EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
BETWEEN
DOMINION RESOURCES, INC.
AND
THE CHASE MANHATTAN BANK
DATED AS OF DECEMBER 1, 1997
7.83% JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES,
DUE DECEMBER 1, 2027
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
1.1 Definition of Terms................................................. 2
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED DEBENTURES
2.1 Designation and Principal Amount.................................... 6
2.2 Stated Maturity..................................................... 6
2.3 Form and Payment; Minimum Transfer Restriction...................... 6
2.4 Exchange and Registration of Transfer of Junior
Subordinated Debentures; Restrictions on Transfers; Depositary...... 7
2.5 Interest............................................................12
ARTICLE III
PREPAYMENT OF THE JUNIOR SUBORDINATED DEBENTURES
3.1 Tax Event or Investment Company Event Prepayment....................13
3.2 Optional Prepayment by Company......................................13
3.3 Notice of Prepayment................................................14
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
4.1 Extension of Interest Payment Period................................14
4.2 Notice of Extension.................................................16
ARTICLE V
EXPENSES
5.1 Payment of Expenses.................................................16
5.2 Payment Upon Resignation or Removal.................................17
ARTICLE VI
FORM OF JUNIOR SUBORDINATED DEBENTURE
6.1 Form of Junior Subordinated Debenture...............................18
ARTICLE VII
ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES
7.1 Original issue of Junior Subordinated Debentures....................18
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ARTICLE VIII
EXCHANGE OF SECURITIES
8.1 Mandatory Tender in Exchange Offer................................. 18
ARTICLE IX
MISCELLANEOUS
9.1 Ratification of Indenture; First Supplemental Indenture Controls... 19
9.2 Trustee Not Responsible for Recitals............................... 19
9.3 Governing Law...................................................... 19
9.4 Separability....................................................... 19
9.5 Counterparts....................................................... 19
Exhibit A - Form of Junior Subordinated Debenture
Exhibit A-1 - Form of Certificate of Transfer
Exhibit A-2 - Form of Assignment
Exhibit A-3 - Form of Schedule for Endorsements on Global Debenture to Reflect
Changes in Principal Amount
Exhibit B - Form of IAI Letter
Exhibit C - Form of Transfer Certificate: To Regulation S Global
Debenture
Exhibit D - Form of Transfer Certificate: To Rule 000X Xxxxxx
Xxxxxxxxx
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 1997 (the "First
Supplemental Indenture"), between DOMINION RESOURCES, INC., a Virginia
corporation (the "Company"), and THE CHASE MANHATTAN BANK, as trustee (the
"Trustee") under the Indenture dated as of December 1, 1997 between the Company
and the Trustee (the "Base Indenture" and, together with this First Supplemental
Indenture, the "Indenture").
WHEREAS, the Company executed and delivered the Base Indenture to the
Trustee to provide for the future issuance of the Company's unsecured junior
subordinated debentures (the "Debentures") to be issued from time to time in one
or more series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered as
provided in the Base Indenture;
WHEREAS, pursuant to the terms of the Base Indenture, the Company desires
to provide for the establishment of two separate series of its Debentures, both
to be known as its 7.83% Junior Subordinated Deferrable Interest Debentures due
December 1, 2027 (collectively, the "Junior Subordinated Debentures"), the form
and substance of such Junior Subordinated Debentures and the terms, provisions
and conditions thereof to be set forth as provided in the Base Indenture and
this First Supplemental Indenture;
WHEREAS, the Company desires that (x) the first series of Junior
Subordinated Debentures (the "Private Debentures") be originally issued on
December 8, 1997 pursuant to the Indenture, the Purchase Agreement (as defined
below) and the Trust Agreement (as defined in Section 1.1), and (y) the second
series of Junior Subordinated Debentures (the "Exchange Debentures") be issuable
upon surrender of and in exchange for the Private Debentures pursuant to Section
8.1;
WHEREAS, Dominion Resources Capital Trust I, a Delaware statutory business
trust (the "Trust"), has offered to the purchasers (the "Initial Purchasers")
named in Schedule I to the Purchase Agreement (the "Purchase Agreement") dated
December 3, 1997 among the Initial Purchasers, the Trust and the Company in a
private placement $250,000,000 aggregate liquidation amount of its 7.83% Capital
Securities (the "Capital Securities"), representing undivided beneficial
interests in the assets of the Trust and proposes to invest the proceeds from
the sale of the Capital Securities, together with the proceeds of the sale by
the Trust to the Company of $7,732,000 aggregate liquidation amount of its
Common Securities, in $257,732,000 aggregate principal amount of the Junior
Subordinated Debentures; and
WHEREAS, the Company has requested that the Trustee execute and deliver
this First Supplemental Indenture and all requirements necessary
to make this First Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Junior Subordinated Debentures, when executed by the
Company and authenticated and delivered by the Trustee, the valid obligations of
the Company, have been performed, and the execution and delivery of this First
Supplemental Indenture has been duly authorized in all respects;
NOW, THEREFORE, in consideration of the purchase and acceptance of the
Junior Subordinated Debentures by the Initial Purchasers, and for the purpose of
setting forth, as provided in the Base Indenture, the form and substance of the
Junior Subordinated Debentures and the terms, provisions and conditions thereof,
the Company covenants and agrees with the Trustee as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINITION OF TERMS. For all purposes of this First Supplemental
Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms which are defined in the Base Indenture have the same
meanings when used in this First Supplemental Indenture;
(b) the terms defined in this Article have the meanings assigned to
them in this Article and include the plural as well as the singular;
(c) all other terms used herein which are defined in the Trust
Indenture Act of 1939, whether directly or by reference therein, have the
meanings assigned to them therein;
(d) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States of America, and, except as otherwise herein
expressly provided, the term "generally accepted accounting principles" with
respect to any computation required or permitted hereunder shall mean such
accounting principles as are generally accepted in the United States of America
at the date of such computation; provided, that when two or more principles are
so generally accepted, it shall mean that set of principles consistent with
those in use by the Company;
(e) a reference to a Section or Article is to a Section or Article of
this First Supplemental Indenture unless otherwise stated;
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(f) the words "herein," "hereof" and "hereunder" and other words of
similar import refer to this First Supplemental Indenture as a whole and not to
any particular Article, Section or other subdivision;
(g) headings are for convenience of reference only and do not affect
interpretation;
(h) the term "prepayment" as used herein means "redemption" as such
term is used in the Base Indenture; and
(i) the following terms have the meanings given to them in the Trust
Agreement: (i) Additional Distributions, (ii) Administrative Trustee, (iii)
Affiliate, (iv) Capital Securities Certificate, (v) Capital Securities Exchange
and Registration Rights Agreement, (vi) CEDEL, (vii) Debenture Exchange and
Registration Rights Agreement, (viii) Delaware Trustee, (ix) Distributions, (x)
Euroclear, (xi) Exchange Act, (xii) Institutional Accredited Investor, (xiii)
Minimum Transfer Legend, (xiv) 144A Global Security, (xv) PORTAL Market, (xvi)
Private Placement Legend, (xvii) Property Trustee, (xviii) QIB, (xix)
Registration Rights Agreements, (xx) Regulation S, (xxi) Regulation S Global
Security, (xxii) Restricted Period, (xxiii) Rule 144, (xxiv) Rule 144A, (xxv)
Rule 144(k), (xxvi) Securities Act, (xxvii) Transfer Restriction Termination
Date, and (xxviii) Trust Security.
"Additional Interest" has the meaning specified in Section 2.5.
"Adjusted Treasury Rate" means, with respect to any prepayment date,
the Treasury Rate plus (i) 1.00% if such prepayment date occurs on or before
December 1, 1998 or (ii) 0.50% if such prepayment date occurs after December 1,
1998.
"Capital Securities" has the meaning specified in the fourth recital
to this First Supplemental Indenture.
