for shall exceed 10% of the total principal amount of
Securities, the non-defaulting Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any of the Securities,
and if such non-defaulting Underwriters do not purchase all the Securities,
this Agreement will terminate without liability to any non-defaulting
Underwriter or the Company. If non-defaulting Underwriters take up and pay for
all Securities agreed to be purchased by all such defaulting Underwriters, such
Securities shall be taken up and paid for by such non-defaulting Underwriter or
Underwriters in such amount or amounts as the Manager may designate with the
consent of each Underwriter so designated or, in the event no such designation
is made, such Securities shall be taken up and paid for by all non-defaulting
Underwriters pro rata in proportion to the aggregate principal amount of
Securities set opposite the names of such non-defaulting Underwriters herein.
Without relieving any defaulting Underwriter from its
obligations hereunder, the Company agrees with the non-defaulting Underwriters
that it will not sell any Securities hereunder unless all of the Underwriters'
Securities are purchased by the Underwriters (or by substituted underwriters
selected by the Manager with the approval of the Company or selected by the
Company with the Manager's approval).
If a new underwriter or underwriters are substituted by the
Underwriters or by the Company for a defaulting Underwriter or Underwriters in
accordance with the foregoing provisions, the Company or the Manager shall have
the right to postpone the Closing Date for a period not exceeding five business
days in order that necessary changes in the Registration Statement and
Prospectus and other documents may be effected.
The term Underwriter as used in this Agreement shall refer
to and include any underwriter substituted under this Section 7 with like
effect as if such substituted underwriter had
-8-
<PAGE> 13
originally been named herein.
8. Representations and Warranties. The Company
represents and warrants to each of the Underwriters that:
(a) each document filed or to be filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and incorporated
by reference in the Registration Statement and the Prospectus,
complied or will comply when so filed in all material respects with
the Exchange Act and the applicable rules and regulations thereunder;
(b) each part of the Registration Statement and the
Prospectus filed as part of the Registration Statement as originally
filed or as part of any amendment thereto, or filed pursuant to Rule
424 under the Act, complied when so filed in all material respects
with the Act;
(c) the Registration Statement and the Prospectus (as
amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) will comply in all material
respects with the Act and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of
circumstances under which the statements are made, not misleading;
(d) the representations and warranties set forth in this
Section 8 (a)-(c) do not apply (1) to statements or omissions in the
Registration Statement or the Prospectus based upon information
relating to any Underwriter furnished to the Company in writing by any
Underwriter expressly for use therein or (2) to that part of the
Registration Statement that constitutes a Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of 1939, as
amended, of the Trustee referred to in the Registration Statement;
(e) Ernst & Young LLP and Arthur Andersen LLP, who have
reported upon the audited financial statements and schedules included
or incorporated by reference in the Registration Statement, are
independent public accountants as required by the Act;
(f) this Agreement has been duly authorized, executed and
delivered by the Company;
(g) the Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Delaware with the corporate power and authority under such laws to own,
lease and operate its properties and conduct its business as described
in the Prospectus; and the Company is duly qualified to transact
business as a foreign corporation and is in good standing in each other
jurisdiction in which it owns or leases property of a nature, or
transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be in
good standing could not reasonably be expected to have a material
adverse effect on the Company and its subsidiaries, taken as a whole;
(h) Each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdictin of its incorporation, has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as
a whole.
(i) the Indenture, each supplement or amendment thereto,
if any, to the date hereof and any supplement thereto or board
resolution setting forth the terms of the Securities, have been duly
authorized by the Company. The Indenture as executed is or will be
substantially in the form filed as an exhibit to the Registration
Statement. The Indenture, when duly executed and delivered by the
Company and, when duly authorized, executed and delivered (to the
extent required by the Indenture) by the Trustee, will constitute a
valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforcement thereof may
be limited by bankruptcy, insolvency (including, without limitation,
all laws relating to fraudulent transfers), reorganization, moratorium
or similar laws affecting enforcement of creditors' rights generally
and except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding
in equity or at law); and the Indenture conforms in all material
respects to the description thereof in the Prospectus;
(j) the Securities have been duly authorized by the
Company. When duly executed, authenticated, issued and delivered in the
manner provided for in the Indenture and sold and paid for as provided
herein and in any Delayed Delivery Contracts, the Securities will
constitute valid and binding obligations of the Company entitled to the
benefits of the Indenture and enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency (including, without limitation, all
laws relating to fraudulent transfers), reorganization, moratorium or
similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles of
equity (regardless of whether enforcement is considered in a proceeding
in equity or at law); and the Securities conform in all material
respects to the description thereof in the Prospectus;
(k) since the respective dates as of which information is
given in the Registration Statement, the Prospectus (or any amendment
or supplement thereto), except as otherwise stated therein or
contemplated thereby, there has not been (A) any material adverse
change in the condition (financial or otherwise), earnings, business
affairs or business prospects of the Company and its subsidiaries,
taken as a whole, whether or not arising in the ordinary course of
business and (B) any transaction entered into by the Company or any of
its subsidiaries, other than in the ordinary course of business, that
is material to the Company and its subsidiaries, taken as a whole;
(l) the execution and delivery by the Company of this
Agreement, the Indenture and any Delayed Delivery Contracts, the
issuance and delivery of the Securities, the consummation by the
Company of the transactions contemplated herein and compliance by the
Company with the terms of this Agreement, the Indenture and any Delayed
Delivery Contracts, have been duly authorized by all necessary
corporate action on the part of the Company and do not and will not
result in any violation of the charter or by-laws of the Company or any
of its subsidiaries, and do not and will not conflict with, or result
in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or any
of its subsidiaries under (A) any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it is bound
or to which any of its properties is subject (except for such
conflicts, breaches or defaults or liens, charges or encumbrances that
could not reasonably be expected to have a material adverse effect on
the condition (financial or otherwise), earnings, or business of the
Company and its subsidiaries, taken as a whole) or (B) any existing
applicable law, rule, regulation, judgment, order or decree or
determination of any government, governmental instrumentality
(including without limitation, any insurance regulatory agency or body)
or court, domestic or foreign, having jurisdiction over the Company or
any of its subsidiaries or any of their respective properties;
(m) no authorization, approval, consent or license of any
government, governmental instrumentality or court, domestic or foreign
(other than under the Act, the Trust Indenture Act and the applicable
rules and regulations thereunder, and the securities or blue sky laws
of the various states and other jurisdictions outside the United States
in which the Securities will be offered or sold), is required for the
valid authorization, issuance, sale and delivery of the Securities or
for the execution, delivery or performance of the Indenture by the
Company;
(n) except as disclosed in the Prospectus (or any
amendment or supplement thereto), there is no action, suit or
proceeding before or by any government, governmental instrumentality or
court, domestic or foreign, now pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its
subsidiaries that is required to be disclosed in the Prospectus or
that could reasonably be expected to result in any material adverse
change in the condition (financial or otherwise), earnings or business
of the Company and its subsidiaries, taken as a whole, or that could
reasonably be expected to materially and adversely affect the
properties or assets of the Company and its subsidiaries, taken as a
whole, or that could reasonably be expected to adversely affect the
consummation of the transactions contemplated in this Agreement;
(o) there are no statutes, regulations, contracts or
documents of a character required to be described in the Registration
Statement or the Prospectus (or any amendment or supplement thereto) or
to be filed as exhibits to the Registration Statement that are not
described and filed (or incorporated by reference) as required;
(p) the Company and its subsidiaries each owns or
possesses all governmental licenses, permits, certificates, consents,
orders, approvals and other authorizations (collectively, "Governmental
Licenses") necessary to own or lease, as the case may be, and to
operate its properties and to carry on its business as presently
conducted, except where the failure to possess such Governmental
Licenses could not reasonably be expected to have a material adverse
effect on the condition (financial or otherwise), earnings or business
of the Company and its subsidiaries, taken as a whole, and neither the
Company nor any of its subsidiaries has received any notice of
proceedings relating to revocation or modification of any such
Governmental Licenses; and
(q) the Company is not an investment company under the
Investment Company Act of 1940.
9. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless each Underwriter and each person,
if any, who controls any Underwriter within the meaning of either
Section 15 of the Act, or Section 20 of the Exchange Act as follows:
(i) against any and all losses, claims,
damages, liabilities and expenses whatsoever, as incurred arising out
of any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto),
including the information deemed to be part of the Registration
Statement pursuant to Rule 430A(b) of the Act, if applicable, or 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 or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto) or the omission
or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in light of the circumstances under which
they were made, not misleading;
(ii) against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission; provided that (subject to Section 9(d) below) any such
settlement is effected with the written consent of the Company; and
(iii) against any and all expense whatsoever, as
incurred (including, subject to the third sentence of Section 9(c)
hereof, the reasonable fees and disbursements of counsel chosen by the
Manager for the Underwriters), incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission to the extent that any such
expense is not paid under (i) and (ii) above;
provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through the
Manager for the Underwriters expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto); and provided,
further, that the foregoing indemnity agreement with respect to any
preliminary prospectus shall not inure to the benefit of any
Underwriter from whom the person asserting any such losses, claims,
damages or liabilities purchased Securities, or any person so
controlling such Underwriter, (i) if a copy of the Prospectus (as then
amended or supplemented if the Company shall have furnished sufficient
copies of amendments or supplements thereto to such Underwriter) was
not sent or given by or on behalf of such Underwriter to such person,
where such delivery is required by the Act, at or prior to the written
confirmation of the sale of the Securities to such person, and (ii) if
the Prospectus (as so amended or supplemented) would have fully cured
the defect giving rise to such loss, claim, damage or liability.
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<PAGE> 14
(b) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and each person, if any,
who controls the Company within the meaning of either Section 15 of
the Act, or Section 20 of the Exchange Act, to the same extent as the
foregoing indemnity from the Company to each Underwriter, but only
with respect to untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto)
in reliance upon and in conformity with written information furnished
to the Company by such Underwriter expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of
which indemnity may be sought pursuant to either of the two preceding
paragraphs, such person (hereinafter called the indemnified party)
shall promptly notify the person against whom such indemnity may be
sought (hereinafter called the indemnifying party) in writing and the
indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party
may designate in such proceeding and shall pay the reasonable fees and
disbursements of such counsel related to such proceeding. In any such
proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the
expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention
of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties, and that all such fees and
expenses as shall be reasonable shall be reimbursed as they are
incurred. In the case of any such separate firm for the Underwriters
and such control persons of Underwriters, such firm shall be designated
in writing by the Manager. In the case of any such separate firm for
the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. The
indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with
such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an
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<PAGE> 15
indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by the third sentence of this
paragraph, the indemnifying party agrees that it shall be liable for
any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such
indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that
are the subject matter of such proceeding.
(d) If the indemnification provided for in paragraphs
(a) or (b) of this Section 9 is unavailable to an indemnified party
in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses (i) in
such proportion as is appropriate to reflect the relative benefits
received by the Company and the Underwriters from the offering of the
Securities pursuant to this Agreement or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of
the Company and of the Underwriters in connection with the statements
or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the
Underwriters shall be deemed to be in the same respective proportions
as the net proceeds from the offering pursuant to this Agreement
(before deducting expenses) received by the Company and the total
underwriting commissions received by the Underwriters, in each case as
set forth in the table on the cover of the Prospectus, bear to the
aggregate public offering price of the Securities. The relative fault
of the Company and the Underwriters shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.
(e) The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to
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<PAGE> 16
this Section 9 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in paragraph (d) above. The amount paid or
payable by an indemnified party as a result of the losses, claims,
damages, liabilities and expenses incurred by an indemnified party and
referred to in paragraph (d) above shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding
the provisions of this Section 9, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price
at which the Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 9, each person, if
any, who controls an Underwriter within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company who
signed the Registration Statement, and each person, if any, who
controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act shall have the same right to
contribution as the Company. The Underwriters' obligations to
contribute pursuant to this Section 9 are several in proportion to
their respective underwriting percentages determined by the ratio which
the original purchase obligation of any Underwriter appearing in the
Underwriting Agreement (or such amount increased as provided in Section
8 above) bears to the total purchase obligations of the Underwriters
set forth therein and not joint.
(f) The indemnity and contribution agreements contained in
this Section 9 and the representations and warranties of the Company
contained herein shall remain operative and in full force and effect
regardless of (1) any termination of this Agreement, (2) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Company, its
officers or directors or any other person controlling the Company and
(3) acceptance of and payment for any of the Securities.
10. Termination in Certain Events. This Agreement shall be
subject to termination in the Manager's absolute discretion, by notice given to
the Company, if (a) after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board of Options Exchange, the Chicago Mercantile
Exchange or the Chicago Board of Trade, (ii) trading of any securities of the
Company shall have been suspended on any exchange or in any over-the-counter
market, (iii) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(iv) there shall have occurred any outbreak or escalation of
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<PAGE> 17
hostilities or any change in financial markets or any calamity or crisis that,
in the judgment of the Manager, is material and adverse and (b) in the case of
any of the events specified in clauses (a)(i) through (iv), such event singly
or together with any other such event makes it, in the judgment of the Manager,
impracticable to market the Securities on the terms and in the manner
contemplated in the Prospectus.
11. Counterparts. This Agreement may be signed by the
parties in counterparts which together shall constitute one and the same
agreement between the parties and shall become effective at such time as each
of the parties shall have signed such counterparts and shall have notified the
other party thereof.
12. Construction. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York.
13. Parties at Interest. This Agreement has been and is
made solely for the benefit of the Underwriters and the Company, and the
controlling persons, directors and officers referred to in Section 10 hereof,
and their respective successors, assigns, executors and administrators. No
other person shall acquire or have any right under or by virtue of this
Agreement.
14. Section Headings. The Section headings in this
Agreement have been inserted as a matter of convenience of reference and are
not a part of this Agreement.
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<PAGE> 18
SCHEDULE I
DELAYED DELIVERY CONTRACT
Transcontinental Gas Pipe Line Corporation
P.O. Box 1396
Houston, Texas 77251
Attention:
Dear Sirs:
The undersigned hereby agrees to purchase from
Transcontinental Gas Pipe Line Corporation, a Delaware corporation (the
"Company"), and the Company agrees to sell to the undersigned
$______________________________________________
principal amount of the Company's [title of issue] (the "Securities") offered
by the Company's Prospectus dated , 199__ and Prospectus Supplement or
abbreviated term sheet dated , 199__, receipt of copies of which are hereby
acknowledged, at a purchase price equal to ______% of the principal amount of
such Securities [plus accrued interest on the Securities from ,
199 , to the delivery date or dates thereof] [and accrued amortization of
original issue discount from _____________, 199__ to the date of payment and
delivery] and on the further terms and conditions set forth in this contract.
The undersigned does not contemplate selling Securities prior to making payment
therefor.
The undersigned will purchase from the Company the principal
amounts of Securities on the delivery dates (the "Delivery Dates") set forth
below:
<TABLE>
<CAPTION>
[Plus Accrued
Interest From] [and]
[Amortization of
[Principal Amount] Original Issue
Discount From]
<S> <C> <C>
__________________ $___________________ ____________________
__________________ $___________________ ____________________
__________________ $___________________ ____________________
</TABLE>
Payment for the Securities which the undersigned has
<PAGE> 19
agreed to purchase on each Delivery Date shall be made to the Company or its
order by certified or official bank check in New York Clearing House funds at
the office of __________________________, New York, New York (or at such other
place as the undersigned and the Company shall agree) at 10:00 A.M., New York
City time, on such Delivery Date, upon delivery to the undersigned of the
Securities to be purchased by the undersigned on such Delivery Date, in such
denominations and registered in such names as the undersigned may designate by
written or telegraphic communication addressed to the Company not less than
five full business days prior to such Delivery Date.
The obligation of the undersigned to take delivery of and
make payment for the Securities on each Delivery Date shall be subject to the
conditions that (1) the purchase of Securities to be made by the undersigned
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company shall have
sold and had delivered to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above such part of the Securities as is to be
sold to them.
Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by copies of the
opinions of counsel for the Company delivered to the Underwriters in connection
therewith.
Failure to take delivery of and make payment for Securities
by any purchaser under any other Delayed Delivery Contract shall not relieve
the undersigned of its obligations under this contract.
The undersigned represents and warrants that, (a) as of the
date of this contract, the undersigned is not prohibited under the laws of the
jurisdictions to which the undersigned is subject from purchasing the
Securities hereby agreed to be purchased and (b) the undersigned does not
contemplate selling the Securities which it has agreed to purchase hereunder
prior to the Delivery Date therefor.
This contract will inure to the benefit of and be binding
upon the parties hereto and their respective successors, but will not be
assignable by either party hereto without the written consent of the other.
This contract shall be governed by and construed in accordance with the laws of
the State of New York. This contract may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
It is understood that the acceptance of any Delayed Delivery
Contract is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served basis. If the contract is
acceptable to the Company, it is requested that the Company sign the form of
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<PAGE> 20
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding
contract, as of the date first above written, between the Company and the
undersigned when such counterpart is so mailed or delivered.
Yours very truly,
_______________________________________
Purchaser
By: ___________________________________
_______________________________________
(Title)
_______________________________________
(Address)
Accepted, as of the date
first above written:
Transcontinental Gas Pipe Line Corporation
By: _______________________
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<PAGE> 21
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING
The name, telephone number and department of the
representative of the Purchaser with whom details of delivery on the Delivery
Date may be discussed are as follows:
(Please print.)
Name (Including Area Code) Department
- ---- --------------------- ----------
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<PAGE> 22
EXHIBIT A
FORM OF
OPINION OF
WILLIAM G. von GLAHN
COUNSEL TO THE COMPANY
______________, 19______
[MANAGER]
as Manager for the several Underwriters
[ADDRESS] ________
__________________
__________________
Ladies and Gentlemen:
I have acted as counsel to Transcontinental Gas Pipe Line
Corporation, a Delaware corporation (the "Company"), in connection with the
Underwriting Agreement dated _____________, 199__ (the "Underwriting Agreement")
between you and the Company, pursuant to which the Underwriters severally agree
to purchase from the Company an aggregate of [$] [symbol for foreign currency or
currency unit] __________ principal amount of the debt securities of the Company
(the "Securities") issued or to be issued pursuant to a senior indenture dated
as of ____________ ___, 199__ (the Indenture") between the Company and Citibank,
N.A., as Trustee (the "Trustee") to be issued pursuant to the Indenture. I, or
persons responsible to me, have examined originals or copies, certified or
otherwise identified to my satisfaction, and such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary or advisable for the purpose of rendering this opinion. Defined terms
herein unless otherwise specified shall have the meaning specified in the
Underwriting Agreement.
I have also examined copies of the Registration Statement on
Form S-3 (File No. 33- ) relating to up to $300,000,000 aggregate
principal amount of securities filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), exhibits thereto and documents incorporated by reference
therein. Such Registration Statement is now effective, and is herein called
the "Registration Statement". The prospectus constituting a part thereof, in
the form filed with the Commission pursuant to Rule 424 of the rules and
regulations under the Act, together with the prospectus supplement (other than
a preliminary prospectus supplement) specifically relating to the Securities,
as filed with,
<PAGE> 23
or transmitted for filing to, the Commission pursuant to Rule 424, is herein
called the "Prospectus".
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to do
business and is in good standing in each jurisdiction in which the conduct of
its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect upon the Company and its
subsidiaries, taken as a whole.
(2) Each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its subsidiaries, taken as a whole.
(3) The Company and its subsidiaries hold all franchises,
certificates of public convenience and necessity, consents, authorizations,
approvals, orders, permits, licenses and easements necessary to own, operate and
maintain their properties as described in the Prospectus, subject only to such
defects, irregularities, restrictions, conditions and other matters as are
described in the Prospectus or which do not materially affect the right of the
Company or its subsidiaries to own, operate and maintain its properties and to
conduct its business as described therein, and has made all declarations and
filings with, all federal, state, local and other governmental authorities, and
all courts or other tribunals, necessary to conduct its business in the manner
described in the Prospectus, except to the extent that the lack of such
consents, authorizations, approvals, orders, certificates or permits would not
have a material adverse effect on the Company and its subsidiaries, taken as a
whole.
(4) The Indenture has been duly authorized, executed and
delivered by the Company and, assuming due authorization and execution by the
Trustee is a valid and binding agreement of the Company enforceable in
accordance with its terms subject, as to enforcement, to bankruptcy, insolvency,
reorganization, and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles. The Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended.
(5) The Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture,
and delivered to and paid for by the Underwriters [or by institutional
investors pursuant to Delayed Delivery Contracts] will be valid and binding
obligations of the Company, enforceable in accordance with their respective
terms subject, as
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<PAGE> 24
to enforcement, to bankruptcy, insolvency, reorganization, and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles, and will be entitled to the benefits of such Indenture.
(6) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement of
the Company, enforceable in accordance with its terms subject, as to
enforcement, to bankruptcy, insolvency, reorganization, and other laws of
general applicability relating to or affecting creditors' rights and to general
equity principles, and except as rights to indemnity and contribution
thereunder may be limited under applicable law.
(7) The execution and delivery and performance by the Company
of its obligations under, the Underwriting Agreement the Securities and the
Indenture will not contravene any provision of applicable law or the Certificate
of Incorporation or By-laws of the Company or any material agreement or other
material instrument binding upon the Company, and no consent, approval or
authorization of any governmental body or agency other than pursuant to any
state securities or Blue Sky law is required for the performance by the Company
of its obligations under, of the Underwriting Agreement the Indenture and the
Securities and the issuance and sale of the Securities pursuant to the
Underwriting Agreement;
(8) The statements (1) in the Prospectus [under the captions
"Description of Debt Securities" (in the Prospectus Supplement), "Description of
Debt Securities" (in the Basic Prospectus) and "Plan of Distribution" (in the
Prospectus Supplement and in the Basic Prospectus)], (2) in the Registration
Statement under Item 15 and (3) in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996, and in its Quarterly Report on Form 10-Q for
the period ended March 31, 1997, under "Business" and "Legal Proceedings"
relating to legal matters in general or to the regulation of the Company by the
Federal Energy Regulatory Commission (the "FERC"), including without limitation,
actions taken by, and matters pending before, the FERC, in each case insofar as
such statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information called for with
respect to such legal matters, documents and proceedings, and such statements do
not contain any untrue statement of material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading;
(9) After due inquiry, I do not know of any legal or
governmental proceeding pending or threatened to which the Company is a party or
to which any of the properties of the Company is subject which is required to be
described or of any statute, regulation contract or other document which is
required to be described in the Registration Statement or the Prospectus or to
be filed as an exhibit to the Registration Statement which is not described or
filed as required; and
(10) I (a) am of the opinion that (except as to financial
statements and other financial and statistical data included therein, as to
which I do not express any opinion) each document, if any, filed pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
incorporated by reference in the Registration Statement and the Prospectus
complied when so filed as to form in all material
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<PAGE> 25
respects with the Exchange Act and the rules and regulations of the Commission
thereunder, (b) am of the opinion that the Registration Statement and
Prospectus, as amended or supplemented, if applicable (except as to financial
statements and other financial and statistical data included therein, as to
which I do not express any opinion), comply as to form in all material respects
with the Securities Act and the applicable rules and regulations of the
Commission thereunder, (c) believe that (except as to financial statements and
other financial and statistical data, and except for that part of the
Registration Statement that constitutes a Statement of Eligibility and
Qualification ("Form T-1") under the Trust Indenture Act of 1939, as amended, as
to which I do not express any belief), each part of the Registration Statement
when such part became effective or was incorporated by reference into the
Registration Statement did not contain, and as of the date this opinion is
delivered, does not contain, any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (d) believe that (except as to financial
statements and other financial and statistical data, and except for that part of
the Registration Statement that constitutes a Form T-1 heretofore referred to as
to which I do not express any belief) the Registration Statement and the
Prospectus, as amended or supplemented, if applicable, do 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 light of the circumstances under which they
were made, not misleading.
I am a member of the Bar of the States of Oklahoma and New York.
This opinion is solely for the benefit of the Underwriters, and, other than the
Trustee who may rely upon this opinion to the same extent as if addressed to
it, may be relied upon only by the Underwriters. This opinion speaks as of its
date, and I undertake no, and hereby expressly disclaim any, duty to advise
you as to changes of fact or law coming to my attention after the date hereof.
Yours very truly,
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<PAGE> 26
[DPW Letterhead]
EXHIBIT B
_______, 199__
[Manager]
as Manager for the
Several Underwriters
[ADDRESS]_____________
______________________
______________________
Ladies and Gentlemen:
We have acted as counsel for you, as Manager for the several
underwriters (the "Underwriters") named in the Underwriting Agreement dated
_____________, 1997 (the "Underwriting Agreement") with Transcontinental Gas
Pipe Line Corporation (the "Company") in connection with the purchase by the
several Underwriters of $________ principal amount of __________________ (the
"Debt Securities") to be issued pursuant to the indenture dated as of
_____________, 1997 (as amended by the Trust Indenture Reform Act of 1990, the
"Indenture") between the Company and __________________, as Trustee.
We have examined an executed copy of the Underwriting Agreement
and the Indenture. We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, corporate
records, certificates of public officials and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion,
including those relating to the authorization, execution and delivery by the
Company of the Indenture and the Underwriting Agreement and the authorization,
issuance and sale of the Debt Securities by the Company.
We have participated in the preparation of the Company's
registration statement on Form S-3 (File No. _________) (other than the
documents incorporated by reference in the prospectus included therein (the
"Incorporated Documents")) relating to up to $300,000,000 aggregate principal
amount of debt securities filed with the Securities and Exchange Commission
(the "Commission") pursuant to the provisions of the Securities Act of 1933,
as amended (the "Act"). Although we did not participate in the preparation of
the Incorporated Documents, we have reviewed such documents. In addition, we
have reviewed evidence that the registration statement was declared effective
under the Act and that the Indenture was qualified under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"). The registration
statement (including the Incorporated Documents) as amended to the date of the
Underwriting Agreement is hereinafter referred to as the "Registration
Statement", and the prospectus included in the Registration Statement (the
"Basic Prospectus"), as supplemented by the prospectus supplement specifically
relating to the Debt Securities (the "Prospectus
<PAGE> 27
Supplement") in the form first filed with the Commission pursuant to Rule 424
under the Act, is hereinafter referred to in its entirety as the "Prospectus".
Based upon the foregoing, we are of the opinion that:
(i) the Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company, and the Indenture has been duly qualified under the Trust
Indenture Act;
(ii) the Debt Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters, will be
valid and binding obligations of the Company and will be entitled to
the benefits of the Indenture;
(iii) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company and is a valid and binding
agreement of the Company, except as rights to indemnity and
contribution thereunder may be limited under applicable law;
(iv) the statements in the Prospectus under "Description of
Notes" (in the Prospectus Supplement), "Description of Debt
Securities" (in the Basic Prospectus), "Plan of Distribution" (in the
Basic Prospectus) and "Underwriting" (in the Prospectus Supplement),
insofar as such statements constitute a summary of the documents
referred to therein, fairly present the information called for with
respect to such documents.
We have not ourselves checked the accuracy or completeness of, or
otherwise verified, the information furnished with respect to other matters in
the Registration Statement or the Prospectus. We have generally reviewed and
discussed with your representatives and with certain officers and employees of,
and counsel and independent public accountants for, the Company the information
furnished, whether or not subject to our check and verification. On the basis of
such consideration, review and discussion, but without independent check or
verification, except as stated, (i) nothing has come to our attention to cause
us to believe that the Registration Statement (except for the financial
statements and other
<PAGE> 28
financial and statistical data included therein, as to which we are not called
upon to express a belief, and except for that part of the Registration Statement
that constitutes a Statement of Eligibility and Qualification ("Form T-1") under
the Trust Indenture Act) on the date of the Underwriting Agreement did not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein not misleading or that the Prospectus
(except as aforesaid) contains any untrue statement of a material fact or omits
to state a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading and (ii)
we are of the opinion that the Registration Statement and the Prospectus (except
for the financial statements and other financial and statistical data included
therein, as to which we are not called upon to express an opinion and except
for that part of the Registration Statement that constitutes the Form T-1 under
the Trust Indenture Act) comply as to form in all material respects with the Act
and the rules and regulations of the Commission thereunder.
We have examined the opinion dated the date hereof of William G. von
Glahn, Esq., General Counsel of The Williams Companies, Inc., parent of the
Company, delivered in accordance with the provisions of Section 6(a) of the
Underwriting Agreement, and we believe that such opinion is appropriately
responsive to the requirements of the Underwriting Agreement. We have also
examined the letter dated the date hereof of Ernst & Young LLP and Arthur
Andersen LLP delivered to you pursuant to Section 6(c) of the Underwriting
Agreement. We participated in discussions with representatives of Ernst & Young
LLP and with your representatives relating to the form of such letter, and we
believe that it is substantially in the form agreed to.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
<PAGE> 1
EXHIBIT 1.2
Transcontinental Gas Pipe Line Corporation
$________________
Medium-Term Notes
Due More Than 9 Months from Date of Issue
U.S. DISTRIBUTION AGREEMENT
______________ 199__
[Underwriter ____________
_________________________
_________________________]
Dear Sirs:
Transcontinental Gas Pipe Line Corporation, a Delaware corporation (the
"Company"), confirms its agreement with you with respect to the issue and sale
by the Company of up to $______________ (or the equivalent thereof in a foreign
currency or composite currency) aggregate initial public offering price of its
Medium-Term Notes due more than 9 months from date of issue (the "Notes"). The
Notes will be issued as senior indebtedness (the "Notes") of the Company. The
Notes will be issued pursuant to the provisions of a senior debt indenture dated
as of ___________ 199__ (as it may be supplemented or amended from time to time,
the "Indenture"), between the Company and , as trustee (the
"Trustee"). The Notes will be issued in denominations of $100,000 (or, in the
case of Notes not denominated in U.S. dollars, the equivalent thereof in such
foreign currency or composite currency, rounded down to the nearest 1,000 units
of such foreign currency or composite currency) or any amount in excess thereof
which is an integral multiple of $1,000 (or, in the case of Notes not
denominated in U.S. dollars, 1,000 units of such foreign currency or composite
currency). The Notes will bear interest at rates to be provided in a supplement
to the Basic Prospectus referred to below.
The Company hereby appoints you as its exclusive agent for the purpose
of soliciting offers to purchase Notes from the Company by
<PAGE> 2
others and, on the basis of the representations and warranties herein
contained, but subject to terms and conditions herein set forth, you agree to
use your best efforts to solicit offers to purchase Notes upon terms acceptable
to the Company at such times and in such amounts as the Company shall from time
to time specify. In addition, you may also purchase Notes as principal for
resale to others, and, if requested by you, the Company will enter into a Terms
Agreement relating to such sale (a "Terms Agreement") in accordance with the
provisions of Section 2(b) hereof.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to
senior debt securities of the Company, including the Notes. Such registration
statement, including the exhibits thereto, as amended at the date of this
Agreement, is hereinafter referred to as the "Registration Statement". The
Company proposes to file with the Commission from time to time, pursuant to Rule
424 under the Securities Act of 1933, as amended (the "Securities Act"),
supplements to the prospectus included in the Registration Statement that will
describe certain terms of the Notes. The prospectus in the form in which it
appears in the Registration Statement is hereinafter referred to as the "Basic
Prospectus". The term "Prospectus" means the Basic Prospectus together with the
prospectus supplement or supplements (each a "Prospectus Supplement")
specifically relating to Notes, as filed with, or transmitted for filing to, the
Commission pursuant to Rule 424. As used herein, the terms "Registration
Statement", "Basic Prospectus", and "Prospectus" shall include in each case the
documents, if any, incorporated by reference therein. The terms "supplement"
and "amendment" or "amend" as used herein shall include all documents filed by
the Company pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to the date of the Basic Prospectus that are deemed
to be incorporated by reference in the Prospectus.
1. Representations and Warranties. The Company
represents and warrants to you as of the Commencement Date (as hereinafter
defined), as of each date on which you solicit offers to purchase notes as of
each date on which the Company accepts an offer to purchase Notes (including
any purchase by you pursuant to a Terms Agreement), as of each date the
Company issues and sells Notes and as of each date the Registration Statement
or the Basic Prospectus is amended or supplemented, as follows (it being
understood that such representations and warranties shall be deemed to relate
to the Registration Statement, the Basic Prospectus and the Prospectus, each
as amended and supplemented to each such date):
(a) The Registration Statement has become effective; no
stop order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or, to the
knowledge of the Company, threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed
pursuant to the Exchange Act and incorporated by reference in the Registration
Statement and the Prospectus complied or will comply when
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<PAGE> 3
so filed in all material respects with the Exchange Act and the applicable rules
and regulations thereunder, (ii) each part of the Registration Statement, when
such part became effective or was incorporated by reference into the
Registration Statement, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of circumstances under which they were
made, not misleading, (iii) the Registration Statement and the Prospectus comply
and, as amended or supplemented, if applicable, will comply in all material
respects with the Securities Act and the applicable rules and regulations
thereunder and (iv) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material
fact or omit 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 (A) the representations and warranties set forth in this Section
1(b) do not apply (i) to statements or omissions in the Registration Statement
or the Prospectus based upon information concerning the Agent furnished to the
Company in writing by you expressly for use therein or (ii) to that part of the
Registration Statement that constitutes the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), of the Trustee and (B) the representations and
warranties set forth in clauses (iii) and (iv) above, when made as of the
Commencement Date or as of any date on which you solicit offers to purchase
Notes, shall be deemed not to cover information concerning an offering of
particular Notes to the extent such information will be set forth in a
supplement to the Basic Prospectus.
(c) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus, and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be in
good standing would not have a material adverse effect on the Company.
(d) Each of this Agreement and any applicable Terms
Agreement has been duly authorized, executed and delivered by the Company.
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<PAGE> 4
as rights to indemnity and contribution hereunder or thereunder may be limited
under applicable law.
(e) The Indenture pursuant to which the Notes will be
issued has been duly authorized, executed and delivered by the Company, is a
valid and binding agreement of the Company and has been duly qualified under
the Trust Indenture Act.
(f) The forms of Notes have been duly authorized, and,
when the Notes have been executed and authenticated in accordance with the
provisions of the Indenture and delivered to and duly paid for by the
purchasers thereof, they will be valid and legally binding obligations of the
Company and will be entitled to the benefits of such Indenture.
(g) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement, the
Indenture, the Notes and any applicable Terms Agreement will not contravene any
provision of applicable law or the certificate of incorporation or by-laws of
the Company or any agreement or other instrument binding upon the Company that
is material to the Company , or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company, and no
consent, approval or authorization of any governmental body or agency is
required for the performance by the Company of its obligations under this
Agreement, the Indenture, the Notes and any applicable Terms Agreement, except
such as may be required by the securities or Blue Sky laws of the various states
in connection with the offer and sale of the Notes.
(h) There has not been any material adverse change, or any
development which could reasonably be expected to result in a prospective
material adverse change, in the financial condition, or in the earnings,
business or operations of the Company, from that set forth in the Prospectus.
(i) There are no legal or governmental proceeding pending
or, to the knowledge of the Company, threatened to which the Company is a party
or to which any of the properties of the Company is subject that are required to
be described in the Registration Statement or the Prospectus and are not so
described or any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the Prospectus or to
be filed or incorporated by reference as an exhibit to the Registration
Statement that are not described, filed or incorporated as required.
(j) The Company has all necessary consents,
authorizations, approvals, orders, certificates and permits of and from, and has
made all declarations and filings
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<PAGE> 5
with, all federal, state, local and other governmental authorities and all
courts and other tribunals, to own, lease, license and use its properties and
assets and to conduct its business in the manner described in the Prospectus,
as then amended or supplemented, except to the extent that the failure to
obtain or file would not have a material adverse effect on the Company.
2. Solicitations as Agent; Purchases as Principal.
(a) Solicitations as Agent. In connection with your
actions as Agent hereunder, you will use your best efforts to solicit offers to
purchase Notes upon the terms and conditions set forth in the Prospectus as
then amended or supplemented.
The Company reserves the right, in its sole discretion, to
instruct you to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of at least one
business day's prior notice from the Company, you will forthwith suspend
solicitations of offers to purchase Notes from the Company until such time as
the Company has advised you that such solicitation may be resumed. During the
period of time that such solicitation is suspended, the Company shall not be
required to deliver any certificates, opinions or letters in accordance with
Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration
Statement or Prospectus is amended or supplemented (other than by an amendment
or supplement providing solely for a change in the interest rates, redemption
provisions, amortization schedules or maturities offered on the Notes or for a
change deemed immaterial in your reasonable opinion) during the period of
suspension, you shall not be required to resume soliciting offers to purchase
Notes until the Company has delivered such certificates, opinions and letters
as you may request.
The Company agrees to pay to you, as consideration for the
sale of each Note resulting from a solicitation made by you, a commission in
the form of a discount from the purchase price of such Note equal to between
.___% and .___% of such purchase price, depending upon such Note's maturity.
You are authorized to solicit offers to purchase Notes only in
the principal amount of $100,000 (or, in the case of Notes not denominated in
U.S. dollars, the equivalent thereof in such foreign currency or composite
currency, rounded down to the nearest 1,000 units of such foreign currency or
composite currency)' or any amount in excess thereof which is an integral
multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars,
1,000 units of such foreign currency or composite currency). You shall
communicate to the Company, orally or in writing, each offer to purchase Notes
received by you as agent that in your judgment should be considered by the
Company. The Company shall have the sole right to accept offers to purchase
Notes and may reject any offer in whole or in part. You
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<PAGE> 6
shall have the right to reject any offer to purchase Notes that you consider to
be unacceptable, and any such rejection shall not be deemed a breach of your
agreements contained herein.
(b) Purchases as Principal. If requested by you in connection
with a sale of Notes directly to you as principal for resale to others, the
Company will enter into a separate Terms Agreement (with terms acceptable to it
and to you) that will provide for the sale of such Notes to and the purchase
and re-offering thereof by you in accordance with the terms of this Agreement
and the Terms Agreement. Each Terms Agreement shall be substantially in the
form of Exhibit A hereto but may take the form of an exchange of any form of
written telecommunication between you and the Company.
Your commitment to purchase Notes as principal 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. Each agreement by you to purchase Notes as principal
(whether or not set forth in a Terms Agreement) shall specify the principal
amount of Notes to be purchased by you pursuant thereto, the maturity date
thereof, the price to be paid to the Company for such Notes and the time and
place of delivery of and payment for such Notes (each such date, a "Settlement
Date"). Each such agreement shall also specify any requirements for officers'
certificates, opinions of counsel and letters from the independent public
accountants of the Company pursuant to Section 4 hereof.
Unless otherwise specified in a Terms Agreement, if you are
purchasing Notes as a principal you may resell such Notes to other dealers. Any
such sales may be at a discount, which shall not exceed the amount set forth
in the Prospectus Supplement relating to such Notes.
(c) Procedures. You and the Company agree to perform the
respective duties and obligations specifically provided to be performed in the
Medium Term Notes Administrative Procedures (attached hereto as Exhibit B) (the
"Procedures"), as amended from time to time. The Procedures may be amended
only by written agreement of the Company and you.
(d) Delivery. The documents required to be delivered by
Section 4 of this Agreement shall be delivered at the office of Davis Polk &
Wardwell, your counsel, not later than 4 p.m., New York time, on the date
hereof, or at such other time and/or place as you and the Company may agree
upon in writing (the "Commencement Date").
3. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes
pursuant to this Agreement or any Terms Agreement, the Company will not file
any Prospectus Supplement relating to the Notes or any amendment to the
Registration Statement unless the Company has previously furnished to you a
copy thereof for your review and will not file any such proposed supplement or
amendment to which you reasonably object; provided, however, that the foregoing
requirement shall not apply to any of the Company's periodic filings with the
Commission which may be required to be filed pursuant to Section
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<PAGE> 7
13(a), 13(c), 14 or 15(d) of the Exchange Act, copies of which filings,
if any, the Company will cause to be delivered to you promptly after being
transmitted for filing with the Commission. Subject to the foregoing sentence,
the Company will promptly cause each Prospectus Supplement to be filed with or
transmitted for filing to the Commission in accordance with Rule 424(b). The
Company will promptly advise you (i) of the filing of any amendment or
supplement to the Basic Prospectus, (ii) of the filing and effectiveness of any
amendment to the Registration Statement, (iii) of any request by the Commission
for any amendment of the Registration Statement or any amendment of or
supplement to the Basic 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 the institution or threatening of any
proceeding for that purpose 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 or notice of suspension of qualification and,
if issued, to obtain as soon as possible the withdrawal thereof. If the Basic
Prospectus is amended or supplemented as a result of the filing under the
Exchange Act of any document incorporated by reference in the Prospectus, you
shall not be obligated to solicit offers to purchase Notes so long as you are
not reasonably satisfied with such document.