"Comparable Treasury Issue" means with respect to any prepayment date
the United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Term To Initial Optional Prepayment Date that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the Term To Initial Optional Prepayment Date. If no United States
Treasury security has a maturity which is within a period from three months
before to three months after December 1, 2007, the two most closely
corresponding United States Treasury securities shall be used as the Comparable
Treasury Issue, and the Treasury Rate shall be interpolated
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or extrapolated on a straight-line basis, rounding to the nearest month using
such securities.
"Comparable Treasury Price" means, with respect to any prepayment
date, (A) the average of five Reference Treasury Dealer Quotations for such
prepayment date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Coupon Rate" has the meaning specified in Section 2.5(a).
"Debentures" has the meaning specified in the first recital to this
First Supplemental Indenture.
"Definitive Debenture Certificates" means Debentures issued in
definitive, fully registered form.
"Event Prepayment Price" has the meaning specified in Section 3.1.
"Exchange Debentures" has the meaning specified in the third recital
to this First Supplemental Indenture.
"Extension Period" has the meaning specified in Section 4.1.
"Global Debenture" has the meaning specified in Section 2.4(a).
"Global Private Debenture" has the meaning specified in Section
2.4(d).
"Initial Optional Prepayment Date" has the meaning specified in
Section 3.2(a).
"Initial Purchasers" has the meaning specified in the fourth recital
to this First Supplemental Indenture.
"Interest Payment Date" has the meaning specified in Section 2.5.
"Junior Subordinated Debentures" has the meaning specified in the
second recital to this First Supplemental Indenture and, unless the context
otherwise requires, shall include any Exchange Debentures to be issued and
exchanged for any Private Debentures.
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"Liquidation Amount" means the stated amount of $1,000 per Capital
Security.
"144A Global Debenture" has the meaning specified in Section 2.4(c).
"Optional Prepayment Price" has the meaning specified in Section 3.2.
"Private Debentures" has the meaning specified in the third recital to
this First Supplemental Indenture.
"Purchase Agreement" has the meaning specified in the fourth recital
to this First Supplemental Indenture.
"Quotation Agent" means Xxxxxx Xxxxxxx & Co. Incorporated and its
successors.
"Record Date" has the meaning specified in Section 2.5(a).
"Reference Treasury Dealer" means (i) Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxx Brothers Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated and X.X. Xxxxxx Securities Inc., and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any prepayment date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such prepayment date.
"Regulation S Global Debenture" has the meaning specified in Section
2.4(d).
"Restricted Period" means the period of 40 consecutive days beginning
on and including the later of (x) the day on which the offering of the Capital
Securities commences or (y) the Closing Date.
"Special Interest" has the meaning specified in Section 2.5(c).
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"Term To Initial Optional Prepayment Date" has the meaning specified
in Section 3.1.
"Treasury Rate" means (i) the yield, under the heading which
represents the average for the immediately preceding week, appearing in the most
recently published statistical release designated "H.15 (519)" or any successor
publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Term To Initial Optional Prepayment Date (if no
maturity is within three months before or after the Term To Initial Optional
Prepayment Date, yields for the two published maturities most closely
corresponding to the Term To Initial Optional Prepayment Date shall be
determined and the Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month) or (ii) if such
release (or any successor release) is not published during the week preceding
the calculation date or does not contain such yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such prepayment date. The Treasury Rate shall be calculated on the third
Business Day preceding the prepayment date.
"Trust" has the meaning specified in the fourth recital to this First
Supplemental Indenture.
"Trust Agreement" means the Amended and Restated Trust Agreement dated
as of December 8, 1997 among the Company, as Depositor, The Chase Manhattan
Bank, as Property Trustee, Chase Manhattan Bank Delaware, as Delaware Trustee,
the Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE JUNIOR SUBORDINATED DEBENTURES
2.1 DESIGNATION AND PRINCIPAL AMOUNT. There is hereby authorized two
series of Debentures, both to be designated the "7.83% Junior Subordinated
Deferrable Interest Debentures due December 1, 2027," and each limited in
aggregate principal amount to $257,732,000, which amount shall be as set forth
in any written orders of the Company for the authentication and delivery of
Junior Subordinated Debentures pursuant to Section 2.1 of the Base Indenture and
Section 7.1(a) hereof.
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2.2 STATED MATURITY. The Stated Maturity of the Junior Subordinated
Debentures is December 1, 2027, which may not be shortened or extended.
2.3 FORM AND PAYMENT; MINIMUM TRANSFER RESTRICTION.
(a) The Debentures shall be issued to the Property Trustee in fully
registered definitive form without coupons in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. Principal and interest on
the Junior Subordinated Debentures issued in definitive form will be payable,
the transfer of such Junior Subordinated Debentures will be registrable and such
Junior Subordinated Debentures will be exchangeable for Junior Subordinated
Debentures bearing identical terms and provisions at the principal office of the
Trustee; provided, however, that payment of interest may be made at the option
of the Company by check mailed to the registered holder at such address as shall
appear in the Register. Notwithstanding the foregoing, so long as the registered
holder of any Junior Subordinated Debentures is the Property Trustee, the
payment of the principal of and interest (including Additional interest, Special
Interest and Additional Tax Sums, if any) on such Junior Subordinated Debentures
held by the Property Trustee will be made at such place, or by wire transfer of
immediately available funds to such account, as may be designated by the
Property Trustee. The Register for the Junior Subordinated Debentures shall be
kept at the principal office of the Trustee and the Trustee is hereby appointed
registrar for the Junior Subordinated Debentures.
(b) The Junior Subordinated Debentures may be transferred or exchanged
only in minimum denominations of $100,000 and integral multiples of $1,000 in
excess thereof, and any attempted transfer, sale or other disposition of Junior
Subordinated Debentures in a denomination of less than $100,000 shall be deemed
to be void and of no legal effect whatsoever. Any such transferee shall be
deemed not to be the holder of such Junior Subordinated Debentures for any
purpose, including but not limited to the receipt of payments in respect of such
Junior Subordinated Debentures and such transferee shall be deemed to have no
interest whatsoever in such Junior Subordinated Debentures.
2.4 EXCHANGE AND REGISTRATION OF TRANSFER OF JUNIOR SUBORDINATED
DEBENTURES; RESTRICTIONS ON TRANSFERS; DEPOSITARY. If distributed to holders of
Capital Securities pursuant to Section 9.4 of the Trust Agreement, the Junior
Subordinated Debentures will be issued to such holders in the same form as the
Capital Securities that such Junior Subordinated Debentures replace in
accordance with the following procedures:
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(a) So long as Junior Subordinated Debentures are eligible for book-
entry settlement with the Depositary, or unless required by law, all Junior
Subordinated Debentures that are so eligible will be represented by one or more
Junior Subordinated Debentures in global form (a "Global Debenture") registered
in the name of the Depositary or the nominee of the Depositary. Except as
provided in Section 2.4(i) below, beneficial owners of a Global Debenture shall
not be entitled to have Definitive Debenture Certificates registered in their
names, will not receive or be entitled to receive physical delivery of
Definitive Debenture Certificates and will not be registered holders of such
Global Debentures; provided, however, that a Definitive Debenture Certificate
shall be issued upon any transfer of a beneficial interest in a Global Private
Debenture to the Company or an Affiliate of the Company and no Definitive
Debenture Certificate, or portion thereof, in respect of which the Company or an
Affiliate of the Company held any beneficial interest shall be resold,
retransferred or included in any Private Global Security until such Private
Debenture is freely tradeable in accordance with Rule 144(k) or exchanged for an
Exchange Debenture.
(b) The transfer and exchange of beneficial interests in Global
Debentures shall be effected through the Depositary in accordance with the
Indenture and the procedures and standing instructions of the Depositary and the
Trustee shall make appropriate endorsements to reflect increases or decreases in
principal amounts of such Global Debentures.
(c) Private Debentures that are distributed in replacement of Private
Capital Securities represented by a 144A Global Security will be represented by
a global Private Debenture (a "144A Global Debenture"). Transfers of beneficial
interests in a 000X Xxxxxx Xxxxxxxxx will be subject to comparable restrictions
on transfer as those contained in the Private Placement Legend and the Minimum
Transfer Legend.
(d) Private Debentures that are distributed in replacement of Private
Capital Securities represented by a Regulation S Global Security will be
represented by a global Private Debenture (a "Regulation S Global Debenture",
and together with the 000X Xxxxxx Xxxxxxxxx, the "Global Private Debenture").
Prior to the expiration of the Restricted Period, interests in a Regulation S
Global Debenture may only be held by the Depositary's participants in the name
of a nominee of Euroclear and CEDEL. After the expiration of the Restricted
Period, transfers of beneficial interests in a Regulation S Global Debenture
will not be subject to any restrictions other than the restrictions contained in
the Minimum Transfer Legend. After the expiration of the Restricted Period,
beneficial interests in the Regulation S Global Debenture may be held by the
Depositary's participants other than in the name of a nominee of Euroclear and
CEDEL.
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(e) Private Debentures that are distributed in replacement of
Definitive Capital Securities Certificates will be represented by Definitive
Debenture Certificates and transfers will be subject to the Private Placement
Legend, the Minimum Transfer Legend and the requirements of Sections 2.4(g)(i)
or (g)(ii). The Private Placement legend shall be removed after the expiration
of (i) with respect to the Debentures initially resold in reliance on Regulation
S, the Restricted Period or (ii) with respect to the Debentures initially resold
to Institutional Accredited Investors or Qualified Institutional Buyers, the
holding period applicable to sales of the Debentures under Rule 144(k) under the
Securities Act or, in any case, such earlier time as a transfer of such
Debentures is made pursuant to an effective registration statement under the
Securities Act.
(f) Exchange Debentures that are distributed in replacement of
Exchange Capital Securities will be represented by a Global Debenture or in such
other form as the Trustee may direct and will bear the Minimum Transfer Legend.
(g) Unless and until the earlier of (i) the date upon which Private
Debentures are exchanged for Exchange Debentures or (ii) the Transfer
Restriction Termination Date:
(i) Definitive to Definitive Transfers. Any transfer
of a Definitive Debenture Certificate shall be registered upon
the Register only upon receipt by the Trustee of such Definitive
Debenture Certificate accompanied by a duly completed and
executed assignment in the form of Exhibit A-1 and, in the case
of a transfer to an Institutional Accredited Investor, upon the
receipt by the Trustee of a written certificate in the form of
Exhibit B (or other certificates, legal opinions or other
information as the Company may reasonably request to confirm that
such transfer is exempt from the registration requirements of the
Securities Act);
(ii) Definitive into a 000X Xxxxxx Xxxxxxxxx or a
Regulation S Global Debenture. So long as Private Debentures are
eligible for book-entry settlement with the Depositary or unless
otherwise required by law, upon any transfer of a Definitive
Debenture Certificate to a QIB in accordance with Rule 144A or to
a non-U.S. Person in accordance with Regulation S, and upon
receipt of the Definitive Debenture Certificate being so
transferred, accompanied by (i) a duly completed and executed
assignment in the form attached hereto as Exhibit A-1 and (ii)(x)
in the case of a transferee taking delivery in the form of a
beneficial interest in a 000X Xxxxxx Xxxxxxxxx, a written
certificate in the form of Exhibit D or
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(y) in the case of a transferee taking delivery in the form of a
beneficial interest in a Regulation S Global Debenture, a written
certificate in the form of Exhibit C, the Trustee, on behalf of
the Trust, shall make an endorsement on any 000X Xxxxxx Xxxxxxxxx
or any Regulation S Global Debenture, as the case may be, to
reflect an increase in such Global Debenture and the Trustee, on
behalf of the Trust, shall cancel such Definitive Debenture
Certificate;
(iii) 000X Xxxxxx Xxxxxxxxx into Regulation S Global
Debenture. Any transfer in accordance with Rule 904 of Regulation
S of a beneficial interest in a 000X Xxxxxx Xxxxxxxxx to a
transferee that takes delivery in the form of a beneficial
interest in a Regulation S Global Debenture shall be reflected by
an increase in a Regulation S Global Debenture and a
corresponding decrease in the 000X Xxxxxx Xxxxxxxxx only upon
receipt by the Trustee of a written certificate in the form of
Exhibit C (or such other certifications, legal opinions or other
information as the Company may reasonably request to confirm that
such transfer is being made pursuant to Rule 904); and
(iv) Regulation S Global Debenture into 000X Xxxxxx
Xxxxxxxxx. Any transfer of a beneficial interest in a Regulation
S Global Debenture to a transferee that takes delivery in the
form of a beneficial interest in a 000X Xxxxxx Xxxxxxxxx shall be
reflected by an increase in the 000X Xxxxxx Xxxxxxxxx and a
corresponding decrease in the Regulation S Global Debenture and,
prior to the expiration of the Restricted Period, only upon
receipt by the Trustee of a written certificate in the form of
Exhibit D (or such other certifications, legal opinions or other
information as the Company may reasonably require).
(h) Any Global Debenture may be endorsed with or have incorporated in
the text thereof such legends or recitals or changes not inconsistent with the
provisions of the Indenture as may be required by the Depositary, by any
national securities exchange or by the National Association of Securities
Dealers, Inc. in order for the Private Debentures to be tradeable (subject to
applicable principles of federal securities law) on the PORTAL Market or as may
be required for the Private Debentures to be tradeable on any other market
developed for trading of securities pursuant to Rule 144A or required to comply
with any applicable law or any regulation thereunder or with the rules and
regulations of any securities exchange upon which the Junior Subordinated
Debentures may be listed or traded (subject to applicable principles of federal
securities law), or to conform with any usage with respect
10
thereto, or to indicate any special limitations or restrictions to which any
particular Junior Subordinated Debentures are subject.
(i) Notwithstanding any other provisions of the Indenture (other than
the provisions set forth in this Section 2.4(i)), a Global Debenture may not be
exchanged in whole or in part for Junior Subordinated Debentures registered, and
no transfer of a Global Debenture may be registered, in the name of any person
other than the Depositary or a nominee thereof unless (i) such Depositary (A)
has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Debenture or (B) has ceased to be a clearing agency
registered as such under the Exchange Act and no successor Depositary has been
appointed by the Company within 90 days after its receipt of such notice or its
becoming aware of such ineligibility, (ii) there shall have occurred and be
continuing an Event of Default, or any event which after notice or lapse of time
or both would be an Event of Default under the Indenture, with respect to such
Debenture, or (iii) the Company, in its sole discretion, instructs the Trustee
to exchange such Global Debenture for a Junior Subordinated Debenture that is
not a Global Debenture (in which case such exchange shall be effected by the
Trustee).
The Depositary shall be a clearing agency registered under the Exchange
Act. The Company initially appoints The Depository Trust Company to act as
Depositary with respect to the Global Debentures. Initially, any Global
Debentures shall be registered in the name of Cede & Co., as the nominee of the
Depositary, and deposited with the Trustee as custodian for Cede & Co.
Definitive Junior Subordinated Debentures issued in exchange for all or a
part of a Global Debenture pursuant to this Section 2.4(i) shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. Upon execution and authentication, the Trustee shall
deliver such definitive Junior Subordinated Debentures to the person in whose
names such definitive Junior Subordinated Debentures are so registered.