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Securities Act, any event occurs or
condition exists as a result of which the Registration Statement or the
Prospectus, as then amended or supplemented, would include an untrue statement
of a material fact, or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances when the Prospectus, as
then amended or supplemented, is delivered to a purchaser, not misleading, or
if, in the opinion of the Company, it is necessary at any time to amend or
supplement the Registration Statement or the Prospectus, as then amended or
supplemented, to comply with law, the Company will immediately notify you by
telephone (with confirmation in writing) to suspend solicitation of offers to
purchase Notes and, if so notified by the Company, you shall forthwith suspend
such solicitation and cease using the Prospectus as then amended or
supplemented. If in your opinion it is necessary at any time to amend or
supplement the Registration Statement or the Prospectus, as then amended or
supplemented, to comply with law, you shall so notify the Company by telephone
(with confirmation in writing) and may suspend solicitation of offers to
purchase Notes. If the Company shall decide to amend or supplement the
Registration Statement or Prospectus, as then amended or supplemented, it shall
so advise you promptly by telephone (with confirmation in writing) and, at its
expense, shall prepare and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement or Prospectus, as then
amended or supplemented, that will correct such statement or omission or effect
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<PAGE> 8
such compliance and will supply such amended or supplemented Prospectus to you
in such quantities as you may reasonably request. If such amendment or
supplement and any documents, certificates, opinions and letters furnished to
you pursuant to paragraph (f) below and Sections 5(a), 5(b) and 5(c) in
connection with the preparation and filing of such amendment or supplement are
satisfactory in all respects to you, upon the filing of such amendment or
supplement with the Commission or effectiveness of an amendment to the
Registration Statement, you will resume the solicitation of offers to purchase
Notes hereunder. Notwithstanding any other provision of this Section 3(b),
until the distribution of any Notes you may have purchased as principal for
resale pursuant to Section 2(b) has been completed, if any event described
above in this paragraph (b) occurs, the Company will, at its own expense,
forthwith prepare and cause to be filed promptly with the Commission an
amendment or supplement to the Registration Statement or Prospectus as then
amended or supplemented, satisfactory in all respects to you, and will supply
such amended or supplemented Prospectus to you in such quantities as you may
reasonably request. If such amendment or supplement and any documents,
certificates, opinions and letters furnished to you pursuant to paragraph (f)
below and Sections 5(a), 5(b) and 5(c) in connection with the preparation and
filing of such amendment or supplement are satisfactory in all respects to you,
upon the filing of such amendment or supplement with the Commission or
effectiveness of an amendment to the Registration Statement, you may resume
your resale of Notes as principal.
(c) The Company will make generally available to its
security holders and to you as soon as practicable earning statements that
satisfy the provisions of Section 11(a) of the Securities Act and the rules and
regulations of the Commission thereunder covering twelve month periods
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in Rule 158 under the
Securities Act) of the Registration Statement with respect to each sale of
Notes. If such fiscal quarter is the last fiscal quarter of the Company's fiscal
year, such earning statements shall be made available not later than 90 days
after the close of the period covered thereby and in all other cases shall be
made available not later than 45 days after the close of the period covered
thereby.
(d) The Company will furnish to you without charge two
signed copies of the Registration Statement and all amendments thereto,
including exhibits and any documents incorporated by reference therein, and
during the period mentioned in Section 3(b) above, as many copies of the
Prospectus, any documents incorporated by reference therein and any supplements
and amendments thereto as you may reasonably request.
(e) The Company will endeavor to qualify the Notes for
offer and sale under the securities or Blue Sky laws of such jurisdictions as
you shall reasonably request, will maintain such qualifications for as long as
you shall reasonably request and will pay all expenses
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<PAGE> 9
(including fees and disbursements of counsel) in connection with such
qualification and in connection with the determination of the eligibility of
the Notes for investment under the laws of such jurisdictions as you may
designate.
(f) During the term of this Agreement, the Company shall
furnish to you such relevant documents and certificates of officers of the
Company relating to the business, operations and affairs of the Company, the
Registration Statement, the Basic Prospectus, any amendments or supplements
thereto, the Indenture, the Notes, this Agreement, the Procedures, any Terms
Agreement and the performance by the Company of its obligations hereunder or
thereunder as you may from time to time reasonably request and shall notify you
promptly in writing of any downgrading or of its receipt of any notice of (A)
any intended or potential downgrading or (B) any review for a possible change
that does not indicate the direction of a possible change in the rating accorded
any of the Company's securities by any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act.
(g) The Company will, whether or not any sale of Notes is
consummated, pay all reasonable expenses incident to the performance of its
obligations under this Agreement and any Terms Agreement, including: (i) the
preparation and filing of the Registration Statement and the Prospectus and all
amendments and supplements thereto, (ii) the preparation, issuance and delivery
of the Notes, (iii) the reasonable fees and disbursements of the Company's
counsel and accountants and of the Trustee and its counsel, (iv) the
qualification of the Notes under securities or Blue Sky laws in accordance with
the provisions of Section 3(e), including filing fees and the reasonable fees
and disbursements of your counsel in connection therewith and in connection with
the preparation of any Blue Sky Memoranda, (v) the printing and delivery to you
in quantities as hereinabove stated of copies of the Registration Statement and
all amendments thereto, and of the Prospectus and any amendments or supplements
thereto, (vi) the printing and delivery to you of copies of the Indenture and
any Blue Sky Memoranda, (vii) any fees charged by rating agencies for the rating
of the Notes, (viii) the fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc., (ix) the
reasonable fees and disbursements of your counsel incurred in connection with
the offering and sale of the Notes and (x) any reasonable out-of-pocket expenses
incurred by you, including any advertising expenses incurred by you with the
approval of the Company.
(h) Between the date of any agreement pursuant to Section
2(b) by you to purchase Notes as principal and the Settlement Date with respect
to such agreement, the Company will not, without your prior consent, offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Notes (other than (i) the Notes that are
to be sold pursuant to such
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agreement and (ii) commercial paper issued in the ordinary course of business),
except as may otherwise be provided in such agreement.
4. Conditions of the Obligations of the Agent. Your
obligations to solicit offers to purchase Notes as agent of the Company, your
obligations to purchase Notes pursuant to any Terms Agreement or otherwise and
the obligations of any other purchaser to purchase Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the accuracy of the statements of the Company's officers made in
each certificate furnished pursuant to the provisions hereof prior to or
concurrently with any such solicitation or purchase, to the performance and
observance by the Company of all covenants and agreements herein contained on
its part to be performed and observed, in each case, at the time of such
solicitation or purchase and to the following additional conditions precedent:
(a) (i) There shall not have occurred any material
adverse change, or any development which could reasonably be expected to result
in a prospective material adverse change, in the financial condition, or in the
earnings, business or operations, of the Company and its subsidiaries, taken as
a whole, from that set forth in the Prospectus.
(ii) Since the date of this Agreement, there shall not
have occurred any (A) suspension or material limitation of trading generally on
or by, as the case may be, the New York Stock Exchange, the American Stock
Exchange, the National Association of Securities Dealers, Inc., the Chicago
Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of
Trade, (B) suspension of trading of any securities of the Company on any
exchange or in the over-the-counter market, (C) declaration of a general
moratorium on commercial banking activities in New York by either Federal or
New York State authorities or (D) any outbreak or escalation of any hostilities
or any change in financial markets or any calamity or crisis that, in your
judgment, is material and adverse and, in the case of any of the events
described in clauses (ii) (A) through (D), such event, singly or together with
any other such event, makes it, in your judgment, impracticable to market the
Notes on the terms and in the manner contemplated by the Prospectus, as amended
or supplemented.
(iii) As of each Settlement Date, there shall not have been,
since the date of this Agreement, any downgrading, nor any notice given of (A)
any intended or potential downgrading or (B) any review for a possible change
that does not indicate the direction of a possible change, in the rating
accorded any of the Company's securities by any "nationally recognized
statistical rating organization", as such term is defined for purposes of Rule
436(g)(2) under the Securities Act, except as disclosed to you in writing by the
Company prior to the date the Company accepted the offer to purchase the Notes
to be issued on such Settlement Date.
10
<PAGE> 11
(b) On the Commencement Date and, if called for by any
agreement by you to purchase Notes as principal, on the corresponding
Settlement Date, you shall have received:
(i) The opinion, dated as of such date, of William G.
von Glahn, Esq., General Counsel of the Company, to the effect that:
(A) the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of Delaware, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus, as then
amended or supplemented, and is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified
or be in good standing would not have a material adverse effect on the
Company;
(B) the Company has all consents, authorizations,
approvals, orders, certificates and permits of and from, and has made
all declarations and filings with, all federal, state, local and other
governmental authorities, and all courts and other tribunals,
necessary to own, lease, license, and use its properties and assets and
to conduct its business in the manner described in the Prospectus,
except to the extent that the lack of such consents, authorizations,
approvals, orders, certificates or permits would not have a material
adverse effect on the Company;
(C) the Indenture pursuant to which the Notes will be
issued (i) has been duly authorized, executed and delivered by the
Company, (ii) assuming due authorization and execution by the
Trustee, is a valid and binding agreement of the Company,
enforceable in accordance with its terms and (iii) has been duly
qualified under the Trust Indenture Act;
(D) the forms of Notes have been duly authorized and,
when executed and authenticated in accordance with the provisions of
11
<PAGE> 12
the Indenture and delivered to and paid for by the purchasers
thereof, will be valid and legally binding obligations of the Company,
enforceable in accordance with its respective terms, and will be
entitled to the benefits of such Indenture;
(E) each of this Agreement and any applicable Terms
Agreement has been duly authorized, executed and delivered by the
Company;
(F) the execution and delivery by the Company of, and
performance by the Company of its obligations under, this
Agreement, the Indentures, the Notes and any applicable Terms
Agreement will not contravene any provision of applicable law or the
Certificate of Incorporation or By-laws of the Company or any material
agreement or other material instrument binding upon the Company,
or any judgment, order or decree of any governmental body, agency or
court having jurisdiction over the Company, and no consent, approval
or authorization of any governmental body or agency other than
pursuant to any state securities or Blue Sky law is required for the
performance by the Company of its obligations under this Agreement,
the Indenture, the Notes and any applicable Terms Agreement and the
issuance and sale of the Notes pursuant to this Agreement;
(G) the statements (l) in the Prospectus under the
captions "Description of Notes" (in the Prospectus Supplement),
"Description of Debt Securities" (in the Basic Prospectus) and "Plan of
Distribution" (in the Prospectus Supplement and in the Basic
Prospectus), (2) in the Registration Statement under Item 15 and (3) in
the Company's [most recent Annual Report on Form 10-K incorporated by
reference in the Prospectus] under "Business" and "Legal Proceedings"
[and in "Note 8 - Contingent Liabilities in the Company's most recent
quarterly report on Form 10- Q, in each case] insofar as such
statements constitute summaries of the legal matters, documents or
proceedings referred to therein, fairly present the information
called for with respect to such legal matters, documents and
proceedings and fairly summarize the matters referred to therein;
(H) after due inquiry, such counsel does not know of any
legal or governmental proceeding pending or threatened to which the
Company is a party or to which any of the properties of the Company is
subject which is required to be described in the Registration Statement
or the Prospectus, as then amended or supplemented, and is not so
described or of any statute, regulations, contract or other document
which is required to be described in the Registration Statement or
the Prospectus, as then amended or supplemented, or to be filed or
incorporated by reference as an exhibit to the Registration Statement
which is not described, filed or incorporated as required; and
(I) such counsel (l) is of the opinion that each
document, if any, filed pursuant to the Exchange Act,
12
<PAGE> 13
(except as to financial statements included therein, as to which such
counsel need not express any opinion), and incorporated by reference in
the Registration Statement and the Prospectus, as amended or
supplemented, complied when so filed as to form in all material
respects with the Exchange Act and the rules and regulations of the
Commission thereunder, (2) believes that (except as to financial
statements and except for that part of the Registration Statement that
constitutes the Form T-1 heretofore referred to, as to all of which
such counsel need not express any belief) each part of the Registration
Statement, as amended, if applicable, when such part became effective
or was incorporated by reference into the Registration Statement did
not, and as of the date such opinion is delivered, does not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary-to make the statements
therein, in light of the circumstances under which they were made, not
misleading, (3) is of the opinion that the Registration Statement and
Prospectus, as amended or supplemented, if applicable (except as to
financial statements included therein and except for that part of the
Registration Statement that constitutes the Form T-1, as to all of
which such counsel need not express any opinion), comply as to form in
all material respects with the Securities Act and the applicable rules
and regulations thereunder and (4) believes that (except as to
financial statements, and except for that part of the Registration
Statement that constitutes the Form T-1 heretofore referred to as to
all of which such counsel need not express any belief) the Registration
Statement and the Prospectus, as amended or supplemented, if
applicable, as of the Commencement Date or the date of your agreement
to purchase Notes as principal pursuant to Section 2(b), as the case
may be, did not, and as of the date such opinion is delivered, do 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
light of the circumstances under which they were made, not misleading;
provided that in the case of an opinion delivered on the Commencement
Date or pursuant to Section 5(b), the opinion and belief set forth in
clauses (I)(3) and (I)(4) above shall be deemed not to cover
information concerning an offering of particular Notes to the extent
such information will be set forth in a supplement to the Basic
Prospectus.
In rendering such opinions, such counsel may qualify any
opinions as to enforceability by stating that such enforceability may be
limited by bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting the rights and remedies of creditors and is
subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). Such counsel
may rely, as to all matters governed by the laws of jurisdictions other than
the State of Oklahoma, the Delaware General Corporation Law, and the federal
law of the United States, upon the opinions of your and other counsel (copies
of which shall be delivered to you), who shall be counsel satisfactory to your
counsel, in which case the opinion shall state
13
<PAGE> 14
that such counsel believes he and you are entitled so to rely. Such counsel
may also state that, insofar as such opinion involves factual matters, he has
relied, to the extent he deems proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.
(ii) The opinion, dated as of such date, of Davis Polk &
Wardwell, counsel to you, in substantially the form as set forth as Exhibit C
hereto.
[(iii) The opinion, dated as of such date, of ______________,
special tax counsel to the Company, confirming the accuracy of the opinion of
such counsel set forth under the caption "United States Federal Taxation" in
the Prospectus Supplement.]
(c) On the Commencement Date and, if called for by any
agreement by you to purchase Notes as principal pursuant to Section 2(b), on
the corresponding Settlement Date, you shall have received a certificate, dated
such Commencement Date or Settlement Date, as the case may be, signed by an
officer of the Company to the effect that the representations and warranties of
the Company contained herein are true and correct as of such date and the
Company has complied with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied on or before such date.
The officer signing and delivering such certificate may rely
upon the best knowledge of the Company as to proceedings threatened.
(d) On the Commencement Date and, if called for by any
agreement by you to purchase Notes as principal pursuant to Section 2(b), on
the corresponding Settlement Date, the Company's independent public accountants
shall have furnished to you a letter or letters, dated as of the Commencement
Date or such Settlement Date, as the case may be, in form and substance
satisfactory to you containing statements and information of the type
ordinarily included in accountant's "comfort letters" to underwriters with
respect to the financial statements and certain financial information contained
in or incorporated by reference into the Prospectus, as amended or supplemented.
(e) On the Commencement Date and on each Settlement Date
of a purchase pursuant to Section 2(b), the Company shall have furnished to you
such appropriate further information, certificates and documents as you may
reasonably request.
5. Additional Agreements of the Company. (a) Each time
the Registration Statement or Prospectus is amended or supplemented (other than
by an amendment or supplement providing solely for a change in the interest
rates, redemption provisions, amortization schedules or maturities offered on
the Notes or for a change deemed immaterial in your reasonable opinion), the
Company will deliver or
14
<PAGE> 15
cause to be delivered forthwith to you a certificate signed by an officer of
the Company, dated the date of such amendment or supplement, as the case may
be, in form reasonably satisfactory to you, of the same tenor as the
certificate referred to in Section 4(c) relating to the Registration Statement
or the Prospectus as amended and supplemented to the time of delivery of such
certificate.
(b) Each time the Company furnishes a certificate
pursuant to Section 5(a), the Company shall furnish or cause to be furnished
forthwith to you a written opinion of counsel for the Company. Any such
opinion shall be dated the date of such amendment or supplement, as the case
may be, shall be in a form satisfactory to you and shall be of the same tenor
as the opinion referred to in Section 4(b)(i), but modified to relate to the
Registration Statement or the Prospectus as amended and supplemented to the
time of delivery of such opinion. In lieu of such opinion, counsel last
furnishing such an opinion to you may furnish to you 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 (except that statements in such last opinion will
be deemed to relate to the Registration Statement or the Prospectus as amended
and supplemented to the time of delivery of such letter.)
(c) Each time the Registration Statement or the
Prospectus is amended or supplemented to set forth amended or supplemental
financial information or such amended or supplemental information is
incorporated by reference in the Registration Statement or the Prospectus, the
Company shall cause its independent public accountants forthwith to furnish you
with a letter, dated the date of such amendment or supplement, as the case may
be, in form satisfactory to you, of the same tenor as the letter referred to in
Section 4(d), with regard to the amended or supplemental financial information
included or incorporated by reference in the Registration Statement or the
Prospectus as amended or supplemented to the date of such letter.
6. Indemnification and Contribution. (a) The Company
agrees to indemnify and hold harmless you and each person, if any, who controls
you within the meaning of either Section 15 of the Securities Act or Section 20
of the Exchange Act from and against any and all losses, claims, damages or
liabilities caused by any untrue statement or allegedly untrue statement of a
material fact contained in the Registration Statement or in any amendment
thereof or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or allegedly untrue statement or omission based upon
information relating to you furnished to the Company in writing by you
expressly for use therein.
15
<PAGE> 16
(b) You agree to indemnify and hold harmless the Company,
its directors, its officers who sign the Registration Statement and each
person, if any, who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Exchange Act to the same extent
as the foregoing indemnity from the Company to you, but only with reference to
information relating to you furnished to the Company in writing by you
expressly for use in the Registration Statement or the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by you in the case of
parties indemnified pursuant to the second preceding paragraph and by the
Company in the case of parties indemnified pursuant to the first preceding
paragraph. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as contemplated by the third sentence of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the
16
<PAGE> 17
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.
(d) If the indemnification provided for in paragraph (a) or
(b) of this Section 6 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities referred to therein in
connection with any offering of Notes, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and you
from the offering of such Notes or (ii) if the allocation provided by clause
(i) is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company and you in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company and you in connection with the offering of such Notes shall be
deemed to be in the same respective proportions as the net proceeds from the
offering of such Notes before deducting expenses received by the Company and
the total discounts and commissions received by you in respect thereof, in each
case as set forth in the Prospectus Supplement relating to such Notes, bear to
the aggregate public offering price of such Notes. The relative fault of the
Company and of you shall be determined by reference to, among other things,
whether the untrue or allegedly untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or by you and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.
(e) The Company and you agree that it would not be just or
equitable if contribution pursuant to this Section 6 were determined by pro
rata allocation or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 6, you shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes
referred to in paragraph (d) above that were offered and sold to the public
through you exceeds the amount of any damages that you have otherwise been
required to pay by reason of such
17
<PAGE> 18
untrue or allegedly untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 6 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in
equity.
7. Position of the Agent. In soliciting offers to
purchase the Notes, you are acting solely as agent for the Company, and not as
principal, and do not assume any obligation towards or relationship of agency
or trust with any purchaser of Notes. You shall make reasonable efforts to
assist the Company in obtaining performance by each purchaser whose offer to
purchase Notes has been solicited by you and accepted by the Company, but you
shall not have any liability to the Company in the event any such purchase is
not consummated for any reason. If the Company shall default in its
obligations to deliver Notes to a purchaser whose offer it has accepted, the
Company shall hold you harmless against any loss, claim, damage or liability
arising from or as a result of such default and shall, in particular, pay to
you the commission you would have received had such sale been consummated.
8. Termination. This Agreement may be terminated at any
time either by the Company or by you upon the giving of written notice of such
termination to the other party hereto. Any Terms Agreement shall be subject to
termination on the terms set forth therein. The termination of this Agreement
shall not require termination of any agreement by you to purchase Notes as
principal, and the termination of any such agreement shall not require
termination of this Agreement. If this Agreement is terminated, the provisions
of the third paragraph of Section 2(a), the last two sentences of Section 3(b)
and Sections 3(c), 3(g), 6, 7 and 9 shall survive; provided that if at the time
of termination an offer to purchase Notes has been accepted by the Company but
the time of delivery to the purchaser or its agent of such Notes has not
occurred, the provisions of Sections 2(c), 3(a) and 3(f) shall also survive.