So long as Junior Subordinated Debentures are represented by one or more
Global Debentures, (i) the registrar for the Junior Subordinated Debentures and
the Trustee shall be entitled to deal with the clearing agency for all purposes
of the Indenture relating to such Global Debentures as the sole holder of the
Junior Subordinated Debentures evidenced by such Global Debentures and shall
have no obligations to the holders of beneficial interests in such Global
Debentures; and (ii) the rights of the holders of beneficial interests in such
Global Debentures shall be exercised only through the clearing agency and shall
be limited
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to those established by law and agreements between such holders and the clearing
agency and/or the participants in the clearing agency.
At such time as all interests in a Global Debenture have been redeemed,
exchanged, repurchased or canceled, such Global Debenture shall be, upon receipt
thereof, canceled by the Trustee in accordance with standing procedures and
instructions of the Depositary. At any time prior to such cancellation, if any
interest in a Global Debenture is exchanged for definitive Junior Subordinated
Debentures, prepaid by the Company pursuant to Article 3 or canceled, or
transferred for part of a Global Debenture, the principal amount of such Global
Debenture shall, in accordance with the standing procedures and instructions of
the Depositary be reduced or increased, as the case may be, and an endorsement
shall be made on such Global Debenture by, or at the direction of, the Trustee
to reflect such reduction or increase.
2.5 INTEREST.
(a) Each Junior Subordinated Debenture will bear interest at the rate
of 7.83% per annum (the "Coupon Rate") from December 8, 1997 until the principal
thereof becomes due and payable, and will bear interest on any overdue principal
at the Coupon Rate and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the
Coupon Rate ("Additional Interest"), compounded semiannually, payable (subject
to the provisions of Article 4) semiannually in arrears on the 1st day of
December and June of each year (each, an "Interest Payment Date"), commencing on
June 1, 1998, to the Person in whose name such Junior Subordinated Debenture is
registered, subject to certain exceptions, at the close of business on the
Record Date next preceding such Interest Payment Date. The "Record Date" for
payment of interest will be the Business Day next preceding the Interest Payment
Date, unless such Junior Subordinated Debenture is registered to a holder other
than the Property Trustee or a nominee of the Depositary, in which case the
Record Date for payment of interest will be the fifteenth day of the calendar
month next preceding the applicable Interest Payment Date or, if such fifteenth
day of the month is not a Business Day, then the Business Day next preceding
such day. Until liquidation, if any, of the Trust, each Junior Subordinated
Debenture will be held in the name of the Property Trustee in trust for the
benefit of the holders of the Trust Securities.
(b) The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. In the event that any date
on which interest is payable on the Junior Subordinated Debentures is not a
Business Day, then payment of interest payable on such date will be made on the
next succeeding day which is a Business Day (and without any interest or other
payment in respect of any
12
such delay), in each case with the same force and effect as if made on the date
such payment was originally payable.
(c) If the Company does not comply with certain of its obligations
under the Registration Rights Agreements, the Private Debentures shall, in
accordance with Section 2(c) of the Capital Securities Exchange and Registration
Rights Agreement and Section 2(c) of the Debenture Exchange and Registration
Rights Agreement, bear additional interest ("Special Interest") in addition to
the interest provided for in Section 2.5(a) at a rate per annum specified in
such agreements.
(d) The Company will also pay any Additional Tax Sums as additional
distributions on the Junior Subordinated Debentures if the Trust is required to
pay any additional taxes, duties or other governmental charges as a result of a
Tax Event.
ARTICLE III
PREPAYMENT OF THE JUNIOR SUBORDINATED DEBENTURES
3.1 TAX EVENT OR INVESTMENT COMPANY EVENT PREPAYMENT. If a Tax Event or
Investment Company Event shall occur and be continuing, the Company may, at its
option, prior to the Initial Optional Prepayment Date (as defined herein)
notwithstanding Section 3.2(a) but subject to Section 3.2(b), prepay the Junior
Subordinated Debentures in whole (but not in part) within 90 days of the
occurrence of such Tax Event or Investment Company Event at a prepayment price
(the "Event Prepayment Price") equal to the greater of (i) 100% of the principal
amount of such Junior Subordinated Debentures or (ii) as determined by the
Quotation Agent, an amount equal to the sum of the present values of the
Optional Prepayment Price (as defined below) that would be payable on the
Initial Optional Prepayment Date together with the present values of scheduled
payments of interest from the prepayment date to the Initial Optional Prepayment
Date (such period, the "Term To Initial Optional Prepayment Date"), in each
case, discounted to the prepayment date on a semi-annual basis (consisting of a
360-day year of twelve 30-day months) at the Adjusted Treasury Rate, plus, in
each case, accrued interest thereon to but excluding the prepayment date. The
Company shall give the Trustee notice of the amount of the Event Prepayment
Price promptly after the calculation thereof.
3.2 OPTIONAL PREPAYMENT BY COMPANY.
(a) Subject to the provisions of this Article Three, the Company shall
have the right to prepay the Junior Subordinated
13
Debentures, in whole or in part, at any time on or after December 1, 2007 (the
"Initial Optional Prepayment Date"), at the optional prepayment prices set forth
below (expressed as percentages of outstanding principal amount of the Junior
Subordinated Debentures to be prepaid), plus, in each case, accrued and unpaid
interest thereon to the applicable date of prepayment (the "Optional Prepayment
Price") if prepaid during the 12-month period beginning on December 1 of the
years indicated below.
Year Percentage
---- ----------
2007........................... 103.915%
2008........................... 103.524%
2009........................... 103.132%
2010........................... 102.741%
2011........................... 102.349%
2012........................... 101.958%
2013........................... 101.566%
2014........................... 101.174%
2015........................... 100.783%
2016........................... 100.391%
2017 and thereafter............ 100.000%
If the Junior Subordinated Debentures are only partially prepaid pursuant
to this Section 3.2, the Junior Subordinated Debentures will be prepaid pro rata
--- ----
or by lot or by any other method utilized by the Trustee. The Optional
Prepayment Price shall be paid prior to 2:00 p.m., New York City time, on the
date of such prepayment, provided that the Company shall deposit with the
Trustee an amount sufficient to pay the Optional Prepayment Price by 11:00 a.m.,
New York City time, on the date such Optional Prepayment Price is to be paid.
(b) Notwithstanding the first sentence of Section 3.2, in the event
that a Tax Event or an Investment Company Event shall have occurred and be
continuing, the Junior Subordinated Debentures thereafter will be subject to
optional prepayment, in whole only, but not in part, on or after the Initial
Optional Prepayment Date, at the optional prepayment prices set forth in this
Section 3.2 and otherwise in accordance with this Article III.
3.3 NOTICE OF PREPAYMENT. Subject to Article Three of the Base Indenture,
notice of any prepayment pursuant to this Article Three will be mailed at least
20 days but not more than 60 days before the prepayment date to each holder of
Junior Subordinated Debentures to be prepaid at such holder's registered
address. Unless the Company defaults in payment of the Event Prepayment Price,
on and after the prepayment date interest shall cease to accrue on such Junior
Subordinated Debentures called for prepayment.