If any Terms Agreement is terminated, the provisions of Sections 3(c), 3(g), 6
and 9 and the last two sentences of Section 3(b) (which shall have been
incorporated by reference in such Terms Agreement) shall survive.
9. Representations and Indemnities to Survive. The
respective indemnity and contribution agreements, representations, warranties
and other statements of the Company, its officers and you set forth in or made
pursuant to this Agreement or any agreement by you to purchase Notes as
principal will remain in full force and effect, regardless of any termination
of this Agreement, 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
6 and delivery of and payment for the Notes.
18
<PAGE> 19
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you, will be mailed,
delivered or telefaxed and confirmed to you at _____________________, with a
copy to Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017
Attention: Keith Kearney (telefax number: 212-450-4800) or, if sent to the
Company, will be mailed, delivered or telefaxed and confirmed to it at P.O.
Box 1396, Houston, Texas 77251 Attention: Chief Financial Officer (telefax
number 713-215-4269), with a copy to its General Counsel at the same address.
11. Successors. This Agreement and any Terms Agreement
will inure to the benefit of and be binding upon the parties hereto and their
respective successors and the officers, directors and controlling persons
referred to in Section 6 and the purchasers of Notes (to the extent expressly
provided in Section 4), and no other person will have any right or obligation
hereunder.
12. Counterparts. This Agreement may be signed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
13. Applicable Law. This Agreement will be governed by
and construed in accordance with the internal laws of the State of New York.
14. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.
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
between the Company and you.
19
<PAGE> 20
Very truly yours,
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By________________________________
Title:
The foregoing Agreement
is hereby confirmed
and accepted as of the
date first above written.
[UNDERWRITER]
By_________________________
Title:
20
<PAGE> 21
Exhibit A
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
MEDIUM-TERM NOTES
TERMS AGREEMENT
___________________, 19___
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
P.O. Box 1396
Houston, Texas 77251
Attention:
Re: Distribution Agreement dated ________, 199__
(the Distribution Agreement")
The undersigned agrees to purchase the following principal
amount of your Medium-Term Notes: $
<TABLE>
<CAPTION>
Floating
Fixed Rate Rate
All Notes: Notes: Notes:
- ---------- ------ --------
<S> <C> <C>
Purchase Interest Base rate:
price: Rate:
Settlement Applicability Applicability
date and time: of modified of modified
payment upon following
Place of acceleration banking
delivery: day convention:
Amortization
Specified schedule: Index
currency: maturity:
Maturity Spread:
date:
Spread
Interest multiplier:
payment dates:
Alternate rate
Original issue event spread:
discount
provisions: Initial interest
rates:
Redemption
provisions: Initial interest
reset date:
</TABLE>
<PAGE> 22
<TABLE>
<S> <C>
Ranking:
Interest reset
Other terms: dates:
Maximum rate:
Minimum rate:
Interest reset
period:
Calculation agent:
</TABLE>
The provisions of Sections l, 2(b), 2(c), 2(d), 3, 4, 5, 6 and
8 through 14 of the Distribution Agreement and the related definitions are
incorporated by reference herein and shall be deemed to have the same force and
effect as if set forth in full herein.
The following information, opinions, certificates, letters and
documents referred to in Section 4 of the Distribution Agreement will be
required: _______________
[UNDERWRITER]
By _____________________________
Title:
Accepted:
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
By ______________________
Title:
2
<PAGE> 23
EXHIBIT B
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
MEDIUM-TERM NOTES, ADMINISTRATIVE PROCEDURES
Explained below are the administrative procedures and specific
terms of the offering of Medium-Term Notes (the "Notes") on a continuous basis
by Transcontinental Gas Pipe Line Corporation, (the "Company") pursuant to the
Distribution Agreement, dated as of _____________, 199__ (the "Distribution
Agreement") between the Company and __________________ (the "Agent"). The Notes
will be issued as senior indebtedness (the "Notes") of the Company. In
the Distribution Agreement, the Agent has agreed to use its best efforts to
solicit purchases of the Notes. [The Agent, as principal, may purchase Notes
for its own account and if requested by the Agent, the Company and the Agent
will enter into a Terms Agreement, as contemplated by the Distribution
Agreement.]
The Notes will be issued pursuant to the provisions of a
senior debt indenture dated as of July 15, 1996 (as it may be supplemented or
amended from time to time, the "Indenture"), between the Company and
as trustee (the "Trustee"). , will be the Registrar, the Calculation
Agent, Authenticating Agent, and Paying Agent for the Note and will perform the
duties specified herein. Notes will bear interest at a fixed rate (the "Fixed
Rate Notes"), which may be zero in the case of certain original issue discount
notes (the "OID Notes"), or at floating rates (the "Floating Rate Notes").
Fixed Rate Notes may pay a level amount in respect of both interest and
principal amortized over the life of the Notes (the "Amortizing Notes"). The
Notes will be issued in U.S. dollars or other currencies, including composite
currencies such as the European Currency Unit (the "Specified Currency"). Each
Note will be represented by either a Global Security (as defined below)
delivered to , 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
<PAGE> 24
by such holder (a "Certificated Note"). Except in limited circumstances, an
owner of a Book-Entry Note will not be entitled to receive a Certificated Note.
Book-Entry Notes, which may only be denominated and payable in
U.S. dollars, will be issued in accordance with the administrative procedures
set forth in Part I hereof as they may subsequently be amended as the result of
changes in DTC'S operating procedures, 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 or the Notes
shall be used herein as therein defined.
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
Representation from the Company and the Trustee to DTC, dated as of the date
hereof (the "Letter of Representation"), and a Medium-Term Note Certificate
Agreement between the Trustee and DTC, dated as of _______________, 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,
the Company will issue a single global security in
fully registered form without coupons (a "Global
Security") representing up to $100,000,000 principal
amount of all such Notes that have the same Maturity
Date, redemption provisions, ranking, Interest
Payment Dates, Original Issue Date, original issue
discount provisions (if any) and, in the case of
Fixed Rate Notes, Interest Rate and amortization
schedule (if any) or, 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) and Maximum Interest Rate (if
any) and, in each case, any other relevant terms
(collectively "Terms"). Each Global Security will be
dated and issued as of the date of its authentication
by the Trustee. Each Global Security will bear an
"Interest Accrual Date," which will be
2
<PAGE> 25
(i) with respect to an original Global Security (or
any portion thereof), its original issuance date and
(ii) with respect to any Global Security (or any
portion thereof) issued subsequently upon exchange of
a Global Security, or in lieu of a destroyed, lost or
stolen Global Security, the most recent Interest
Payment Date to which interest has been paid or duly
provided for on the predecessor Global Security or
Securities (or if no such payment or provision has
been made, the original issuance date of the
predecessor Global Security), regardless of the date
of authentication of such subsequently issued Global
Security. Book-Entry Notes may only be denominated
and payable in U.S. dollars. No Global Security will
represent any Certificated Note.
Identification The Company has arranged with the CUSIP
Numbers: Service Bureau of Standard & Poor's Corporation (the
"CUSIP Service Bureau") for the reservation of a
series of CUSIP numbers (including tranche numbers)
for each of the Notes, each of which series consists
of approximately 900 CUSIP numbers and relates to
Global Securities representing the Book-Entry Notes.
The Company has obtained from the CUSIP Service
Bureau a written list of each series of reserved
CUSIP numbers and has delivered to the Trustee and
DTC the written list of 900 CUSIP numbers of each
such series. The Trustee 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
Trustee has assigned to Global Securities. At any
time when fewer than 100 of the reserved CUSIP
numbers of either series remain unassigned to Global
Securities, the Trustee shall so advise the Company
and, if it deems necessary, the Company will reserve
additional CUSIP numbers for assignment to Global
Securities representing Book-Entry Notes. Upon
obtaining such additional CUSIP numbers, the Company
shall deliver a list
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<PAGE> 26
of such additional CUSIP numbers to the Trustee
and DTC.
Registration: Each Global Security will be registered in the name
of Cede & Co., as nominee for DTC, on the Security
register 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 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
Note in the account of such Participants. The
ownership interest of such beneficial owner in such
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 accompanied 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
specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent
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 to be assigned to such
replacement Global Security. Upon receipt of such a
notice,
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<PAGE> 27
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 the 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 a new Interest Accrual -Date,
and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service
Bureau procedures, be cancelled and not immediately
reassigned. Not withstanding the foregoing, if the
Global Securities to be exchanged exceed $100,000,000
in aggregate principal amount, one Global Security
will be authenticated and issued to represent each
$100,000,000 principal amount of the exchanged Global
Security and an additional Global Security will be
authenticated and issued to represent any remaining
principal amount of such Global Securities (see
"Denominations" below).
Maturities: Each Book-Entry Note will mature on a date more than
nine months after the settlement date for such Note.
Notice of The Trustee will give notice to DTC
Redemption Dates: prior to each Redemption Date (as specified in the
Note), if any, at the time and in the manner set
forth in the Letter of Representation.
Denominations: Book-Entry Notes will be issued in principal amounts
of $100,000 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 $100,000,000. If one or more Book-Entry
Notes having an aggregate principal amount in excess
of $100,000,000 would, but for the preceding
sentence, be
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<PAGE> 28
represented by a single Global Security, then one
Global Security will be issued to represent each
$100,000,000 principal amount of such Book-Entry Note
or Notes and an additional Global Security will be
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 on each Book-Entry Note will
accrue from the Interest Accrual Date of the Global
Security representing such Note. 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 Notes that
reset daily or weekly, interest payments will include
interest accrued to and including the Record Date
immediately preceding the Interest Payment Date,
except that at maturity or earlier redemption, the
interest payable will include interest accrued to,
but excluding, the maturity date or the date of
redemption, as the case may be. Interest payable at
the maturity or upon redemption 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 bond report published by Standard
& Poor's Corporation.
Record Date. The Record Date with respect to any
Interest Payment Date shall be the date fifteen
calendar days immediately preceding such Interest
Payment Date.
Fixed Rate Book-Entry Notes. Interest payments on
Fixed Rate Book-Entry Notes
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<PAGE> 29
other than Amortizing Notes will be made semiannually
on March 1 and September 1 of each year and at
maturity and Book-Entry Amortizing Notes will pay
principal and interest semiannually each March 1 and
September 1, or quarterly each March 1, June 1,
September 1, and December 1, and at maturity;
provided, however, that in the case of a Fixed Rate
Book-Entry Note issued between a Record Date and an
Interest Payment Date, the first interest payment
will be made on the Interest Payment Date following
the next succeeding Record Date.
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
daily, weekly or monthly Interest Reset Date, on the
third Wednesday of each month or on the third
Wednesday of March, June, September and December, as
specified pursuant to Settlement Procedure "A" below;
in the case of Notes with a quarterly Interest Reset
Date, on the third Wednesday of March, June,
September and December of each year; in the case of
Notes with a semi annual Interest Reset Date, on the
third Wednesday of the two months specified pursuant
to Settlement Procedure "A" below; and in the case of
Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided however,
that if an Interest Payment Date for Floating Rate
Book-Entry Notes would otherwise be a day that is not
a Business Day with respect to such Floating Rate
Book-Entry Notes, such Interest Payment Date will be
the next succeeding Business Day with respect to such
Floating Rate Book-Entry Notes, except in the case of
a LIBOR Note 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
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<PAGE> 30
Floating Rate Book-Entry Note issued between a Record
Date and an Interest Payment Date, the first interest
payment will be made on the Interest Payment Date
following the next succeeding Record Date.
Notice of Interest Payment and 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 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.
Calculation of Fixed Rate Book-Entry Notes.
Interest: Interest on Fixed Rate Book-Entry Notes (including
interest for partial periods) will be calculated on
the basis of a year of twelve thirty-day months.
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 will be calculated on the basis
of actual days elapsed and a year of 360 days except
that in the case of Treasury Rate Notes, interest
will be calculated on the basis of the actual number
of days in the year.
Payments of Payments of Interest. Promptly after each Record
Principal and Date, the Trustee will deliver to the Company and
Interest: DTC a written notice specifying by CUSIP number the
amount of interest to be paid on each Global Security
(other than an Amortizing Note) 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
such Global Security on such Interest Payment Date by
reference to the daily bond reports published by
Standard & Poor's Corporation. In the case of
Amortizing Notes, the Trustee will provide separate
written notice to DTC prior to each
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<PAGE> 31
Interest Payment Date at the times and in the manner
set forth in the Letter of Representation. The
Company will pay to the Trustee, as paying agent, the
total amount of interest due on such Interest Payment
Date (and, in the case of an Amortizing Note,
principal and interest) (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 Fixed
Rate 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.
Payments at Maturity or Upon Redemption. 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 (other than an Amortizing Note) maturing
either at maturity or on a redemption date in the
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 Date or
redemption date of such Global Security. In the case
of Amortizing Notes, the Trustee will provide separate
written notice to DTC prior to each Interest Payment
Date at the times and in the manner set forth in the
Letter of Representation. The Company will pay to the
Trustee, as the paying agent, the principal amount of
such Global Security, together with interest due at
such Maturity Date or redemption date. The Trustee
will pay such amounts to DTC at the times and in the
manner set forth below under "Manner of Payment." If
any Maturity Date or redemption date 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, in the
case of Fixed Rate Notes, no interest shall accrue on
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<PAGE> 32
such payment for the period from and after such
Maturity Date or redemption date. Promptly after
payment to DTC of the principal and interest due on
the Maturity Date or redemption date of such Global
Security, the Trustee will cancel such Global Security
in accordance with the terms of the Indenture and
deliver it to the Company with a certificate of
cancellation.
Manner of Payment. The total amount of any principal
and interest due on Global Securities on any Interest
Payment Date or at maturity or upon redemption shall
be paid by the Company to the Trustee in funds
available for immediate use by the Trustee as of 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. The
Company will confirm such instructions in writing to
the Trustee. Prior to 10 A.M. (New York City time) on
each Maturity Date or redemption date 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 interest or
principal (together with interest thereon) due on
Global Securities on any Maturity Date or redemption
date. On each Interest Payment Date, interest
payments (and, in the case of Amortizing Notes,
interest and principal payments) shall be made to DTC
in same day funds in accordance with existing
arrangements between the Trustee and DTC. Thereafter
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
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<PAGE> 33
nor the Trustee shall have any 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 directly to the beneficial owner of such
Note.
Preparation of If any order to purchase a Book-Entry Note is
Pricing accepted by or on behalf of the Company, the Company
Supplement: will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Note and
will arrange to file an electronic format document,
in the manner prescribed by the EDGAR Filer Manual,
of such Pricing Supplement with the Commission in
accordance with the applicable paragraph of Rule
424(b) under the Act, will deliver the number of
copies of such Pricing Supplement to the Agent as the
Agent shall request by the close of business on the
following Business Day and will, on the Agent's
behalf, file five copies of such Pricing Supplement
with the National Association of Securities Dealers,
Inc. (the "NASD"). The Agent will cause such Pricing
Supplement to be delivered to the purchaser of the
Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix the Pricing Supplement
to Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are
attached (other than those retained for files), will
be destroyed.
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 Note shall constitute "settlement"
with respect to such Note.
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<PAGE> 34
All orders accepted by the Company will be settled on
the third Business Day pursuant to the timetable for
settlement set forth below unless the Company and the
purchaser agree to settlement on another day which
shall be no earlier than the next Business Day.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the Company to or
through the Agent, (except pursuant to a Terms
Agreement, as defined in the Distribution Agreement),
shall be as follows:
A. The Agent will advise the Company by
telephone that such Note is a Book-Entry Note
and 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
and whether such Note is an
Amortizing Note, or in the case of a
Floating Rate Book-Entry Note, the
Initial Interest Rate (if known at
such time), Base Rate, Index
Maturity, Interest Reset Period,
Initial Interest Reset Date,
Interest Reset Dates, Spread or
Spread Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any), the
Alternate Rate Event Spread (if any)
and the applicability of the
Modified Following Banking Day
Convention.
4. Interest Payment Dates and any
Interest Payment Period.
5. Redemption provisions, if any.
6. Ranking.
7. Settlement date.
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<PAGE> 35
8. Price.
9. Agent's commission, if any,
determined as provided in the
Distribution Agreement.
10. Whether the Note is an OID Note, and
if it is an OID Note, the total
amount of OID, the yield to
maturity, the initial accrual period
OID and the applicability of
Modified Payment upon Acceleration.
11. Any other applicable Terms.
B. The Company will advise the Trustee by
telephone or electronic transmission
(confirmed in writing at any time on the
same date) of the information set forth in
Settlement Procedure "A" above. The Trustee
will then assign a CUSIP number to the Global
Security representing such Note and will
notify the Company and the Agent of such CUSIP
number by telephone as soon as practicable.
C. The Trustee will enter a pending deposit
message through DTC's Participant Terminal
System, providing the following settlement
information to DTC, the Agent and Standard &
Poor's Corporation:
1. The information set forth in
Settlement Procedure "A".
2. The Initial Interest Payment Date
for such Note, the number of days by
which such date succeeds the related
DTC Record Date (which in the case
of Floating Rate Notes which reset
daily or weekly, shall be the date
five calendar days immediately
preceding the applicable Interest
Payment Date and, in the case of all
other Notes, shall be the Record
Date as defined in the Note) and
amount of interest
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<PAGE> 36
payable on such Initial Interest
Payment Date.
3. The CUSIP number of the Global
Security representing such Note.
4. Whether such Global Security will
represent any other Book-Entry Note
(to the extent known at such time).
5. Whether such Note is an Amortizing
Note (by appropriate notation in the
comments field of DTC's Participant
Terminal System).
D. The Trustee will complete and authenticate
the Global Security representing such Note.
E. DTC will credit such Note to the Trustee's
participant account at DTC.
F. Citibank will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Note to
the Trustee's participant account and credit
such Note to the Agent's participant account
and (ii) debit the Agent's settlement account
and credit the Trustee's settlement account
for an amount equal to the price of such Note
less the Agent's commission, if any. The
entry of such a deliver order shall constitute
a representation and warranty by the Trustee
to DTC that (a) the Global Security
representing such Book-Entry Note has been
issued and authenticated and (b) the Trustee
is holding such Global Security pursuant to
the Medium Term Note Certificate Agreement
between the Trustee and DTC.
G. Unless the Agent purchased such Note as
principal, the Agent will enter an SDFS
deliver order through DTC's
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<PAGE> 37
Participant Terminal System instructing DTC
(i) to debit such Note to the Agent's
participant account and credit such Note to
the participant accounts of the Participants
with respect to such Note and (ii) to debit
the settlement accounts of such Participants
and credit the settlement account of the
Agent for an amount equal to the price of
such Note.
H. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "F" and "G" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
I. The Trustee will credit to the account of the
Company maintained at , New
York, New York, in funds available for
immediate use in the amount transferred to
the Trustee in accordance with Settlement
Procedure "F".
J. Unless the Agent purchased such Note as
principal, the Agent will confirm the
purchase of such Note to the purchaser either
by transmitting to the Participants with
respect to such Note a confirmation order or
orders through DTC's institutional delivery
system or by mailing a written confirmation
to such purchaser.
K. Monthly, the Trustee will send to the Company
a statement setting forth the principal amount
of Notes Outstanding as of that date under the
Indenture and setting forth a brief
description of any sales of which the Company
has advised the Trustee but which have not yet
been settled.
Settlement For sales by the Company of Book-
Procedures Entry Notes to or through the Agent
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<PAGE> 38
Timetable: (except pursuant to a Terms Agreement) for settlement
on the first Business Day after the sale date,
Settlement Procedures 'A" through "J" 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 9:00 A.M. on settlement date
E 10:00 A.M. on settlement date
F-G 2:00 P.M. on settlement date
H 4:45 P.M. on settlement date
I-J 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., 12 Noon and 2:00 P.M.,
respectively, on the first Business Day after the
sale date. 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 Procedure "B" and "C" shall be
completed as soon as such rate has been determined
but no later than 12 Noon and 2:00 P.M.,
respectively, on the second Business Day before the
settlement date. Settlement Procedure "H" is subject
to extension in accordance with any extension of
Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect
on the settlement date.
If settlement of a Book-Entry Note is rescheduled or
cancelled, the Trustee, after receiving notice from
the Company or the Agent, 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
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<PAGE> 39
Business Day immediately preceding the scheduled
settlement date.