14
ARTICLE IV
EXTENSION OF INTEREST PAYMENT PERIOD
4.1 EXTENSION OF INTEREST PAYMENT PERIOD. So long no Event of Default
under Section 6.1 of the Base Indenture has occurred and is continuing, the
Company shall have the right, subject to the provisions of Section 2.10 of the
Base Indenture, at any time during the term of the Junior Subordinated
Debentures, from time to time to defer the payment of interest by extending the
interest payment period of such Junior Subordinated Debentures for a period not
exceeding 10 consecutive semi-annual periods (an "Extension Period"), during
which Extension Period the Company shall have the right to make partial payments
of interest on any Interest Payment Date. No Extension Period shall end on a
date other than an Interest Payment Date or extend beyond the Stated Maturity of
the Junior Subordinated Debentures. To the extent permitted by applicable law,
interest, the payment of which has been deferred because of an Extension Period
imposed pursuant to this Section 4.1, will bear Additional Interest compounded
semi-annually. At the end of the Extension Period, the Company shall pay all
interest then accrued and unpaid on the Junior Subordinated Debentures,
including any Additional Interest, Special Interest and Additional Tax Sums, if
applicable, to the holders of the Junior Subordinated Debentures in whose names
the Junior Subordinated Debentures are registered in the Register on the first
Record Date preceding the end of the Extension Period. Before the termination of
any Extension Period, the Company may further extend such Extension Period,
provided that such period together with all such further extensions thereof
shall not exceed 10 consecutive semi-annual periods, or extend beyond the Stated
Maturity. At any time following the termination of any Extension Period and upon
the payment of any accrued and unpaid Additional Interest, Special Interest and
Additional Tax Sums, if applicable, then due, the Company may elect to begin a
new Extension Period, subject to the foregoing requirements. No interest shall
be due and payable during an Extension Period, except at the end thereof.
During any such Extension Period, the Company shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock or (ii)
make any payment of principal of or interest on or repay, repurchase or redeem
any debt securities of the Company that rank on a parity with or junior to this
Debenture or make any guarantee payments with respect to any DRI Guarantee or
other guarantee by the Company of the debt securities of any Subsidiary of the
Company that by its terms ranks on a parity with or junior to this Debenture
(other than (a) dividends or distributions in Common Stock, (b) any declaration
of
15
a dividend in connection with the implementation of a Rights Plan, the issuance
of any Capital Stock or any class or series of preferred stock of the Company
under any Rights Plan or the redemption or repurchase of any rights distributed
pursuant to a Rights Plan, (c) payments under any DRI Guarantee relating to the
Preferred Securities issued by the DRI Trust holding the Junior Subordinated
Debentures, and (d) purchases of Common Stock related to the issuance of Common
Stock or rights under any of the Company's benefit plans for its directors,
officers, employees, consultants or advisors).
4.2 NOTICE OF EXTENSION.
(a) If the Property Trustee is the only registered holder of the
Junior Subordinated Debentures at the time the Company elects to begin or extend
an Extension Period, the Company shall give written notice to the Property
Trustee, the Administrative Trustees and the Trustee of its election to begin or
extend any Extension Period at least five Business Days prior to the earlier of
(i) the next succeeding date on which Distributions on the Capital Securities
issued by the Trust would have been payable but for the election to begin or
extend such Extension Period or (ii) subject to applicable principles of federal
securities law, the date the Administrative Trustees are required to give notice
to any securities exchange or other applicable self-regulatory organization or
to holders of such Capital Securities of the record date or the date such
Distributions are payable, but in any event not less than five Business Days
prior to such record date. An Administrative Trustee shall give notice of the
Company's election to begin or extend an Extension Period to the holders of such
Capital Securities.
(b) If the Property Trustee is not the only holder of the Junior
Subordinated Debentures at the time the Company elects to begin or extend an
Extension Period, the Company shall give the holders of the Junior Subordinated
Debentures, the Administrative Trustees and the Trustee written notice of its
election to begin or extend such Extension Period at least 10 Business Days
prior to the earlier of (i) the next succeeding Interest Payment Date or (ii)
subject to applicable principles of federal securities law, the date the Company
is required to give notice of the record or payment date of such interest
payment to any applicable self-regulatory organization or to holders of the
Junior Subordinated Debentures.
(c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this Section 4.2 shall be counted as one of the 10
consecutive semi-annual periods permitted in the maximum Extension Period
permitted under Section 4.1.
16
ARTICLE V
EXPENSES
5.1 PAYMENT OF EXPENSES. In connection with the offering, sale and
issuance of the Junior Subordinated Debentures to the Property Trustee and in
connection with the offering, sale and issuance of the Trust Securities by the
Trust, the Company, in its capacity as borrower with respect to the Junior
Subordinated Debentures, shall:
(a) pay all costs and expenses relating to the offering, sale and
issuance of the Junior Subordinated Debentures, including commissions to the
Initial Purchasers payable pursuant to the Purchase Agreement and compensation
of the Trustee under the Indenture in accordance with the provisions of Section
7.6 of the Base Indenture;
(b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
fees and expenses of the Property Trustee and the Delaware Trustee, the costs
and expenses relating to the operation of the Trust, including without
limitation, costs and expenses of accountants, attorneys, statistical or
bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, paying agent(s), registrar(s), transfer agent(s),
duplicating, travel and telephone and other telecommunications expenses and
costs and expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets);
(c) pay all costs and expenses related to the enforcement by the
Property Trustee of the rights of the registered holders of the Capital
Securities;
(d) be primarily liable for any indemnification obligations arising
with respect to the Trust Agreement and the Purchase Agreement; and
(e) pay any and all taxes and all liabilities, costs and expenses with
respect to such taxes of the Trust (but not including withholding taxes imposed
on holders of Capital Securities or Common Securities of the Trust).
5.2 PAYMENT UPON RESIGNATION OR REMOVAL. Upon termination of this First
Supplemental Indenture or the Base Indenture or the removal or resignation of
the Trustee pursuant to Section 7.10 of the Base Indenture, the Company shall
pay to the Trustee all amounts owed to it under Section 7.6 of the Base
Indenture accrued to the date of such termination, removal or resignation. Upon
termination of the Trust
17
Agreement or the removal or resignation of the Delaware Trustee or the Property
Trustee, as the case may be, pursuant to Section 8.10 of the Trust Agreement,
the Company shall pay to the Delaware Trustee or the Property Trustee, and their
respective counsel, as the case may be, all amounts owed to them under Section
8.7 of the Trust Agreement accrued to the date of such termination, removal or
resignation.
ARTICLE VI
FORM OF JUNIOR SUBORDINATED DEBENTURE
6.1 FORM OF JUNIOR SUBORDINATED DEBENTURE. The Junior Subordinated
Debentures and the Trustee's Certificate of Authentication to be endorsed
thereon are to be substantially in the form attached hereto as Exhibit A.
ARTICLE VII
ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES
7.1 ORIGINAL ISSUE OF JUNIOR SUBORDINATED DEBENTURES.
(a) Junior Subordinated Debentures in the aggregate principal amount
of up to $257,732,000 may be executed by the Company and delivered to the
Trustee for authentication by it, and the Trustee shall thereupon authenticate
and deliver said Junior Subordinated Debentures to or upon the written order of
the Company, signed by its Chairman of the Board, any Vice Chairman of the
Board, the Chief Executive Officer, the President, or any Vice President
(whether or not designated by a number or word or words added before or after
the title Vice President) and by its Treasurer, an Assistant Treasurer, the
Controller, its Corporate Secretary or an Assistant Corporate Secretary, without
any further corporate action by the Company as follows: (i) $257,732,000
aggregate principal amount of Private Debentures to be originally issued on the
Closing Date (as defined in the Purchase Agreement) and (ii) $257,732,000
aggregate principal amount of Exchange Debentures to be issued upon surrender of
and in exchange for the Private Debentures pursuant to Section 8.1.
(b) Each Exchange Debenture shall be issued only upon surrender of and
in exchange for a like aggregate principal amount of Private Debentures and any
Private Debentures surrendered in exchange for Exchange Debentures shall be
canceled. Accordingly, the aggregate principal amount of Private Debentures and
Exchange Debentures that may be outstanding at any time shall not exceed
$257,732,000.
18
ARTICLE VIII
EXCHANGE OF SECURITIES
8.1 MANDATORY TENDER IN EXCHANGE OFFER. The Junior Subordinated
Debentures will not be convertible into any other securities or property of the
Company. The Junior Subordinated Debentures may not be exchanged for Securities
of any other series, except that if the Company effects an exchange offer
pursuant to Section 2(a) of the Debenture Exchange and Registration Rights
Agreement and, if pursuant to such exchange offer, the Company offers to
exchange any Private Debentures for Exchange Debentures, then, to the extent
permitted by law, each holder of the Private Debentures shall be obligated to
tender all the Private Debentures held by such holder in exchange for a like
principal amount of the Exchange Debentures in accordance with the Company's
instructions.
ARTICLE IX
MISCELLANEOUS
9.1 RATIFICATION OF INDENTURE; FIRST SUPPLEMENTAL INDENTURE CONTROLS. The
Indenture, as supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and this First Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided. The provisions of this First Supplemental Indenture shall supersede
the provisions of the Indenture to the extent the Indenture is inconsistent
herewith.
9.2 TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals herein contained
are made by the Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this First Supplemental Indenture.
9.3 GOVERNING LAW. This First Supplemental Indenture and each Junior
Subordinated Debenture shall be deemed to be a contract made under the internal
laws of the State of New York, and for all purposes shall be governed by and
construed in accordance with the laws of said State, without regard to the
conflicts of law principles thereof.
9.4 SEPARABILITY. In case any one or more of the provisions contained in
this First Supplemental Indenture or in the Junior Subordinated Debentures shall
for any reason be held to be invalid,
19
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this First
Supplemental Indenture or of the Junior Subordinated Debentures, but this First
Supplemental Indenture and the Junior Subordinated Debentures shall be construed
as if such invalid or illegal or unenforceable provision had never been
contained herein or therein.
9.5 COUNTERPARTS. This First Supplemental Indenture may be executed in
any number of counterparts each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
20
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed as of the date first above written.
DOMINION RESOURCES, INC.
By: /s/ Xxxxx X. Xxxxx, Xx.
------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Executive Vice President
THE CHASE MANHATTAN BANK, AS TRUSTEE
By: /s/ X. XxXxxxxxx
-------------------------------
Name: X. XxXxxxxxx
Title: Vice President
21
EXHIBIT A
(FORM OF FACE OF JUNIOR SUBORDINATED DEBENTURE)
[If the Debenture is to be a Global Debenture, insert the following--THIS
DEBENTURE IS A GLOBAL DEBENTURE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS DEBENTURE IS EXCHANGEABLE FOR JUNIOR SUBORDINATED DEBENTURES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
DEBENTURE (OTHER THAN A TRANSFER OF THIS DEBENTURE AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN
SUCH LIMITED CIRCUMSTANCES.
UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE
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
HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.]
[Prior to Transfer Restriction Termination Date, INSERT the following in
Private Debentures--THE DEBENTURES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH HOLDER OF
THE DEBENTURES EVIDENCED HEREBY, AND EACH PERSON THAT ACQUIRES A BENEFICIAL
INTEREST IN SUCH DEBENTURES, (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B)
IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501
(a)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT) ("INSTITUTIONAL ACCREDITED
INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THE DEBENTURES
EVIDENCED HEREBY IN AN OFFSHORE TRANSACTION, (2) AGREES THAT IT WILL NOT, PRIOR
TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE DEBENTURES
EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR
PROVISION), OFFER, RESELL OR OTHERWISE TRANSFER THE DEBENTURES EVIDENCED HEREBY
EXCEPT (A) TO DOMINION
A-1
RESOURCES, INC. OR A SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D)
TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES
TO THE CHASE MANHATTAN BANK, AS PROPERTY TRUSTEE, A SIGNED LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER
OF THE DEBENTURES EVIDENCED HEREBY (THE FORM OF WHICH LETTER CAN BE OBTAINED
FROM SUCH TRUSTEE), (E) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) AND (G) IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE DEBENTURES EVIDENCED HEREBY ARE TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFEREE IS
AN INSTITUTIONAL ACCREDITED INVESTOR OR A TRANSFEREE TAKING DELIVERY IN THE FORM
OF BENEFICIAL INTERESTS IN A GLOBAL SECURITY [If the Debenture is to be a Global
Debenture, insert the following--OTHER THAN THE SECURITY ON WHICH THIS LEGEND IS
ATTACHED], THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE CHASE
MANHATTAN BANK, AS PROPERTY TRUSTEE, SUCH CERTIFICATIONS OR OTHER INFORMATION AS
DOMINION RESOURCES, INC. MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED
AFTER THE EXPIRATION OF (I) WITH RESPECT TO DEBENTURES INITIALLY RESOLD IN
RELIANCE ON REGULATION S, THE RESTRICTED PERIOD OR (II) WITH RESPECT TO
DEBENTURES INITIALLY RESOLD TO INSTITUTIONAL ACCREDITED INVESTORS OR QUALIFIED
INSTITUTIONAL BUYERS, THE HOLDING PERIOD APPLICABLE TO SALES OF THE DEBENTURES
EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT OR, IN ANY CASE,
SUCH EARLIER TIME AS A TRANSFER OF THE DEBENTURES EVIDENCED HEREBY IS MADE
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT. AS
USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "RESTRICTED PERIOD," "UNITED
STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER
THE SECURITIES ACT.]
THE DEBENTURES EVIDENCED HEREBY WILL BE ISSUED, AND MAY BE TRANSFERRED,
ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. ANY
TRANSFER, SALE OR OTHER DISPOSITION OF SUCH DEBENTURES IN A BLOCK HAVING A
PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO
LEGAL EFFECT WHATSOEVER. ANY SUCH TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH DEBENTURES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO THE
RECEIPT OF PAYMENTS IN RESPECT OF SUCH DEBENTURES, AND SUCH TRANSFEREE SHALL BE
DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH DEBENTURES.
A-2
[INSERT the following in Private Debentures -- THE HOLDER HEREOF, BY ITS
ACCEPTANCE OF THIS DEBENTURE, IS DEEMED TO HAVE AGREED TO BE BOUND BY THE
PROVISIONS OF THE DEBENTURE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT.]
NUMBER R-1 [up to]/1/ $257,732,000
DOMINION RESOURCES, INC. 7.83% JUNIOR SUBORDINATED
DEFERRABLE INTEREST DEBENTURE
DUE DECEMBER 1, 2027
Dated:__________________ CUSIP NO: ___________________]
Registered Holder:
DOMINION RESOURCES, INC., a corporation duly organized and existing under
the laws of the Commonwealth of Virginia (herein referred to as the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to the Registered
Holder named above, the principal sum [of ___________________________
Dollars($__________))]/2/ [specified in the Schedule annexed hereto]/3/ on
December 1, 2027, in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private debt.
The Company further promises to pay to the registered Holder hereof as
hereinafter provided (a) interest on said principal sum (subject to deferral as
set forth herein) at the rate per annum specified in the title of this debenture
(the "Debenture"), in like coin or currency, semiannually in arrears on the 1st
day of June and December (each an "Interest Payment Date") commencing June 1,
1998, from the Interest Payment Date next preceding the date hereof to which
interest has been paid or duly provided for (unless (i) no interest has yet been
paid or duly provided for on this Debenture, in which case from December 8,
1997, or (ii) the date hereof is before an Interest Payment Date but after the
related Record Date (as defined below), in which case from such following
Interest Payment Date; provided, however, that if the Company shall default in
payment of the interest due on such following Interest Payment Date, then from
the next preceding Interest Payment Date to which interest has been paid or duly
provided for), until the principal hereof is paid or duly provided for, plus (b)
Additional Interest, as defined in the Indenture, to the extent permitted by
applicable law, on any interest payment that is not made on the applicable
Interest Payment Date, which shall accrue at the rate per annum specified in the
title of this Debenture, compounded semiannually, plus (c) Special Interest, to
the extent described below.
__________________
/1/ Insert in Global Debentures.
/2/ Insert in all Junior Subordinated Debentures other than Global
Debentures.
/3/ Insert in Global Debentures.