Failure to If the Trustee fails to enter an SDFS deliver order
Settle: with respect to a Book-Entry Note pursuant to
Settlement Procedure "F", the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as
soon as practicable withdrawal message instructing DTC
to debit such Note to the Trustee's participant
account, provided that the Trustee's participant
account contains a principal amount of the Global
Security representing such 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 mark such Global Security "cancelled,"
make appropriate entries in the Trustee's records and
send such cancelled Global Security to the Company.
The CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be cancelled 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 Global Security for two Global
Securities, one of which shall represent such
Book-Entry Note or Notes and shall be cancelled
immediately after issuance and the other of which
shall represent the remaining Book-Entry Notes
previously represented by the surrendered Global
Security and shall bear the CUSIP number of the
surrendered Global Security.
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 Agent may enter SDFS
deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to
Settlement Procedures "F" and
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<PAGE> 40
"G", respectively. Thereafter, the Trustee will
deliver the withdrawal message and take the related
actions described in the preceding paragraph.
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
Procedures "D" and "F", for the authentication and
issuance of a Global Security representing the
Book-Entry Notes to be represented by such Global
Security and will make appropriate entries in its
records.
PART II: ADMINISTRATIVE PROCEDURES FOR CERTIFICATED NOTES
The Trustee will serve as registrar 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 issuance 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 A Certificated Note may be presented
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<PAGE> 41
Exchanges: for transfer or exchange at the corporate trust
office of Citibank. Certificated Notes will be
exchangeable for other Certificated Notes having
identical terms but different denominations without
service charge. Certificated Notes will not be
exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on a date more
than nine months from the settlement date for such
Note.
Currency: The currency denomination with respect to any
Certificated Note and the payment of interest and the
repayment of principal with respect to any such
Certificated Note shall be as set forth therein and
in the applicable Pricing Supplement.
Denominations: The denomination of any Certificated Note will be a
minimum of U.S. $100,000 or any amount in excess
thereof that is an integral multiple of U.S. $1,000
or the equivalent, as determined pursuant to the
provisions of the applicable Prospectus Supplement,
of U.S. $100,000 (rounded down to an integral
multiple of 1,000 units of such Specified Currency)
and any amount in excess thereof which is an integral
multiple of 1,000 units of such Specified Currency.
Interest: General. Interest on each Certificated Note will
accrue from the Original Issue Date of such Note for
the first interest period and from the most recent
date to which interest has been paid for all
subsequent interest periods. 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 Floating Rate Notes
which reset daily or weekly, interest payments will
include the Record Date immediately preceding the
Interest Payment Date, except that at maturity or
earlier redemption, the interest payable will include
interest accrued to, but excluding the Maturity Date
or the date of redemption, as the case may be.
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<PAGE> 42
Fixed Rate Certificated Notes. Unless otherwise
specified pursuant to Settlement Procedure "A" below,
interest payments on Fixed Rate Certificated Notes
other than Amortizing Notes will be made
semi-annually on March 1 and September 1 of each year
and at maturity and Certificated Amortizing Notes
will pay principal and interest semi-annually each
March l and September l, or quarterly each March l,
June l, September 1, and December l, and at maturity;
provided, however, that in the case of Certificated
Fixed Rate Notes issued between a Record Date and an
Interest Payment Date, the first interest payment
will be made on the Interest Payment Date following
the next succeeding Record Date.
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 daily, weekly or
monthly Interest Reset Date, on the third Wednesday
of each month or on the third Wednesday of March,
June, September and December, as specified pursuant
to settlement procedure "A" below; in the case of
Notes with a quarterly interest Payment Reset Date,
on the third Wednesday of March, June, September and
December of each year; in the case of Notes with a
semi-annual Interest Reset Date, on the third
Wednesday of the two months specified pursuant to
Settlement Procedure All below; and in the case of
Notes with an annual Interest Reset Date, on the
third Wednesday of the month specified pursuant to
Settlement Procedure "A" below; provided, however,
that if an Interest Payment Date for Floating Rate
Certificated Notes would otherwise be a day that is
not a Business Day with respect to such Floating Rate
Certificated Notes, such Interest Payment Date will
be the next succeeding Business Day with respect to
such Floating Rate Certificated Notes, except in the
case of a LIBOR Note if such Business Day is in
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<PAGE> 43
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
Record Date wand an Interest Payment Date, the first
interest payment will be made on the Interest Payment
Date following the next succeeding Record Date.
Calculation of Fixed Rate Certificated Notes.
Interest: Interest on Fixed Rate Certificated Notes (including
interest for partial periods) will be calculated on
the basis of a year of twelve thirty-day months.
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 will be
calculated on the basis of actual days elapsed and a
year of 360 days except that in the case of Treasury
Rate Notes, interest will be calculated on the basis
of the actual number of days in the year.
Payments of The Trustee will pay the principal amount of each
Principal and Certificated Note at maturity or upon redemption upon
Interest: presentation and surrender of such Note to the
Trustee. Such payment, together with payment of
interest due at maturity or upon redemption of such
Note, will be made in funds available for immediate
use by the Trustee and in turn by the holder of such
Note. Certificated Notes presented to the Trustee at
maturity or upon redemption for payment will be cancel
led by the Trustee and delivered to the Company with a
certificate of cancellation. All interest payments on
a Certificated Note (other than interest due at
maturity or upon redemption) 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; provided, however, that the holder of
$10,000,000 or more of Notes having the same Interest
Payment Date
21
<PAGE> 44
will be entitled to receive payment by wire transfer
of immediately available funds. Following each Record
Date, the Trustee will furnish the Company with a list
of interest payments to be made on the following
Interest Payment Date for each Certificated Note and
in total for all Certificated Notes. Interest at
maturity or upon redemption will be payable to the
person to whom the payment of principal is payable.
The Trustee will provide monthly to the Company lists
of principal and interest, to the extent
ascertainable, to be paid on Certificated Notes
maturing or to be redeemed in the next month. The
Trustee will be responsible for withholding taxes on
interest paid on Certificated Notes as required by
applicable law.
If any Interest Payment Date or the Maturity Date or
redemption date of a Fixed-Rate 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, Maturity
Date or redemption date, as the case may be. If any
Interest Payment Date or the Maturity Date or
redemption date for any Certificated Floating Rate
Note would fall on a day that is not a Business Day
with respect to such Note, such Interest Payment
Date, Maturity Date or redemption date will be the
following day that is a Business Day with respect to
such Note, except that, in the case of a Certificated
LIBOR Note, if such Business Day is in the next
succeeding calendar month, such Interest Payment Date
shall be the immediately preceding day that is a
Business Day with respect to such Certificated LIBOR
Note.
Preparation of If any order to purchase a Certificated
Pricing Note is accepted by or on behalf of the
Supplement: Company, the Company will prepare a pricing
supplement (a "Pricing Supplement") reflecting the
terms of such Note and will arrange to file an
electronic format document, in the manner prescribed
by the EDGAR Filer Manual, of such Pricing Supplement
with the
22
<PAGE> 45
Commission in accordance with the applicable
paragraph of Rule 424(b) under the Act, will deliver
the number of copies of such Pricing Supplement to
the Agent as the Agent shall request by the close of
business on the following Business Day and will, on
the Agent's behalf, file five copies of such Pricing
Supplement with the NASD. The Agent will cause such
Pricing Supplement to be delivered to the purchaser
of the Note.
In each instance that a Pricing Supplement is
prepared, the Agent will affix the Pricing Supplement
to Prospectuses prior to their use. Outdated Pricing
Supplements, and the Prospectuses to which they are
attached (other than those retained for files), will
be destroyed.
Settlement: The receipt by the Company of immediately available
funds in exchange for an authenticated Certificated
Note delivered to the Agent and the Agent's delivery
of such Note against receipt of immediately available
funds shall constitute "settlement" with respect to
such Note. All orders accepted by the Company will
be settled on or before the third Business Day next
succeeding the date of acceptance pursuant to the
timetable for settlement set forth below, unless the
Company and the purchaser agree to settlement on
another date.
Settlement Settlement Procedures with regard to each
Procedures: Certificated Note sold by the Company to or through
the Agent (except pursuant to a Terms Agreement)
shall be as follows:
A. The Agent will advise the Company by
telephone that such Note is a Certificated
Note and of the following settlement
information:
l. Name in which such Note is to be
registered ("Registered Owner").
23
<PAGE> 46
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
and whether such Note is an
Amortizing Note 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,
Initial Interest Reset Date,
Interest Reset Dates, Spread or
Spread Multiplier (if any), Minimum
Interest Rate (if any), Maximum
Interest Rate (if any), the
Alternate Rate Event Spread (if any)
and the applicability of the
Modified Following Banking Day
Convention.
7. Interest Payment Dates and any
Interest Payment Period.
8. Redemption provisions, if any.
9. Ranking.
10. Settlement date.
11. Price.
12. Agent's commission if any,
determined as provided in the
Distribution Agreement between the
Company and the Agent.
13. Whether the Note is an OID Note, and
if it is an OID Note, the total
amount of OID, the yield to
maturity, the initial accrual period
OID and the
24
<PAGE> 47
applicability of Modified Payment
upon Acceleration.
14. Any other applicable Terms.
B. The Company will advise the Trustee by
telephone or electronic transmission
(confirmed in writing at any time on the sale
date) of the information set forth in
Settlement Procedure "A" above.
C. The Company will have delivered to the
Trustee a pre-printed four-ply packet for such
Note, which packet will contain the following
documents in forms that have been approved by
the Company, the Agent and the Trustee:
1. Note with customer confirmation.
2. Stub One - For the Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Note and
authenticate such Note and deliver it (with
the confirmation) and Stubs One and Two to
the Agent, and the 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 instruct ions have been given
by the Agent for payment to the account of
the Company at , New York, New
York, in funds available for immediate use,
of an amount equal to the price of such Note
less the Agent's commission, if any. In the
event that the instructions given by the
Agent for payment to the account of the
Company are revoked, the Company will as
promptly as possible wire
25
<PAGE> 48
transfer to the account of the Agent an
amount of immediately available funds equal
to the amount of such payment made.
E. Unless the Agent purchased such Note as
principal, the Agent will deliver such Note
(with confirmation) to the customer against
payment in immediately payable funds. The
Agent will obtain the acknowledgment of
receipt of such Note by retaining Stub Two.
F. The Trustee will send Stub Three to the
Company by first-class mail. Periodically,
the Trustee will also send to the Company a
statement setting forth the principal amount
of the Notes Outstanding as of that date under
the Indenture and setting forth a brief
description of any sales of which the Company
has advised the Trustee but which have not yet
been settled.
Settlement For sales by the Company of Certificated
Procedures Notes to or through the Agent (except pursuant to a
Timetable: Terms Agreement), 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 day before
settlement date
B 3:00 P.M. on day before
settlement date
C-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 If a purchaser fails to accept delivery
Settle: of and make payment for any Certificated Note, the
Agent will notify the Company and the Trustee by
telephone and return such Note to the Trustee. Upon
receipt of such
26
<PAGE> 49
notice, the Company will immediately wire transfer to
the account of the Agent an amount equal to the amount
previously credited thereto in respect of such 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 Agent in the performance of its
obligations hereunder and under the Distribution
Agreement with the Company, then the Company will
reimburse the 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 mark such Note "cancelled,"
make appropriate entries in the Trustee's records and
send such Note to the Company.
27
<PAGE> 1
EXHIBIT 4.2
Floating Rate Note
REGISTERED REGISTERED
No. FLR Cusip *
Unless this certificate is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository Trust Company
and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "TOTAL AMOUNT OF OID",
"ORIGINAL YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAS
BEEN COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
MEDIUM-TERM NOTE
(Floating Rate)
BASE RATE: ORIGINAL ISSUE DATE: MATURITY DATE:
APPLICABILITY OF INTEREST ACCRUAL DATE: INTEREST PAYMENT DATES:
MODIFIED FOLLOWING
BANKING DAY INTEREST INTEREST DATE: INTEREST RESET PERIOD:
CONVENTION:
INITIAL INTEREST RESET INTEREST RESET DATES:
__________________________________
*Applies only if this Note is a Registered Global Security.
<PAGE> 2
INDEX MATURITY: DATE:
SPREAD (PLUS OR MAXIMUM INTEREST RATE:
MINUS):
MINIMUM INTEREST RATE:
ALTERNATE RATE INITIAL REDEMPTION DATE: SPECIFIED CURRENCY:
EVENT SPREAD: TOTAL AMOUNT OF OID:
SPREAD MULTIPLIER: INITIAL REDEMPTION ORIGINAL YIELD TO
PERCENTAGE: MATURITY:
INITIAL REPAYMENT ANNUAL REDEMPTION INITIAL ACCRUAL
DATE: PERCENTAGE REDUCTION: PERIOD OID:
INITIAL REPAYMENT
PERCENTAGE:
ANNUAL REPAYMENT
PERCENTAGE REDUCTION:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes
referred to in the within-
mentioned Senior Indenture.
_____________, as Trustee
By:__________________________
Authorized Officer
2
<PAGE> 3
Transcontinental Gas Pipe Line Corporation, a Delaware
corporation (the "Issuer"), for value received, hereby promises to pay to
, or registered assignees, the principal sum of
on the Maturity Date specified above, (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon, from the Original
Issue Date specified above at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date specified above, and
thereafter at a rate per annum determined in accordance with the provisions
specified on the reverse hereof until the principal hereof is paid or duly made
available for payment. The Issuer will pay interest in arrears monthly,
quarterly, semiannually or annually as specified above as the Interest Payment
Period on each Interest Payment Date (as specified above), commencing with the
first Interest Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date (or any redemption or repayment date);
provided, however, that if the Original Issue Date occurs between a Record
Date, as defined below, and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date succeeding the
Original Issue Date to the registered holder of this Note on the Record Date
with respect to such second Interest Payment Date; and provided, further, that
if an Interest Payment Date or the Maturity Date or redemption or repayment
date would fall on a day that is not a Business Day, as defined on the reverse
hereof, such Interest Payment Date, Maturity Date or redemption or repayment
date shall be the following day that is a Business Day, except that if the
Modified Following Banking Day Convention is specified above as applicable and
such next Business Day falls in the next calendar month, the Interest Payment
Date, Maturity Date or redemption or repayment date shall be the immediately
preceding day that is a Business Day.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
if no interest has been paid or duly provided for, from the Original Issue Date
or, if the
3
<PAGE> 4
Interest Reset Period specified above is daily or weekly, from, and including,
the date hereof (if no interest has been paid on this Note) or from, and
excluding, the last date in respect of which interest has been paid or duly
provided for, as the case may be. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, subject to certain
exceptions described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of business on the
date 15 calendar days prior to an Interest Payment Date (whether or not a
Business Day) (the "Record Date"); provided, however, that interest payable on
the Maturity Date (or any redemption or repayment date) will be payable to the
person to whom the principal hereof shall be payable.
Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will be
made in immediately available funds upon surrender of this Note at the office
or agency of the Trustee, as defined on the reverse hereof, maintained for that
purpose in the Borough of Manhattan, The City of New York, or at such other
paying agency as the Issuer may determine. Payment of the principal of and
premium, if any, and interest on this Note will be made in such coin or
currency of the United States of America or in a Specified Currency other than
U.S. dollars as indicated herein as at the time of payment is legal tender for
payment of public and private debts; provided, however, that U.S. dollar
payments of interest, other than interest due at maturity or any date of
redemption or repayment, will be made by United States dollar check mailed to
the address of the person entitled thereto as such address shall appear in the
Note register. A holder of U.S. $10,000,000 or more in aggregate principal
amount of Notes having the same Interest Payment Date will be entitled to
receive payments of interest, other than interest due at maturity or any date
of redemption or repayment, by wire transfer of immediately available funds if
appropriate wire transfer instructions in writing have been received by the
Trustee not less than 15 calendar days prior to the applicable Interest Payment
Date. Payments of interest on Notes in a Specified Currency other than U.S.
dollars will be made by wire transfer of immediately available funds to an
account maintained by the holder with a bank located outside the United States,
and the holder of such Notes shall provide the Trustee with the appropriate
wire transfer instructions.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further
4
<PAGE> 5
provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been
executed by the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Senior Indenture, as defined on the reverse hereof, or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.
DATED: TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By: _________________________
Title:
5
<PAGE> 6
This Note is one of the duly authorized issue of Senior
Medium-Term Notes having maturities more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of ________________, 199_ (herein called the "Senior
Indenture") between the Issuer and ____________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture. To the extent not inconsistent herewith,
the terms of the Senior Indenture are hereby incorporated by reference herein.
Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date. If so indicated on the face of
this Note, this Note may be redeemed at the option of the Issuer, on or after a
specified date or dates prior to the Maturity Date on the terms set forth on
the face hereof, together with interest accrued and unpaid thereon to the date
of redemption. Notice of redemption shall be mailed to the registered holders
of the Notes designated for redemption at their addresses as the same shall
appear on the Note register not less than 30 nor more than 60 days prior to the
date fixed for redemption, subject to all the conditions and provisions of the
Senior Indenture. In the event of redemption of this Note in part only, a new
Note or Notes for the amount of the unredeemed portion hereof shall be issued
in the name of the holder hereof upon the cancellation hereof.
Unless otherwise indicated on the face of this Note, this Note
may not be repaid prior to the Maturity Date. If so indicated on the face of
this Note, this Note may be subject to repayment at the option of the holder,
on or after a specified date or dates prior to the Maturity Date on the terms
set forth on the face hereof, together with interest accrued and unpaid thereon
to the date of repayment. For this Note to be repaid in whole or in part at
the option of the holder hereof, the Trustee must receive not less than 30 or
more than 45 days prior to the Repayment Date (i) the Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a telegram,
telex,
6
<PAGE> 7
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting
forth the name of the holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of the Note's tenor or terms,
the principal amount hereof to be prepaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note with the
form entitled "Option to Elect Repayment: below duly completed will be received
by the Trustee no later than Five Business Days after the date of such
telegram, telex, facsimile transmission or letter and this Note and form duly
completed are Received by the Trustee by such fifth business Day. Exercise of
such repayment option shall be irrevocable. Such option may be exercised by
the holder for less than the entire principal amount hereof provided that the
principal amount remaining outstanding after repayment is at least $100,000 or
any larger amount that is an integral multiple of $1,000. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
portion hereof that is not repaid shall be issued in the name of the holder
hereof upon the cancellation hereof.
This Note will bear interest at the rate determined in
accordance with the applicable provisions below by reference to the Base Rate
shown on the face hereof based on the Index Maturity, if any, shown on the face
hereof (i) plus or minus the Spread, if any, or (ii) multiplied by the Spread
Multiplier, if any, specified on the face hereof. Commencing with the Initial
Interest Reset Date specified on the face hereof, the rate at which interest on
this Note is payable shall be reset as of each Interest Reset Date (as used
herein, the term "Interest Reset Date" shall include the Initial Interest Reset
Date). The Interest Reset Dates will be the Interest Reset Dates specified on
the face hereof; provided, however, that (i) the Interest rate in effect for
the period from the Original Issue Date to the Initial Interest Reset Date
specified on the face hereof will be the Initial Interest Rate, (ii) the
interest rate in effect hereon for the 15 days immediately prior to the
Maturity Date hereof (or, with respect to any principal amount to be redeemed
or repaid, any redemption or repayment date) shall be that in effect on the
15th day preceding the Maturity Date hereof or such date of redemption or
repayment, as the case may be, and (iii) if any Note is issued between a Record
Date and the related Interest Payment Dates, and such Note has daily or weekly
Interest Reset Dates, then notwithstanding the fact that an Interest Reset Date
may occur prior to such Interest Payment
7
<PAGE> 8
Date, the Initial Interest Rate set forth on the face hereof shall remain in
effect through the first Interest Reset Date occurring on or subsequent to such
Interest Payment Date. If any Interest Reset Date would otherwise be a day
that is not a Business Day, such Interest Reset Date shall be postponed to the
next succeeding day that is a Business Day, except that in the event the
Modified Following Banking Date Convention is specified on the face hereof as
applicable and such Business Day is in the next succeeding calendar month, such
Interest Reset Date shall be the next preceding Business Day. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, and that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Notes denominated in a Specified Currency other than U.S. dollars or
European Currency Units ("ECUs"), in the capital city of the country of the
Specified Currency, (ii) with respect to Notes denominated in ECUs, in
Brussels, Belgium and (iii) with respect to LIBOR Notes bearing interest
calculated by reference to LIBOR, in the City of London.