A-3
Interest Payment Date but after the related Record Date (as defined below), in
which case from such following Interest Payment Date; provided, however, that if
the Company shall default in payment of the interest due on such following
Interest Payment Date, then from the next preceding Interest Payment Date to
which interest has been paid or duly provided for), until the principal hereof
is paid or duly provided for, plus (b) Additional Interest, as defined in the
Indenture, to the extent permitted by applicable law, on any interest payment
that is not made on the applicable Interest Payment Date, which shall accrue at
the rate per annum specified in the title of this Debenture, compounded
semiannually, plus (c) Special Interest, to the extent described below.
The interest so payable will, subject to certain exceptions provided in the
Indenture hereinafter referred to, be paid to the person in whose name this
Debenture is registered at the close of business on the Record Date next
preceding such Interest Payment Date. The Record Date shall be the Business Day
next preceding the Interest Payment Date, unless this Debenture is registered to
a holder other than the Property Trustee or a nominee of The Depository Trust
Company, in which case the Record Date will be the fifteenth day of the calendar
month next preceding such Interest Payment Date or, if such fifteenth day is not
a Business Day, then the Business Day next preceding such day. This Debenture
may be presented for payment of principal and interest at the principal
corporate trust office of The Chase Manhattan Bank, as paying agent for the
Company, maintained for that purpose in the Borough of Manhattan, The City of
New York; provided, however, that payment of interest may be made at the option
of the Company (i) by check mailed to such address of the person entitled
thereto as the address shall appear on the Register of the Debentures or (ii) by
transfer to an account maintained by the Person entitled thereto as specified in
the Register, provided that proper transfer instructions have been received by
the Record Date. Interest on the Debenture will be computed on the basis of a
360-day year of twelve 30-day months.
So long as no Event of Default has occurred and is continuing, the Company
shall have the right at any time during the term of this Debenture from time to
time to defer payment of interest on this Debenture, for up to 10 consecutive
semiannual interest payment periods with respect to each deferral period (each
an "Extension Period"), during which Extension Periods the Company shall have
the right to make partial payments of interest on any Interest Payment Date;
provided, however, that no Extension Period shall end on a date other than an
Interest Payment Date or extend beyond December 1, 2027. At the end of each
Extension Period, the Company shall pay all interest then accrued and unpaid
(together with any Additional Interest thereon to the extent permitted by
applicable law, Special Interest, and Additional Tax Sums, if applicable).
During any such Extension Period, the Company shall not,
A-4
and shall cause any Subsidiary of the Company not to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's Capital Stock (which
includes Common Stock and preferred stock) or (ii) make any payment of principal
of or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Company that rank on a parity with or junior to this Debenture
or make any guarantee payments with respect to any DRI Guarantee or other
guarantee by the Company of the debt securities of any Subsidiary of the Company
that by its terms ranks on a parity with or junior to this Debenture (other than
(a) dividends or distributions in Common Stock, (b) any declaration of a
dividend in connection with the implementation of a Rights Plan, the issuance of
any Capital Stock or any class or series of preferred stock of the Company under
any Rights Plan or the redemption or repurchase of any rights distributed
pursuant to a Rights Plan, (c) payments under any DRI Guarantee relating to the
Preferred Securities issued by the DRI Trust holding this Debenture, and (d)
purchases of Common Stock related to the issuance of Common Stock or rights
under any of the Company's benefit plans for its directors, officers, employees,
consultants or advisors). Prior to the termination of any such Extension Period,
the Company may further extend such Extension Period; provided, however, that no
Extension Period shall exceed 10 consecutive semiannual periods or extend beyond
December 1, 2027. At any time following the termination of any Extension Period
and the payment of all accrued and unpaid interest (together with any Additional
Interest, Special Interest and Additional Tax Sums, if applicable) then due, the
Company may elect to begin a new Extension Period, subject to the above
requirements. No interest shall be due and payable during an Extension Period
except at the end thereof. If the Property Trustee is the only registered holder
of the Debentures of this series, the Company shall give written notice to the
Property Trustee and the Trustee of its election to begin or extend any
Extension Period at least five Business Days prior to the earlier of (i) the
next succeeding date on which Distributions on the Capital Securities issued by
the relevant DRI Trust would have been payable but for the election to begin or
extend such Extension Period or (ii) the date the Administrative Trustees are
required to give notice to any securities exchange or other applicable self-
regulatory organization or to holders of such Capital Securities of the record
date or the date such Distributions are payable, but in any event not less than
five Business Days prior to such record date. An Administrative Trustee shall
give notice of the Company's election to begin or extend an Extension Period to
the holders of such Capital Securities. If the Property Trustee is not the only
holder of the Debentures of this series at the time the Company elects to begin
or extend an Extension Period, the Company shall give the holders of the
Debentures of this series and the Trustee written notice of its election to
begin or extend such Extension Period at least 10 Business Days prior to the
earlier of (i) the next
A-5
succeeding Interest Payment Date or (ii) the date the Company is required to
give notice of the record or payment date of such interest payment to any
applicable self-regulatory organization or to holders of the Debentures of this
series.
This Debenture is issued pursuant to an Indenture, dated as of December 1,
1997, between the Company, as issuer, and The Chase Manhattan Bank, a New York
banking corporation, as trustee, as supplemented by a First Supplemental
Indenture dated as of December 1, 1997 (as further supplemented or amended from
time to time, the "Indenture"). Reference is made to the Indenture for a
description of the respective rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the word
"Holder" or "Holders" meaning the registered holder or registered holders) of
the Debentures. Capitalized terms used herein but not defined herein shall have
the respective meanings assigned thereto in the Indenture. By acceptance of
this Debenture, the Holder hereof agrees to be bound by the provisions of the
Indenture.
The Debentures of this series are limited to the aggregate principal amount
of Two Hundred and Fifty-Seven Million and Seven Hundred and Thirty-Two Thousand
Dollars ($257,732,000).
The Debentures evidenced by this Certificate may be transferred or
exchanged only in minimum denominations of $100,000 and integral multiples of
$1,000 in excess thereof, and any attempted transfer, sale or other disposition
of Debentures in a denomination of less than $100,000 shall be deemed to be void
and of no legal effect whatsoever.
The indebtedness of the Company evidenced by this Debenture, including the
principal hereof and interest hereon, is, to the extent and in the manner set
forth in the Indenture, subordinate and junior in right of payment to the
Company's obligations to Holders of Senior Indebtedness of the Company and each
Holder of this Debenture, by acceptance hereof, agrees to and shall be bound by
such provisions of the Indenture and all other provisions of the Indenture.
This Debenture shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee under the Indenture.
IN WITNESS WHEREOF, DOMINION RESOURCES, INC. has caused this instrument to
be signed, manually or in facsimile, by its Chairman of the Board, or its Chief
Executive Officer, or its President, or any Vice President and by its Treasurer
or an Assistant Treasurer or its Controller or its Corporate Secretary or an
Assistant Corporate Secretary under the corporate seal of Dominion Resources,
Inc.
A-6
DOMINION RESOURCES, INC.