The Interest Determination Date pertaining to an Interest
Reset Date for Notes bearing interest calculated by reference to the CD Rate,
Commercial Paper Rate, Federal Funds Rate and Prime Rate will be the second
Business Day next preceding such Interest Reset Date. The Interest
Determination Date pertaining to an Interest Reset Date for Notes bearing
interest calculated by reference to LIBOR shall be the second London Banking
Day preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for Notes bearing interest calculated by
reference to the Treasury Rate shall be the day of the week in which such
Interest Reset Date falls on which Treasury bills normally would be auctioned;
provided, however, that if as a result of a legal holiday an auction is held on
the Friday of the week preceding such Interest Reset Date, the related Interest
Determination Date shall be such preceding Friday; and provided, further, that
if an auction shall fall on any Interest Reset Date, then the Interest Reset
Date shall instead be the first Business Day following the date of such
auction.
The "Calculation Date" pertaining to any Interest
Determination Date will be the earlier of the tenth calendar day after such
Interest Determination Date or the next succeeding Record Date after such
Interest Determination Date or, if either such day is not a Business Day, the
next succeeding Business Day.
8
<PAGE> 9
Determination of CD Rate. If the Base Rate specified on the
face hereof is the CD Rate, the CD Rate with respect to this Note shall be
determined on each Interest Determination Date and shall be the rate on such
date for negotiable certificates of deposit having the Index Maturity specified
on the face hereof as published by the Board of Governors of the Federal
Reserve System in "Statistical Release H.15(519), Selected Interest Rates," or
any successor publication of the Board of Governors of the Federal Reserve
System (H.15(519)"), under the heading "CDs (Secondary Market)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Cd Rate will be the rate on such
Interest Determination Date for negotiable certificates of deposit of the Index
Maturity specified on the face hereof as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M. Quotations
for U.S. Government Securities" ("Composite Quotations") under the heading
"Certificates of Deposit." If neither of such rates is published by 3:00 P.M.,
New York City time, on such Calculation Date, then the CD Rate on such Interest
Determination Date will be calculated by the Calculation Agent referred to on
the face hereof and will be the arithmetic mean of the secondary market offered
rates as of 10:00 A.M., New York City time, on such Interest Determination
Date, for certificates of deposit in the denomination of $5,000,000 with a
remaining maturity closest to the Index Maturity specified on the face hereof
of three leading nonbank dealers in negotiable U.S. dollar certificates of
deposit in The City of New York selected by the Calculation Agent for
negotiable certificates of deposit of major United States money center banks of
the highest credit standing in the market for negotiable certificates of
deposit; provided, however, that if the dealers selected as aforesaid by the
Calculation Agent are not quoting as mentioned in this sentence, the rate of
interest in effect for the applicable period will be the same as the CD Rate
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).
Determination of Commercial Paper Rate. If the Base Rate
specified on the face hereof is the Commercial Paper Rate, the Commercial Paper
Rate with respect to this Note shall be determined on each Interest
Determination Date and shall be the Money Market Yield (as defined herein) of
the rate on such date for commercial paper having the Index Maturity specified
on the face hereof, as such rate shall be published in H.15(519) under the
heading "Commercial Paper," or if not so published prior to 9:00 A.M., New York
City
9
<PAGE> 10
time, on the Calculation Date pertaining to such Interest Determination Date,
the Commercial Paper Rate shall be the Money Market Yield of the rate on such
Interest Determination Date for commercial paper of the Index Maturity
specified on the face hereof as published in Composite Quotations under the
heading "Commercial Paper." If neither of such rates is published by 3:00
P.M., New York City time, on such Calculation Date, then the Commercial Paper
Rate shall be the Money Market Yield of the arithmetic mean of the offered
rates as of 11:00 A.M., New York City time, on such Interest Determination
Date of three leading dealers in commercial paper in The City of New York
selected by the Calculation Agent for commercial paper of the Index Maturity
specified on the face hereof, placed for an industrial issuer whose bond rating
is "AA," or the equivalent, from a nationally recognized rating agency;
provided, however, that if the dealers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as the Commercial Paper Rate
for the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).
"Money Market Yield" shall be the yield calculated in
accordance with following formula:
Money Market Yield = D x 360
------------- x 100
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal and "M" refers to the
actual number of days in the interest period for which interest is being
calculated.
Determination of Federal Funds Rate. If the Base Rate
specified on the face hereof is the Federal Funds Rate, the Federal Funds Rate
with respect to this Note shall be determined on each Interest Determination
Date and shall be the rate on such date for Federal Funds as published in
H.15(519) under the heading "Federal Funds (Effective)," or, if not so
published by 9:00 A.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, the Federal Funds Rate will be the rate on
such Interest Determination Date as published in Composite Quotations under the
heading "Federal Funds/Effective Rate." If neither of such rates is published
by 3:00 P.M., New York City time, on such Calculation Date, the Federal Funds
Rate
10
<PAGE> 11
for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates for the last transaction in
overnight Federal funds as of 11:00 A.M., New York City time, on such Interest
Determination Date arranged by three leading brokers in Federal funds
transactions in The City of New York selected by the Calculation Agent;
provided, however, that if the brokers selected as aforesaid by the Calculation
Agent are not quoting as mentioned in this sentence, the rate of interest in
effect for the applicable period will be the same as the Federal Funds Rate for
the immediately preceding Interest Reset Period (or, if there was no such
Interest Reset Period, the rate of interest payable hereon shall be the Initial
Interest Rate).
Determination of LIBOR. If the Base Rate specified on the face
hereof is LIBOR, LIBOR with respect to this Note shall be determined on each
Interest Determination Date as follows:
(i) As of the Interest Determination Date, the Calculation
Agent shall determine the arithmetic mean of the offered rates for
deposits in United States dollars for the period of the Index Maturity
specified on the face hereof which appear on the Reuters Screen LIBO
Page at approximately 11:00 A.M., London time, on such Interest
Determination Date. "Reuters Screen LIBO Page," as used herein, means
the display designated as Page "LIBO" on the Reuters Monitor Money
Rate Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered rates
of major banks).
(ii) If fewer than two offered rates appear on the Reuters
Screen LIBO Page, the Calculation Agent will request the principal
London offices of each of four major banks in the London interbank
market, as selected by the Calculation Agent, to provide the
Calculation Agent with its offered quotation for deposits in United
States dollars for the period of the Index Maturity, specified on the
face hereof, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such Interest Determination
Date and in a principal amount of not less than U.S. $1,000,000 that
is representative for a single transaction in such market at such
time. If at least two such quotations are provided, LIBOR will be the
arithmetic mean of such quotations. If fewer than two quotations are
provided, LIBOR in respect of such Interest Determination Date will be
the arithmetic mean
11
<PAGE> 12
of the rates quoted by three major banks in The City of New York
selected by the Calculation Agent (after consultation with the Issuer)
at approximately 11:00 A.M., New York City Time, on such Interest
Determination Date for loans in U.S. dollars to leading European
banks, for the period of the Index Maturity and in a principal amount
of not less than U.S. $1,000,000 that is representative of a single
transaction in such market at such time; provided, however, that if
fewer than three banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned in this sentence, LIBOR for such Interest
Reset Period will be the same as LIBOR for the immediately preceding
Interest Reset Period (or, if there was no such Interest Reset Period,
the rate of interest payable hereon shall be the Initial Interest
Rate).
Determination of Prime Rate. If the Base Rate specified on the
face hereof is the Prime Rate, the Prime Rate with respect to this Note shall
be determined on each Interest Determination Date and shall be the rate set
forth in H.15(519) for such date opposite the caption "Bank Prime Loan." If
such rate is not yet published by 9:00 A.M., New York City time, on the
Calculation Date, the Prime Rate for such Interest Determination Date will be
the arithmetic mean of the rates of interest publicly announced by each bank
named on the Reuters Screen NYMF Page as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date as quoted on the Reuters
Screen NYMF Page on such Interest Determination Date, or, if fewer than four
such rates appear on the Reuters Screen NYMF Page for such Interest
Determination Date, the rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by at least two of
the three major money center banks in The City of New York selected by the
Calculation Agent from which quotations are requested. If fewer than two
quotations are provided, the Prime Rate shall be calculated by the Calculation
Agent and shall be determined as the arithmetic mean on the basis of the prime
rates in The City of New York by the appropriate number of substitute banks or
trust companies organized and doing business under the laws of the United
States, or any State thereof, in each case having total equity capital of at
least U.S. $500 million and being subject to supervision or examination by
Federal or State authority, selected by the Calculation Agent to quote such
rate or rates.
12
<PAGE> 13
If in any month or two consecutive months the Prime Rate is
not published in H.15(519) and the banks or trust companies selected as
aforesaid are not quoting as mentioned in the preceding paragraph, the "Prime
Rate" for such Interest Reset Period will be the same as the Prime Rate for the
immediately preceding Interest Reset Period (or, if there was no such Interest
Reset Period, the rate of interest payable hereon shall be the Initial Interest
Rate). If this failure continues over three or more consecutive months, the
Prime Rate for each succeeding Interest Determination Date until the maturity
or redemption or repayment of this Note or, if earlier, until this failure
ceases, shall be LIBOR determined as if the Base Rate specified on the face
hereof were LIBOR, and the Spread, if any, shall be the number of basis points
specified on the face hereof as the "Alternative Rate Event Spread."
Determination of Treasury Rate. If the Base Rate specified on
the face hereof is the Treasury Rate, the Treasury Rate with respect to this
Note shall be determined on each Interest Determination Date and shall be the
rate for the auction held on such date of direct obligations of the United
States ("Treasury Bills") having the Index Maturity specified on the face
hereof, as published in H.15(519) under the heading "Treasury Bills--auction
average (investment)," or if not so published by 9:00 A.M., New York City time,
on the Calculation Date pertaining to such Interest Determination Date, the
auction average rate on such Interest Determination (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face hereof are not
published or reported as provided above by 3:00 P.M., New York City time, on
such Calculation Date or if no such auction is held on such Determination Date,
then the Treasury Rate shall be calculated by the Calculation Agent and shall
be a yield to maturity (expressed as a bond equivalent, on the basis of a year
of 365 days, as applicable, and applied on a daily basis) of the arithmetic
mean of the secondary market bid rates, as of approximately 3:30 P.M., New York
City time, on such Interest Determination Date, of three leading primary United
States government securities dealers selected by the Calculation Agent for the
issue of Treasury Bills with a remaining maturity closest to the Index Maturity
specified on the face hereof; provided, however, that if the dealers selected
as aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the Treasury Rate for such
13
<PAGE> 14
Interest Reset Date will be the same as the Treasury Rate for the immediately
preceding Interest Reset Period (or if there was no such Interest Reset Period,
the rate of interest payable hereon shall be the Initial Interest Rate).
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate. If any, specified on the face hereof. The Calculation Agent
shall calculate the interest rate hereon in accordance with the foregoing on or
before each Calculation Date. The interest rate on this Note will in no event
be higher than the maximum rate permitted by New York law, as the same may be
modified by United States Federal law of general application.
At the request of the holder hereof, the Calculation Agent
will provide to the holder hereof the interest rate hereon then in effect and,
if determined, the interest rate that will become effective as of the next
Interest Reset Date.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or Maturity Date (or any redemption
or repayment date), as the case may be; provided, however, that if the Interest
Reset Period with respect to this Note is daily or weekly, interest payable on
any Interest Payment Date, other than interest payable on any date on which
principal hereof is payable, will include interest accrued through and
including the Record Date next preceding the applicable Interest Payment Date.
Accrued interest hereon shall be an amount calculated by multiplying the face
amount hereof by an accrued interest factor. Such accrued interest factor
shall be computed by adding the interest factor calculated for each day in the
period for which interest is being paid. The interest factor for each such
date shall be computed by dividing the interest rate applicable to such day by
360 if the Base Rate is CD Rate, Commercial Paper Rate, Federal Funds Rate,
Prime Rate or LIBOR, as specified on the face hereof, or by the actual number
of days in the year if the Base Rate is the Treasury Rate, as specified on the
face hereof. All percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point (.0000001), with five one-millionths
of a percentage point rounded upward, and all dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest
cent (with one-half cent rounded upward). The interest rate in effect on any
Interest Reset
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<PAGE> 15
Date will be the applicable rate as reset on such date. The interest rate
applicable to any other day is the interest rate from the immediately preceding
Interest Reset Date (or, if none, the Initial Interest Rate).
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denomination in U.S. Dollars, is issuable only in denominations of U.S.
$100,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, it is
issuable only in denominations of the equivalent of U.S. $100,000 (rounded down
to an integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units of such
Specified Currency, as determined by reference to the noon dollar buying rate
in New York City for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance: provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the official Journal of the European Communities, or
any successor publication on the Business Day immediately preceding the day of
issuance.
The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in New York, New York, a register for
the registration and transfer of Notes. This note may be transferred at the
aforesaid office of the Trustee or the agency of the Trustee in the Borough of
Manhattan, City of New York by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee shall
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions for a like aggregate
principal amount in authorized denominations,
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<PAGE> 16
subject to the terms and conditions set forth herein; provided, however, that
the Trustee will not be required (i) to register the transfer of or exchange
any Note that has been called for redemption in whole or in part, except the
unredeemed portion of Notes being redeemed in part, (ii) to register the
transfer of or exchange any Note if the holder thereof has exercised has right,
if any, to require the Issuer to repurchase such Note in whole or in part,
except the portion of such Note not required to be repurchased, or (iii) to
register the transfer of or exchange Notes to the extent and during the period
so provided in the Senior Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other authorized
denominations of equal aggregate principal amount having identical terms and
provisions. All such exchanges and transfers of Notes will be free of charge,
but the Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge in connection therewith. All Notes surrendered for
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such that
no gain or loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the Issuer
in exchange for the Note so mutilated, or in lieu of the Note so destroyed or
lost or stolen, but, in the case of any destroyed or lost or stolen Note, only
upon receipt of evidence satisfactory to the Trustee and the Issuer that such
Note was destroyed or lost or stolen and, if required, upon receipt also of
indemnity satisfactory to each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the preparation,
authentication and delivery of a new Note shall be borne by the owner of the
Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in such Senior Indenture) due to the default in payment of
principal of, premium, if any, or interest on, any series of debt securities
issued under the Senior Indenture, including the series of Senior Medium-Term
Notes of which this Note forms a part, or due to
16
<PAGE> 17
the default in the performance or breach of any other covenant or warranty of
the Issuer applicable to the debt securities of such series but not applicable
to all outstanding debt securities issued under the Senior Indenture shall have
occurred and be continuing, either the Trustee or the holders of not less than
25% in principle amount of the debt securities of each affected series (voting
as a single class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to be due and payable immediately and
(b) if an Event of Default due to a default in the performance of any other of
the covenants or agreements in the Senior Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to
certain events of bankruptcy, insolvency and reorganization of the Issuer,
shall have occurred and be continuing, either the Trustee or the holders of not
less than 25% in principal amount of all debt securities issued under the
Senior Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due
and payable immediately, but upon certain conditions such declarations may be
annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of each series issued under the Senior Indenture
then outstanding and affected, to execute supplemental indentures adding any
provisions to or changing in any manner the rights of the holders of each
series so affected; provided that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption or repayment
thereof, or change the currency of payment thereof, or impair or affect the
rights of any holder to institute suit for the payment thereof without the
consent of the holder of each debt security so affected; or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of each debt security so affected.
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<PAGE> 18
Except as set forth below, if the principal of, or interest
on, this Note is payable in a Specified Currency other than U.S. dollars and
such Specified Currency is not available to the Issuer for making payments
hereon due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions within the international banking community, then the Issuer will
be entitled to satisfy its obligations to the holder of this Note by making
such payments in U.S. dollars on the basis of the Market Exchange Rate on the
date of such payment or, if the Market Exchange Rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of Default.
If payment in respect of this Note is required to be made in
ECUs and ECUs are unavailable due to the imposition of exchange controls or
other circumstances beyond the Issuer's control or are no longer used in the
European Monetary System, then all payments in respect of this Note shall be
made in U.S. dollars until ECUs are again available or so used. The amount of
each payment in U.S. dollars shall be computed on the basis of the equivalent
of the ECU in U.S. dollars, determined as described below, as of the second
Business Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date (the
"Day of Valuation") shall be determined by the Issuer or its agent on the
following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components of the ECU as
of the last date on which the ECU was used in the European Monetary System.
The equivalent of the ECU in U.S. dollars shall be calculated by aggregating
the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Issuer or such agent on the
basis of the most recently available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the
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<PAGE> 19
consolidated component currencies expressed in such single currency. If any
Component is divided into two or more currencies, the amount of the original
component currency shall be replaced by the amounts of such two or more
currencies, each of which shall be equal to the amount of the original
component currency separated into the number of currencies into which such
original currency was divided.
All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on holders of Notes.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be such
an agency, the Issuer shall keep the Trustee advised of the names and locations
of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee for the payment of the principal of or interest or premium, if any, on
any Notes that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for
payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon
such repayment all liability of the Trustee with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on this
Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency,
19
<PAGE> 20
herein prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Issuer,
the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past present or future, of the Issuer or of any successor
corporation, either directly or through the Issuer or any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
20
<PAGE> 21
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-____________Custodian____________
(Cust) (Minor)
Under Uniform Gifts to Minors Act__________________
(State)
Additional abbreviations may also be used though not in the
above list.
____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto [PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
________________________________________!
!
________________________________________!______________________________________
_________________________________________________________________ [PLEASE PRINT
OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
_______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
_______________________________________________________________________________
constituting and appointing such person attorney to transfer
_______________________________________________________________________________
such note on the books of the Issuer, with full power of
_______________________________________________________________________________
substitution in the premises.
Dated:_______________________
21
<PAGE> 22
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
22
<PAGE> 23
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof together
with interest to the Repayment Date, to the undersigned at
________________________________________________
________________________________________________
________________________________________________
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid___________________; and specify the denomination or denominations (which
shall be in authorized denominations) of the Notes to be issued to the holder
for the portion of the within Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not being repaid):
________________________________________________________________________________
Date:___________________________ ______________________________________________
(Signature)
23
<PAGE> 1
EXHIBIT 4.3
Fixed Rate Note
REGISTERED REGISTERED
No. FXR CUSIP: *
Unless this certificate is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York, New
York) to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
such other name as requested by an authorized representative of The Depository
Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered owner hereof, Cede & Co., has an interest herein.*
IF APPLICABLE, THE "TOTAL AMOUNT OF OID", "ORIGINAL YIELD TO
MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW HAS BEEN COMPLETED SOLELY
FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL
ISSUE DISCOUNT ("OID") RULES.
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL INITIAL REDEMPTION INTEREST RATE: MATURITY
ISSUE DATE: DATE: DATE:
INTEREST PAYMENT
DATES: March 1
September 1
INTEREST SPECIFIED
ACCRUAL DATE: CURRENCY:
__________________________________
*Applies only if this Note is a Registered Global Security.
<PAGE> 2
APPLICABILITY OF
TOTAL AMOUNT INITIAL REDEMPTION MODIFIED PAYMENT
OF OID: PERCENTAGE: UPON ACCELERATION:
ANNUAL REDEMPTION If yes, state
ORIGINAL PERCENTAGE Issue Price:
YIELD TO REDUCTION:
MATURITY:
INITIAL INITIAL REPAYMENT
ACCRUAL DATE:
PERIOD OID:
INITIAL REPAYMENT
PERCENTAGE:
ANNUAL REPAYMENT
PERCENTAGE
REDUCTION:
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This is one of the Notes
referred to in the within-mentioned
Senior Indenture.
_____________,
as Trustee
By:________________________________
Authorized Officer
2
<PAGE> 3
Transcontinental Gas Pipe Line Corporation, a Delaware
corporation, (the "Issuer") for value received, hereby promises to pay to
or registered assignees, the principal sum of
, on the Maturity Date specified above (except to the extent redeemed or repaid
prior to the Maturity Date) and to pay interest thereon at the Interest Rate
per annum specified above from the Original Issue Date specified above until
the principal hereof is paid or duly made available for payment (except as
provided below), semiannually in arrears on the first day of March and
September in each year commencing on the Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Maturity Date (or any
redemption or repayment date); provided, however, that if the Original Issue
Date occurs between a Record Date, as defined below, and the next succeeding
Interest Payment Date, interest payments will commence on the second Interest
Payment Date succeeding the Original Issue Date to the registered holder of
this Note on the Record Date with respect to such second Interest Payment Date.
Interest on this Note will accrue from the most recent
Interest Payment Date to which interest has been paid or duly provided for, or,
if no interest has been paid or duly provided for, from the Original Issue
Date, until the principal hereof has been paid or duly made available for
payment (except as provided below). The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date, will, subject to
certain exceptions described herein, be paid to the person in whose name this
Note (or one or more predecessor Notes) is registered at the close of business
on the date 15 calendar days prior to an Interest Payment Date (whether or not
a Business Day) (the "Record Date"); provided, however, that interest payable
on the Maturity Date (or any redemption or repayment date) will be payable to
the person to whom the principal hereof shall be payable. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, and that is
neither a legal holiday nor a day on which banking institutions are authorized
or required by law or regulation to close in The City of New York and (i) with
respect to Notes denominated in a Specified Currency other than U.S. dollars or
European Currency Units ("ECUs") in the capital city of the country
3
<PAGE> 4
of the Specified Currency and (ii) with respect to Notes denominated in ECUs,
in Brussels, Belgium.
Payment of the principal of this Note, any premium and the
interest due at the Maturity Date (or any redemption or repayment date) will be
made in immediately available funds upon surrender of this Note at the office
or agency of the Trustee as defined on the reverse hereof, maintained for that
purpose in the Borough of Manhattan, The City of New York. Payment of the
principal of and premium, if any, and interest on this Note will be made in
such coin or currency of the United States of America or in a Specified
Currency other than U.S. dollars as indicated herein as at the time of payment
is legal tender for payment of public and private debts; provided, however,
that U.S. dollar payments of interest, other than interest due at maturity or
any date of redemption or repayment, will be made by United States dollar check
mailed to the address of the person entitled thereto as such address shall
appear in the Note register. A holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date will be
entitled to receive payments of interest, other than interest due at maturity
or any date of redemption or repayment, by wire transfer of immediately
available funds if appropriate wire transfer instructions in writing have been
received by the Trustee not less than 15 calendar days prior to the applicable
Interest Payment Date. Payments of interest on Notes in a Specified Currency
other than U.S. dollars will be made by wire transfer of immediately available
funds to an account maintained by the holder with a bank located outside the
United States and the holder of such Notes shall provide the Trustee with the
appropriate wire transfer instructions.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Note shall not be entitled to any benefit under the Senior Indenture, as
defined on the reverse hereof, or be valid or obligatory for any purpose.
4
<PAGE> 5
IN WITNESS WHEREOF, the Issuer has caused this Note to be duly
executed under its corporate seal.
DATED: TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By: ___________________________
Title:
5
<PAGE> 6
This Note is one of a duly authorized issue of Senior
Medium-Term Notes having maturities more than nine months from the date of
issue (the "Notes") of the Issuer. The Notes are issuable under a Senior
Indenture, dated as of _____________, 199_ (herein called the "Senior
Indenture") between the Issuer and ______________, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the Senior
Indenture), to which Senior Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities of the Issuer, the Trustee and holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The terms of individual Notes may vary with respect to interest
rates, interest rate formulas, issue dates, maturity dates, or otherwise, all
as provided in the Senior Indenture. To the extent not inconsistent herewith
the terms of the Senior Indenture are hereby incorporated by reference herein.
Unless otherwise indicated on the face of this Note, this Note
may not be redeemed prior to the Maturity Date. If so indicated on the face of
this Note, this Note may be redeemed at the option of the Issuer on or after a
specified date or dates prior to the Maturity Date on the terms set forth on
the face hereof, together with interest accrued and unpaid thereon to the date
of redemption (except as provided below). Notice of redemption shall be mailed
to the registered holders of the Notes designated for redemption at their
addresses as the same shall appear on the Note register not less than 30 nor
more than 60 days prior to the date fixed for redemption, subject to all the
conditions and provisions of the Senior Indenture. In the event of redemption
of this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the
cancellation hereof.
Unless otherwise indicated on the face of this Note, this Note
may not be repaid prior to the Maturity Date. If so indicated on the face of
this Note, this Note may be subject to repayment at the option of the holder on
or after a specified date or dates prior to the Maturity Date on the terms set
forth on the face hereof, together with interest accrued and unpaid thereon to
the date of repayment (except as provided below). For this Note to be repaid
in whole or in part at the option of the holder hereof, the Trustee must
receive not less than 30 or more than 45 days prior to the Repayment Date (i)
the Note with
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<PAGE> 7
the form entitled "Option to Elect Repayment" below duly completed or (ii) a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or a trust company in the United States of America setting
forth the name of the holder of this Note, the principal amount hereof, the
certificate number of this Note or a description of the Note's tenor or terms,
the principal amount hereof to be prepaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note to be
prepaid with the form entitled "Option to Elect Repayment" below duly completed
will be received by the Trustee no later than five Business Days after the date
of such telegram, telex, facsimile transmission or letter and this Note and
form duly completed are received by the Trustee by such fifth Business Day.
Exercise of such repayment option shall be irrevocable. Such option may be
exercised by the holder for less than the entire principal amount provided that
the principal amount remaining outstanding after repayment is at least $100,000
or any larger amount that is an integral multiple of $1,000. In the event of
repayment of this Note in part only, a new Note or Notes for the amount of the
portion hereof that is not repaid shall be issued in the name of the holder
hereof upon the cancellation hereof.
Interest payments on this Note will include interest accrued
to but excluding the Interest Payment Dates or the Maturity Date (or earlier
redemption date), as the case may be. Interest payments for this Note will be
computed and paid on the basis of a 360-day year of twelve 30-day months.
In the case where the Interest Payment Date or the Maturity
Date (or any redemption or repayment date) does not fall on a Business Day,
payment of interest, premium, if any, or principal otherwise payable on such
date need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment
Date or on the Maturity Date (or the redemption or repayment date), and no
interest shall accrue for the period from and after the Interest Payment Date
or the Maturity Date (or the redemption or repayment date) to the next such
succeeding Business Day.
This Note and all the obligations of the Issuer hereunder are
direct, unsecured obligations of the Issuer, and rank without preference or
priority among themselves and pari passu with all other existing and future
unsecured and unsubordinated indebtedness of the Issuer.
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<PAGE> 8
This Note, and any Note or Notes issued upon transfer or
exchange hereof, is issuable only in fully registered form, without coupons,
and, if denominated in U.S. dollars, is issuable only in denominations of U.S.
$100,000 and any integral multiple of U.S. $1,000 in excess thereof. If this
Note is denominated in a Specified Currency other than U.S. dollars, it is
issuable only in denominations of the equivalent of U.S. $100,000 (rounded down
to an integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units of such
Specified Currency, as determined by reference to the noon dollar buying rate
in New York City for cable transfers of such Specified Currency published by
the Federal Reserve Bank of New York (the "Market Exchange Rate") on the
Business Day immediately preceding the date of issuance; provided, however, in
the case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any successor
thereto) as published in the Official Journal of the European Communities, or
any successor publication, on the Business Day immediately preceding the date
of issuance.
The Trustee has been appointed registrar for the Notes, and
the Trustee will maintain at its office in New York, New York a register for the
registration and transfer of Notes. This Note may be transferred at the
aforesaid office of the Trustee or the agency of the Trustee in the Borough of
Manhattan, City of New York by surrendering this Note for cancellation,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and duly executed by the registered holder hereof in person or by the
holder's attorney duly authorized in writing, and thereupon the Trustee will
issue in the name of the transferee or transferees, in exchange herefor, a new
Note or Notes having identical terms and provisions and for a like aggregate
principal amount in authorized denominations, subject to the terms and
conditions set forth herein; provided, however, that the Trustee will not be
required (i) to register the transfer of or exchange any Note that has been
called for redemption in whole or in part, except the unredeemed portion of
Notes being redeemed in part, (ii) to register the transfer of or exchange any
Note if the holder thereof has exercised his right, if any, to require the
Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer or
exchange Notes to the extent and during the period so provided in the Senior
Indenture with respect to the redemption of Notes. Notes are exchangeable at
said office for other Notes of
8
<PAGE> 9
other authorized denominations of equal aggregate principal amount having
identical terms and provisions. All such exchanges of Notes will be free of
charge, but the Issuer may require payment of a sum sufficient to cover any tax
or other governmental charge in connection therewith. All Notes surrendered
for exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or
by the holder's attorney duly authorized in writing. The date of registration
of any Note delivered upon any exchange or transfer of Notes shall be such that
no gain or loss of interest results from such exchange or transfer.
In case any Note shall at any time become mutilated, defaced
or be destroyed, lost or stolen and such Note or evidence of the loss, theft or
destruction thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be
delivered to the Trustee, a new Note of like tenor will be issued by the Issuer
in exchange for the Note so mutilated or defaced, or in lieu of the Note so
destroyed or lost or stolen, but, in the case of any destroyed or lost or
stolen Note, only upon receipt of evidence satisfactory to the Trustee and the
Issuer that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and
reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a new Note shall be borne by the
owner of the Note mutilated, defaced, destroyed, lost or stolen.
The Senior Indenture provides that, (a) if an Event of Default
(as defined in the Senior Indenture) due to the default in payment of principal
of, premium, if any, or interest on, any series of debt securities issued under
the Senior Indenture, including the series of Senior Medium-Term Notes of which
this Note forms a part, or due to the default in the performance or breach of
any other covenant or warranty of the Issuer applicable to the debt securities
of such series but not applicable to all outstanding debt securities issued
under the Senior Indenture shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of the debt
securities of each affected series (voting as a single class) may then declare
the principal of all debt securities of all such series and interest accrued
thereon to be due and payable immediately and (b) if an Event of Default due to
a default in the performance of any other of the covenants or agreements in the
Senior Indenture applicable
9
<PAGE> 10
to all outstanding debt securities issued thereunder, including this Note, or
due to certain events of bankruptcy, insolvency and reorganization of the
Issuer, shall have occurred and be continuing, either the Trustee or the
holders of not less than 25% in principal amount of all debt securities issued
under the Senior Indenture then outstanding (treated as one class) may declare
the principal of all such debt securities and interest accrued thereon to be
due and payable immediately, but upon certain conditions such declarations may
be annulled and past defaults may be waived (except a continuing default in
payment of principal (or premium, if any) or interest on such debt securities)
by the holders of a majority in principal amount of the debt securities of all
affected series then outstanding.
If the face hereof indicates that this Note is subject to
"Modified Payment upon Acceleration," then if the principal hereof is declared
to be due and payable as described in the preceding paragraph, the amount of
principal due and payable with respect to this Note shall be limited to the
aggregate principal amount hereof multiplied by the sum of the Issue Price
specified on the face hereof (expressed as a percentage of the aggregate
principal amount) plus the original issue discount amortized from the Original
Issue Date to the date of declaration, which amortization shall be calculated
using the "Interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
The Senior Indenture permits the Issuer and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the debt securities of each series issued under the Senior Indenture
then outstanding and affected, to execute supplemental indentures adding any
provisions to or changing in any manner the rights of the holders of each
series so affected; provided that the Issuer and the Trustee may not, without
the consent of the holder of each outstanding debt security affected thereby,
(a) extend the final maturity of any such debt security, or reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, or reduce any amount payable on redemption or repayment
thereof, or change the currency of payment thereof, or impair or affect the
rights of any holder to institute suit for the payment thereof without the
consent of the holder of each debt security so affected; or (b) reduce the
aforesaid percentage in principal amount of debt securities the consent of the
holders of which is required for any such supplemental indenture, without the
consent of the holders of each debt security so affected.
10
<PAGE> 11
Except as set forth below, if the principal of, or interest
on, this Note is payable in a Specified Currency other than U.S. dollars and
such Specified Currency is not available to the Issuer for making payments
hereon due to the imposition of exchange controls or other circumstances beyond
the control of the Issuer or is no longer used by the government of the country
issuing such currency or for the settlement of transactions by public
institutions within the international banking community, then the Issuer will
be entitled to satisfy its obligations to the holder of this Note by making
such payments in U.S. dollars on the basis of the Market Exchange Rate on the
date of such payment or, if the Market Exchange Rate is not available on such
date, as of the most recent practicable date. Any payment made under such
circumstances in U.S. dollars where the required payment is in a Specified
Currency other than U.S. dollars will not constitute an Event of Default.
If payment in respect of a Note is required to be made in ECUs
and ECUs are unavailable due to the imposition of exchange controls or other
circumstances beyond the Issuer's control or are no longer used in the European
Monetary System, then all payments in respect of this Note shall be made in
U.S. dollars until ECUs are again available or so used. The amount of each
payment in U.S. dollars shall be computed on the basis of the equivalent of the
ECU in U.S. dollars, determined as described below, as of the second Business
Day prior to the date on which such payment is due.
The equivalent of the ECU in U.S. dollars as of any date (the
"Day of Valuation") shall be determined by the Issuer or its agent on the
following basis. The component currencies of the ECU for this purpose (the
"Components") shall be the currency amounts that were components of the ECU as
of the last date on which the ECU was used in the European Monetary System.
The equivalent of the ECU in U.S. dollars shall be calculated by aggregating
the U.S. dollar equivalents of the Components. The U.S. dollar equivalent of
each of the Components shall be determined by the Issuer or such agent on the
basis of the most recently available Market Exchange Rates for such Components.
If the official unit of any Component is altered by way of
combination or subdivision, the number of units of that currency as a Component
shall be divided or multiplied in the same proportion. If two or more
Components are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the
11
<PAGE> 12
consolidated component currencies expressed in such single currency. If any
Component is divided into two or more currencies, the amount of the original
component currency shall be replaced by the amounts of such two or more
currencies, each of which shall be equal to the amount of the original
component currency separated into the number of currencies into which such
original currency was divided.
All determinations referred to above made by the Issuer or its
agent shall be at its sole discretion and shall, in the absence of manifest
error, be conclusive to the extent permitted by law for all purposes and
binding on holders of Notes.
So long as this Note shall be outstanding, the Issuer will
cause to be maintained an office or agency for the payment of the principal of
and premium, if any, and interest on this Note as herein provided in the
Borough of Manhattan, The City of New York, and an office or agency in said
Borough of Manhattan for the registration, transfer and exchange as aforesaid
of the Notes. The Issuer may designate other agencies for the payment of said
principal, premium and interest at such place or places (subject to applicable
laws and regulations) as the Issuer may decide. So long as there shall be any
such agency, the Issuer shall keep the Trustee advised of the names and
locations of such agencies, if any are so designated.
With respect to moneys paid by the Issuer and held by the
Trustee for payment of the principal of or interest or premium, if any, on any
Notes, that remain unclaimed at the end of two years after such principal,
interest or premium shall have become due and payable (whether at maturity or
upon call for redemption or otherwise), (i) the Trustee shall notify the
holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for
payment thereof and (ii) such moneys shall be so repaid to the Issuer. Upon
such repayment all liability of the Trustee with respect to such moneys shall
thereupon cease, without, however, limiting in any way any obligation that the
Issuer may have to pay the principal of or interest or premium, if any, on this
Note as the same shall become due.
No provision of this Note or of the Senior Indenture shall
alter or impair the obligation of the Issuer, which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the time, place, and rate, and in the coin or currency,
12
<PAGE> 13
herein prescribed unless otherwise agreed between the Issuer and the registered
holder of this Note.
Prior to due presentment of this Note for registration of
transfer, the Issuer, the Trustee and any agent of the Issuer or the Trustee
may treat the holder in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Issuer,
the Trustee nor any such agent shall be affected by notice to the contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Senior Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Issuer or of any
successor corporation, either directly or through the Issuer of any successor
corporation, whether by virtue of any constitution, statute or rule of law or
by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.
This Note shall for all purposes be governed by, and construed
in accordance with, the laws of the State of New York.
All terms used in this Note which are defined in the Senior
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Senior Indenture.
13
<PAGE> 14
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT-...........Custodian...........
(Cust) (Minor)
Under Uniform Gifts to Minors Act...............
(State)
Additional abbreviations may also be used though not in the
above list.
_____________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto
[PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE]
_______________________________________!
!
_______________________________________!________________________________________
[PLEASE PRINT OR TYPE NAME AND ADDRESS INCLUDING ZIP CODE, OF ASSIGNEE]
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
________________________________________________________________________________
constituting and appointing such person attorney to transfer
________________________________________________________________________________
such note on the books of the Issuer, with full power of
________________________________________________________________________________
substitution in the premises.
Dated:______________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
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<PAGE> 15
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the
Issuer to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof together
with interest to the Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite
name and address of the undersigned)
If less than the entire principal amount of the within Note is
to be repaid, specify the portion thereof which the holder elects to have
repaid ___________________; and specify the denomination or denominations
(which shall be in authorized denominations) of the Notes to be issued to the
holder for the portion of the within Note not being repaid (in the absence of
any such specification, one such Note will be issued for the portion not being
repaid):
________________________________________________________________________________
Date:_____________________ ______________________________________________
(Signature)
15
<PAGE> 1
EXHIBIT 4.4
[FORM OF FACE OF DEBENTURE]
CUSIP #
No. $
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
_____% Debenture Due ____
Transcontinental Gas Pipe Line Corporation, a corporation duly
organized and existing under the laws of the State of Delaware (herein called
the "Company"), for value received, hereby promises to pay to or
registered assigns, the principal sum of Dollars on ____________,
____, at the office or agency of the Company in the Borough of Manhattan, The
City of New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest, semiannually on ____________ and
____________ of each year, commencing ____________, on said principal sum at
said office or agency, in like coin or currency, at the rate per annum
specified in the title of this Debenture, from the ____________ or the
____________, as the case may be, next preceding the date of this Debenture to
which interest has been paid or duly provided for, unless the date hereof is a
date to which interest has been paid or duly provided for, in which case from
the date of this Debenture, or unless no interest has been paid on this
Debenture or duly provided for, in which case from ____________, until payment
of said principal sum has been made or duly provided for; provided, that
payment of interest may be made at the option of the Company by check mailed to
the address of the person entitled thereto as such address shall appear on the
Security register. Notwithstanding the foregoing, if the date hereof is after
1
<PAGE> 2
____________ or ____________, as the case may be, and before the following
____________ or ____________, this Debenture shall bear interest from such
____________ or ____________; provided, that if the Company shall default in
the payment of interest due on such ____________ or ____________, then this
Debenture shall bear interest from the next preceding ____________ or
____________, to which interest has been paid or duly provided for or, if no
interest has been paid on this Debenture or duly provided for, from
____________. The interest so payable on any ____________ or ____________,
will, subject to certain exceptions provided in the Indenture referred to on
the reverse hereof, be paid to the person in whose name this Debenture (or one
or more predecessor Debentures) is registered at the close of business on the
____________ or ____________ (whether or not a Business Day), as the case may
be, next preceding such ____________ or ____________.
Reference is made to the further provisions of this Debenture
set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Debenture shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been executed
by the Trustee under the Indenture referred to on the reverse hereof by manual
signature.
IN WITNESS WHEREOF, Transcontinental Gas Pipe Line Corporation
has caused this instrument to be duly executed.
Dated:
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By______________________________
2
<PAGE> 3
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned
Indenture.
,
as Trustee
By__________________________
Authorized Officer
3
<PAGE> 4
[FORM OF REVERSE OF DEBENTURE]
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
_____% Debenture Due ____
This Debenture is one of a duly authorized issue of
debentures, notes, bonds or other evidences of indebtedness of the Company
(hereinafter called the "Securities") of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture dated as of
____________, 1995 (herein called the "Indenture"), duly executed and delivered
by the Company to , as Trustee (herein called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the Holders of
the Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may
be subject to different redemption provisions (if any), may be subject to
different sinking, purchase or analogous funds (if any) and may otherwise vary
as provided in the Indenture. This Debenture is one of a series designated as
the _____% Debentures Due ____ (the "Debentures") of the Company, limited in
aggregate principal amount to $__________.
In case an Event of Default with respect to the Debentures
shall have occurred and be continuing, the principal hereof may be declared,
and upon such declaration shall become, due and payable, in the manner, with
the effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Securities of each series issued under such
Indenture then Outstanding and affected, voting as one class, to add any
provisions to, or change in any manner or eliminate any of the provisions of,
such Indenture or modify in any manner the rights of the Holders of the
Securities of each series so affected; provided that the Company and the
Trustee may not, without the consent of the Holder of each outstanding Security
affected thereby, (i) extend the stated maturity of the principal of any
Security, or reduce the principal amount thereof or reduce the rate or extend
the time of payment of interest thereon, or reduce
4
<PAGE> 5
any amount payable on redemption thereof or change the currency in which the
principal thereof (including any amount in respect of original issue discount)
or interest thereon is payable or reduce the amount of any original issue
discount security payable upon acceleration or provable in bankruptcy or impair
the right to institute suit for the enforcement of any payment on any Security
when due or (ii) reduce the aforesaid percentage in principal amount of
Securities of any series issued under such Indenture, the consent of the
Holders of which is required for any such modification. It is also provided
in the Indenture that, with respect to certain defaults or Events of Default
regarding the Securities of any series, prior to any declaration accelerating
the maturity of such Securities, the Holders of a majority in aggregate
principal amount Outstanding of the Securities of such series (or, in the case
of certain defaults or Events of Default, all or certain series of the
Securities) may on behalf of the Holders of all the Securities of such series
(or all or certain series of the Securities, as the case may be) waive any such
past default or Event of Default and its consequences. The preceding sentence
shall not, however, apply to a default in the payment of the principal of or
interest on any of the Securities. Any such consent or waiver by the Holder of
this Debenture (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Debenture and any Debentures which may be issued in exchange or
substitution herefor or on registration of transfer hereof, irrespective of
whether or not any notation thereof is made upon this Debenture or such other
Debentures.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Debenture in the manner, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Debentures are issuable in registered form without coupons
in denominations of $1,000 and any multiple of $1,000 at the office or agency
of the Company in the Borough of Manhattan, The City of New York, and in the
manner and subject to the limitations provided in the Indenture, but without
the payment of any service charge, Debentures may be exchanged for a like
aggregate principal amount of Debentures of other authorized denominations.
[The Debentures are not redeemable prior to maturity.] [Add
optional redemption language, if applicable.]
Upon due presentment for registration of transfer of
5
<PAGE> 6
this Debenture at the office or agency of the Company in the Borough of
Manhattan, The City of New York, a new Debenture or Debentures of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture, without charge except for any tax or other governmental charge
imposed in connection therewith.
The Company, the Trustee and any authorized agent of the
Company or the Trustee may deem and treat the registered Holder hereof as the
absolute owner of this Debenture (whether or not this Debenture shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof
and subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Company, the Trustee or any authorized agent of
the Company or the Trustee shall be affected by any notice to the contrary.
No recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture or any indenture supplemental thereto
or in any Debenture, or because of the creation of any indebtedness represented
thereby, shall be had against any incorporator, stockholder, officer or
director, as such, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.
This Debenture shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
Terms used herein which are defined in the Indenture shall
have the respective meanings assigned thereto in the Indenture.
6
<PAGE> 1
EXHIBIT 5
May , 1997
Transcontinental Gas Pipe Line Corporation
2800 Post Oak Boulevard
Houston, Texas 77251
Gentlemen:
You have requested me, as General Counsel of The Williams Companies,
Inc., to render my opinion regarding certain matters in connection with the
preparation and filing of a registration statement by Transcontinental Gas Pipe
Line Corporation (the "Company") on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, with respect to $300,000,000
aggregate initial offering price of debt securities ("Securities"). The
Securities are to be issued from time to time as senior indebtedness of the
Company under an indenture between the Company and Citibank, N.A., as trustee
(the "Indenture"). The form of the Indenture and the Securities are filed as
exhibits to the Registration Statement.
I am familiar with the Certificate of Incorporation and the By-laws,
each as amended to date, of the Company and have examined the originals, or
copies certified or otherwise identified to my satisfaction, of corporate
records of the Company, statutes and other instruments and documents as the
basis for the opinion expressed herein. In addition, I am, or someone under my
supervision is, familiar with the forms of the Indenture and the Securities.
Based upon the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that, when the
Securities have been duly authorized by the Board of Directors of the Company,
the Indenture has been duly executed and delivered and the Securities have been
duly issued in accordance with the provisions of the Indenture and duly paid
for by the purchasers thereof, all required corporate action will have been
taken with respect to the issuance and sale of the Securities, and the
Securities will have been validly issued and will constitute valid and binding
obligations of the Company enforceable in accordance with their terms, except
as enforceability may be limited by bankruptcy, insolvency, reorganization or
other laws relative to or affecting generally the enforcement of creditor's
rights and by principles of equity.
<PAGE> 2
EXHIBIT 5
Transcontinental Gas Pipe Line Corporation
Page 2
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned appearing under
the caption "Legal Matters" in the related Prospectus.
Very truly yours,
William G. von Glahn
<PAGE> 1
EXHIBIT 12
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
($ thousands)
<TABLE>
<CAPTION>
POST-ACQUISITION
-----------------------------------------------------
FOR THE PERIOD
FOR THE FOR THE JANUARY 18,
QUARTER ENDED YEAR ENDED 1995, TO
MARCH 31, DECEMBER 31, DECEMBER 31,
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Description
-----------
Earnings Available for Fixed Charges:
Net Income (Loss) . . . . . . . . . . . . . . . . . . $ 27,671 $ 95,543 $ 86,589
Plus -Interest expense, portion of rents
representative of the interest factor
and amortization of debt expense,
discount and premium . . . . . . . . . . . 18,293 69,189 61,947
-Federal income taxes . . . . . . . . . . . 15,704 88,927 66,819
-Deferred federal income taxes . . . . . . (102) (37,613) (17,404)
-State and municipal income taxes . . . . . 2,063 7,299 5,063
-------- -------- --------
Total . . . . . . . . . . . . . . . . . $ 63,629 $223,345 $203,014
======== ======== ========
Fixed Charges
Interest on long-term debt . . . . . . . . . . . $ 13,673 $ 56,623 $ 52,214
Other interest expense . . . . . . . . . . . . . 3,455 10,509 3,215
Portion of rents representative of
interest factor . . . . . . . . . . . . . . . 1,678 7,504 7,836
Amortization of debt expenses, discount
and premium . . . . . . . . . . . . . . . . . (66) (3,294) 334
-------- -------- --------
Total . . . . . . . . . . . . . . . . . $ 18,740 $ 71,342 $ 63,599
======== ======== ========
Ratio of Earnings to Fixed Charges . . . . . . . . . 3.40 3.13 3.19
</TABLE>
<TABLE>
<CAPTION>
PRE-ACQUISITION
-----------------------------------------------------------------
FOR THE PERIOD
JANUARY 1, 1995 YEARS ENDED DECEMBER 31,
TO JANUARY 17, --------------------------------------------
1995 1994 1993 1992
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Description
-----------
Earnings Available for Fixed Charges:
Net Income (Loss) . . . . . . . . . . . . . . . . . . $ (9,662) $110,726 $ 94,225 $ 73,543
Plus -Interest expense, portion of rents
representative of the interest factor
and amortization of debt expense,
discount and premium . . . . . . . . . . . 3,156 72,373 74,259 84,520
-Federal income taxes . . . . . . . . . . . (2,734) 72,364 38,593 53,180
-Deferred federal income taxes . . . . . . 4,577 (23,669) 1,767 (25,353)
-State and municipal income taxes . . . . . 466 9,038 8,981 6,152
-------- -------- -------- --------
Total . . . . . . . . . . . . . . . . . $ (4,197) $240,832 $217,825 $192,042
======== ======== ======== ========
Fixed Charges
Interest on long-term debt . . . . . . . . . . . $ 2,472 $ 54,126 $ 55,899 61,367
Other interest expense . . . . . . . . . . . . . 125 5,201 6,569 11,360
Portion of rents representative of
interest factor . . . . . . . . . . . . . . . 593 13,426 11,992 11,946
Amortization of debt expenses, discount
and premium . . . . . . . . . . . . . . . . . 48 1,044 1,011 1,056
-------- -------- -------- --------
Total . . . . . . . . . . . . . . . . . $ 3,238 $ 73,797 $ 75,471 $ 85,729
======== ======== ======== ========
Ratio of Earnings to Fixed Charges . . . . . . . . . (a) 3.26 2.89 2.24
</TABLE>
- ----------------------
(a) Earnings were inadequate to cover fixed charges for the period January 1,
1995 to January 17, 1995 by $7.4 million.
For the purpose of the ratio (i) earnings consist of income or loss
before fixed charges and income taxes for the Company, and (ii) fixed charges
consist of interest and debt expense on all indebtedness (without reduction for
interest capitalized) and that portion of rental payments on operating leases
estimated to represent an interest factor for the Company.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of
Transcontinental Gas Pipe Line Corporation for the registration of $300 million
of debt securities and to the incorporation by reference therein of our report
dated February 7, 1997, with respect to the consolidated financial statements
of Transcontinental Gas Pipe Line Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
May 15, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 20,
1995 included in Transcontinental Gas Pipe Line Corporation's Annual Report on
Form 10-K for the year ended December 31, 1996, and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
May 16, 1997
<PAGE> 1
EXHIBIT 24.1
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as
hereinafter set forth below their signature, of TRANSCONTINENTAL GAS PIPE LINE
CORPORATION, a Delaware corporation ("Transco"), does hereby constitute and
appoint WILLIAM G. VON GLAHN, DAVID M. HIGBEE and REBECCA H. HILBORNE their
true and lawful attorneys and each of them (with full power to act without the
others) their true and lawful attorneys for them and in their name and in their
capacity as a director or officer, or both, of Transco, as hereinafter set
forth below their signature, to sign a registration statement on Form S-3 for
the registration of debt securities of Transco with an initial aggregate
offering price not to exceed four hundred million dollars ($400,000,000), and
any and all amendments to said registration statement and any and all
instruments necessary or incidental in connection therewith; and
THAT the undersigned Transco does hereby constitute and appoint
WILLIAM G. VON GLAHN, DAVID M. HIGBEE and REBECCA H. HILBORNE its true and
lawful attorneys and each of them (with full power to act without the others)
its true and lawful attorney for it and in its name and on its behalf to sign
said registration statement and any and all amendments thereto and any and all
instruments necessary or incidental in connection therewith.
Each of said attorneys shall have full power of substitution and
resubstitution, and said attorneys or any of them or any substitute appointed
by any of them hereunder shall have full power and authority to do and perform
in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 9th day of April, 1997.
/s/ BRIAN E. O'NEILL /s/ NICK A. BACILE
- --------------------------------- -----------------------------------
Brian E. O'Neill Nick A. Bacile
President and Vice President, Treasurer,
Chief Executive Officer and Controller
(Principal Executive Officer) (Principal Financial Officer
and Director and Principal Accounting Officer)
and Director
<PAGE> 2
Page 2
/s/ Keith E. Bailey /s/ Robert S. Bahnick
- --------------------------------- -------------------------------
Keith E. Bailey Robert S. Bahnick
/s/ Frank J. Ferazzi /s/ Thomas P. Griffin
- --------------------------------- -------------------------------
Frank J. Ferazzi Thomas P. Griffin
/s/ Lewis A. Posekany, Jr. /s/ Cuba Wadlington, Jr.
- --------------------------------- -------------------------------
Lewis A. Posekany, Jr. Cuba Wadlington, Jr.
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By /s/ Nick A. Bacile
----------------------------------
Nick A. Bacile
Vice President
ATTEST:
/s/ David M. Higbee
- -----------------------------
David M. Higbee
Secretary
<PAGE> 1
EXHIBIT 24.2
I, the undersigned, Nick A. Bacile, Assistant Secretary of
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation (hereinafter
called the "Corporation"), do hereby certify that pursuant to Section 141(f) of
the General Corporation Law of Delaware, the Board of Directors of this
Corporation unanimously consented, as of April 9, 1997, to the following:
RESOLVED that the officers of the Corporation be, and they
hereby are, authorized to execute and file with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, a
shelf Registration Statement on Form S-3, and all amendments and
supplements thereto and all required exhibits and documents in
connection therewith, and the Prospectus contained therein, and all
amendments or supplements thereto (the "Registration Statement"), with
respect to not more than four hundred million dollars ($400,000,000)
aggregate principal amount of Debt Securities, and do so, or cause to be
done, all such other acts and things as, in their opinion or in the
opinion of any of them, may be necessary or desirable and proper in
order to effect such filing or in order that such Registration Statement
and any such amendment or amendments may become effective and may remain
in effect as long as shall be required.
RESOLVED that the form of power of attorney circulated with
this Consent for use in connection with the execution and filing, for
and on behalf of the Corporation, of the Registration Statement and any
such amendments thereto referred to in the preceding resolution, is
hereby approved, and the Chairman of the Board, the President or any
Vice President of the Corporation is hereby authorized to execute said
power of attorney in the form so presented for and on behalf of the
Corporation.
RESOLVED that Mr. William G. von Glahn, Senior Vice President
and General Counsel of The Williams Companies, Inc., be, and he hereby
is, designated as the person authorized to receive notices and
communications from the Securities and
<PAGE> 2
Exchange Commission with respect to the Registration Statement and any
amendments thereto and that he be, and he hereby is, designated the agent for
service in connection with any and all matters relating to the Registration
Statement; and that there hereby is conferred upon him the powers enumerated in
Rule 478 of the Rules and Regulations promulgated under the Securities Act of
1933, as amended.
RESOLVED that the officers of the Corporation be, and each of them
hereby is, authorized and directed in the name and on behalf of the Corporation
to take any and all actions which such officers deem necessary or appropriate
in order to obtain a permit, register or qualify the Debt Securities for
issuance and sale or to request an exemption from registration of the Debt
Securities or to register or to obtain a license for the Corporation as a
dealer or broker under the securities laws of such of the states of the United
States of America and of such foreign jurisdictions as such officers may deem
necessary or appropriate; and that in connection with such registrations,
permits, licenses, qualifications and exemptions, such officers are authorized
and directed to execute, acknowledge, verify, deliver, file and publish all
such applications, reports, resolutions, irrevocable consents to service of
process, powers of attorney and other papers and instruments as may be required
under such laws, and to take any and all further action which such officers
deem necessary or appropriate in order to maintain the registration in effect
for such time period as they may deem to be in the best interests of the
Corporation.
RESOLVED that if any resolutions are required to be adopted in
connection with any application or other document to be submitted under the
securities or "Blue Sky" laws of any state in order to permit the offering of
the Debt Securities, such resolutions shall be deemed to have been adopted in
the required language with the same force and effect as if set forth here at
length and copies thereof shall be filed with this Consent.
RESOLVED that if an officer of the Corporation shall so elect
application may be
<PAGE> 3
made to the New York Stock Exchange, Inc. and to the Pacific Stock Exchange for
the listing upon notice of issuance of the Debt Securities and that the
Chairman of the Board, the President or any Vice President or the Secretary of
the Corporation be, and each of them hereby is, authorized and directed by the
Corporation to prepare, execute and file the applications required by such
stock exchange and to make such changes as may be necessary to conform with
requirements for the listing of the Debt Securities, to appear (if requested)
before officials of such exchange, to pay any fees required for such additional
listing and to perform all other acts and things as may be deemed necessary to
effect such listing.
RESOLVED that the Chairman of the Board, the President or any Vice
President of the Corporation (a "Designated Officer") be, and each of them
hereby is, authorized and empowered to execute, acknowledge and deliver, for
and on behalf of the Corporation, and under its corporate seal, which its
Secretary or any Assistant Secretary is hereby authorized to affix and attest,
an indenture, including a subordinate indenture, between the Corporation and
Citibank N.A., as Trustee (the "Indenture") for the purpose of providing for
the issuance, registration, transfer, exchange and payment of the Debt
Securities to be issued pursuant thereto, each such Indenture to be in the form
as the officers executing and delivering the same on behalf of the Corporation
shall approve, such approval to be conclusively evidenced by such officer's
execution, acknowledgement and delivery of the Indenture.
RESOLVED that the Chairman of the Board, the President or the Chief
Financial Officer of the Corporation be, and each hereby is, in accordance with
the foregoing resolutions and the limitations previously approved, authorized
to cause the Corporation to issue and sell one or more series of the Debt
Securities and, in connection with any such series, determine, approve or
appoint, as the case may be:
(a) the exact aggregate principal amount of the series of Debt
Securities, whether Debt
<PAGE> 4
Securities of such series are to be issued as debentures, as notes or as
any other evidences of indebtedness or in any combination thereof;
(b) The designation of the Debt Securities as senior or subordinated
indebtedness of the Corporation;
(c) whether each series of Debt Securities shall be sold with or without
competitive bidding, whether through a public offering or by private
placement, or a combination thereof;
(d) the terms and rights of the Debt Securities, consistent with the terms
of the respective Indenture and the Registration Statements; provided,
however, that no such Debt Securities shall be secured or convertible
into any equity securities of the Corporation;
(e) the maturity or maturities of the Debt Securities;
(f) the price to be received by the Corporation in any offering or sale of
any of the Debt Securities (which may be at a discount from the
principal amount payable at maturity of such Debt Securities), any
public offering price and any discount received by, or commission paid
to, any underwriters or agents;
(g) the rate or rates at which the Debt Securities shall bear interest, if
any, which rate or rates may vary from time to time in accordance with a
formula to be approved by any such officer;
(h) the date or dates from which
<PAGE> 5
such interest shall accrue, the dates on which such
interest shall be payable and the record date for the
interest payable on any interest payment date and/or the
method by which such rate or rates or date or dates
shall be determined;
(i) the place or places, where the principal of (premium,
if any) and interest, if any, on the Debt Securities
shall be payable;
(j) the option, if any, of the Corporation to redeem the
Debt Securities in whole or in part and the period or
periods within which, the price or prices at which and
the terms and conditions upon which, Debt Securities may
be redeemed, in whole or in part, pursuant to such
option or any sinking fund or otherwise;
(k) the obligation, if any, of the Corporation to redeem,
purchase or repay Debt Securities pursuant to any
mandatory redemption, sinking fund or analogous
provisions or at the option of a holder thereof and the
period or periods within which, the price or prices at
which and the terms and conditions upon which, Debt
Securities shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation or option;
(l) the denominations and currencies, including U.S.
dollars, foreign currencies and composite currencies, in
which the Debt Securities shall be issuable and payable
and the election, if any, of holders of Debt Securities
to receive payment of principal (and premium, if any)
and interest in a currency other than the
<PAGE> 6
currency in which such Debt Securities were issued;
(m) such other terms, conditions and provisions as any such
officer shall deem appropriate;
(n) the forms of the Debt Securities; and
(o) whether the Debt Securities will be listed on the New York
Stock Exchange.
RESOLVED that any Designated Officer be, and each hereby is,
authorized to appoint one or more transfer agents or registrars, depositories,
authenticating or paying agents, calculation agents, exchange rate agents and
any other agents with respect to the Debt Securities, and to execute and
deliver, in the name and on behalf of the Corporation, any agreement,
instrument or document relating to any such appointment, for the purpose of
implementing and giving effect to the provisions of each Indenture; provided,
however, that the Corporation may at any time elect to act in the capacity of
paying agent.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to execute and deliver to the Trustee for each
Indenture an Issuer Order or Officer's Certificate, as appropriate, referred to
in the Indenture and to perform on behalf of the Corporation such other
procedures acceptable to such Trustee as may be necessary in order to authorize
the authentication and delivery by such Trustee of the Debt Securities.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to cause the Corporation to enter into agreements (the
"Underwriting Agreement" or "Distribution Agreements"), with such investment
banking company or companies as any such Designated Officer may choose (the
"Agents"), and with such additional or successor Agents as any Designated
Officer shall select, in the form as the Designated Officers executing and
delivering the same on behalf of the Corporation shall approve, such approval
to be conclusively evidenced by such
<PAGE> 7
officers execution, acknowledgement and delivery of the Underwriting
Agreement or Distribution Agreements.
RESOLVED that any Designated Officer be, and each hereby is,
authorized and directed to take, or cause to be taken, any and all
action which any such Designated Officer may deem necessary or desirable
to carry out the purpose and intent of the foregoing resolutions (hereby
ratifying and confirming any and all actions taken heretofore or
hereafter to accomplish such purposes, all or singular), and to make,
execute and deliver, or cause to be made executed and delivered, all
agreements, undertakings, documents, instruments or certificates in the
name and on behalf of the Corporation as any such Designated Officer may
deem necessary or desirable in connection therewith, and to perform, or
cause to be performed, the obligations of the Corporation under the Debt
Securities, the Indenture, the Underwriting Agreement and the
Distribution Agreement (and any terms agreement thereunder) and the
Registration Statements, and to pay such fees and expenses as, in their
judgment, shall be proper or advisable.
RESOLVED that the officers of the Corporation be, and each of
them hereby is, authorized to take all such further action and to
execute and deliver all such further instruments and documents in the
name and on behalf of the Corporation with its corporate seal or
otherwise and to pay such fees and expenses as, in their judgment,
shall be proper or advisable in order to carry out the intent and to
accomplish the purposes of the foregoing resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked, or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 16th day of May,
1997.
/s/ NICK A. BACILE
-------------------------
Nick A. Bacile
Assistant Secretary