By: ___________________________________
Name:
Title:
[SEAL]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities, of the series designated herein, referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By: ____________________________
Authorized Officer
A-7
REVERSE OF DEBENTURE
As provided in and subject to the provisions in the Indenture, the Company
shall have the right redeem this Debenture, in whole or in part, at any time on
or after December 1, 2007, at the Optional Prepayment Prices set forth below
(expressed as percentages of the principal amount to be prepaid) plus accrued
and unpaid interest thereon to the applicable date of prepayment if prepaid
during the 12-month period beginning on December 1, of the years indicated
below:
Year Percentage
---- ----------
2007 103.915%
2008 103.524%
2009 103.132%
2010 102.741%
2011 102.349%
2012 101.958%
2013 101.566%
2014 101.174%
2015 100.783%
2016 100.391%
2017 and thereafter 100.000%
In addition, upon the occurrence and during the continuation of a Tax Event
or Investment Company Event, the Company may, at its option, at any time, prior
to the Initial Optional Prepayment Date, within 90 days of the occurrence of
such Tax Event or Investment Company Event, redeem this Debenture in whole (but
not in part) at a prepayment price (the "Event Prepayment Price") equal to the
greater of (i) 100% of the principal amount hereof or (ii) as determined by a
Quotation Agent, the sum of the present values of the Optional Prepayment Price
that would be payable on the Initial Optional Prepayment Date, together with the
present values of scheduled payments of interest from the prepayment date to the
Initial Optional Prepayment Date, in each case discounted to the prepayment date
on a semi-annual basis at the Adjusted Treasury Rate, plus, in each case,
accrued interest thereon to but excluding the date of prepayment.
In the case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debentures 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.
A-8
Any consent or waiver by the Holder of this Debenture given as provided in
the Indenture (unless effectively revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued in exchange, registration of transfer, or
otherwise in lieu hereof irrespective of whether any notation of such consent or
waiver 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, at the
places, at the respective times, at the rate and in the coin or currency herein
prescribed.
If the Company does not comply with certain of its obligations under the
Registration Rights Agreements (as defined in the Indenture), this Debenture
shall bear additional interest ("Special Interest") at a rate per annum
specified in such Agreements, in addition to the interest provided for in
Section 2.5(a) of the First Supplemental Indenture to the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Debenture may be registered on the Register of the
Debentures of this series upon surrender of this Debenture for registration of
transfer at the offices maintained by the Company or its agent for such purpose,
duly endorsed by the Holder hereof or his attorney duly authorized in writing,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Securities registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, but without payment of any charge other
than a sum sufficient to reimburse the Company for any tax or other governmental
charge incident thereto. Upon any such registration of transfer, a new
Debenture or Debentures of authorized denomination or denominations for the same
aggregate principal amount will be issued to the transferee in exchange herefor.
Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, and any agent of the Company or the Trustee may deem
and treat the person in whose name this Debenture shall be registered upon the
Register of the Debentures of this series 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 due hereon and for all other purposes; and neither
the Company nor the Trustee nor any such agent shall be affected by any notice
to the contrary.
A-9
No recourse shall be had for the payment of the principal of or interest on
this Debenture, or for any claim based hereon or otherwise in respect hereof, or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any stockholder, officer, director or employee, as such, past, present
or future, of the Company or of any successor corporation, either directly or
through the Company, 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 a part of the consideration for
the issue hereof, expressly waived and released.
The Company and, by acceptance of this Debenture or a beneficial interest
in this Debenture, each holder hereof and any person acquiring a beneficial
interest herein, agree that for United States federal, state and local tax
purposes it is intended that this Debenture constitute indebtedness.
This Debenture shall be deemed to be a contract made under the laws of the
State of New York (without regard to conflicts of laws principles thereof) and
for all purposes shall be governed by, and construed in accordance with, the
laws of said State.
X-00
XXXXXXX X-0
[Prior to Transfer Restriction Termination Date, INSERT the following in Private
Debentures in Definitive form --]
FORM OF CERTIFICATE OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto
Please insert Social Security or other taxpayer identification number of
transferee:
_________________________________________________________________
_________________________________________________________________
(Name and Address of Transferee, including Zip Code, must be
printed or typewritten)
_________________________________________________________________
the within Junior Subordinated Deferrable Interest Debenture (the "Debenture")
and hereby irrevocably constitutes and appoints _________________________
attorney to transfer said Debenture on the Register of the Debentures, with full
power of substitution in the premises.
In connection with any transfer of the within Debenture occurring prior to such
date as restrictions on the transfer of such security imposed by the Securities
Act of 1933, as amended (the "Securities Act"), and the rules and regulations
thereunder shall be terminated in accordance with the Indenture, the undersigned
confirms that such Debenture is being transferred:
[___] To Dominion Resources, Inc. or a subsidiary thereof; or
[___] Pursuant to an effective registration statement under the
Securities Act; or
[___] Pursuant to and in compliance with Rule 144A under the Securities
Act; or
[___] Pursuant to and in compliance with Regulation S under the
Securities Act; or
A-1-1
[___] To an Institutional Accredited Investor pursuant to and in
compliance with the Securities Act; or
[___] Pursuant to and in compliance with Rule 144 under the Securities
Act:
and unless the box below is checked, the undersigned confirms that such
Debenture is not being transferred to an "affiliate" of Dominion Resources,
Inc., as defined in Rule 144 under the Securities Act (an "Affiliate"):
[___] The transferee is an Affiliate of Dominion Resources, Inc.
Date: ____________ , _____
___________________________________
___________________________________
Signature(s)
Signature(s) must be guaranteed by a commercial bank or trust company
or a member firm of a major stock exchange.
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within Junior Subordinated Deferrable Interest
Debenture in every particular, without alteration or enlargement or any change
whatever.
X-0-0
XXXXXXX X-0
[Following Transfer Restriction Termination Date, INSERT the following --]
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
Please insert Social Security or other
identifying number of assignee:
_________________________
_________________________________________________________________
(Name and Address of Assignee, including Zip Code,
must be printed or typewritten)
_________________________________________________________________
the within Junior Subordinated Deferrable Interest Debenture (the "Debenture"),
and all rights thereunder, hereby irrevocably constituting and appointing
___________________________________ Attorney to transfer said Debenture on the
Register of the Debentures, with full power of substitution in the premises.
Date:____________________
______________________________
______________________________
Signature(s)
Signature(s) must be guaranteed by a commercial bank or
trust company or a member firm of a major stock
exchange. NOTICE: The signature to this assignment must
correspond with the name as it appears upon the face of
the within Junior Subordinated Deferrable Interest
Debenture in every particular, without alteration or
enlargement or any change whatever.
X-0-0
XXXXXXX X-0
[For Global Debentures, INSERT the following --]
[FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL DEBENTURE
TO REFLECT CHANGES IN PRINCIPAL AMOUNT]
The initial principal amount evidenced by this Global Debenture is $__________.
Changes to Principal Amount of Global Debenture
--------------------------------------------------------------------------------
Principal Amount by
which this Global
Debenture is to be
Reduced or Increased, Remaining Principal
and Reason for Amount of this Notation
Date Reduction or Increase Global Debenture Made by
---- --------------------- ---------------- -------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
A-3-1
EXHIBIT B
FORM OF LETTER TO BE DELIVERED BY
INSTITUTIONAL ACCREDITED INVESTORS
The Chase Manhattan Bank, 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust Office
Dear Sirs and Mesdames:
We understand that the 7.83% Junior Subordinated Deferrable Interest
Debentures (the "Debentures") of Dominion Resources, Inc. ("Dominion Resources")
are being offered in a transaction not involving any public offering within the
United States within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"), and that the Debentures have not been registered under the
Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Debentures, that if, prior to the expiration of the
holding period applicable to sales of any Debenture under Rule 144(k) under the
Securities Act, we decide to offer, resell or otherwise transfer such Debenture,
such Debenture may be offered, resold or otherwise transferred only (i) to
Dominion Resources or a subsidiary thereof, (ii) pursuant to an effective
registration statement under the Securities Act, (iii) to a person who is a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act) in compliance with Rule 144A, (iv) to an Institutional Accredited Investor
(as defined below) that, prior to such transfer, furnishes to The Chase
Manhattan Bank, as trustee, a signed letter in the form hereof and such other
opinions and certifications that the Property Trustee may request, (v) outside
the United States in compliance with Rule 904 under the Securities Act or (vi)
pursuant to the exemption from registration provided by Rule 144 under the
Securities Act (if available) and (vii) in each case, in accordance with any
applicable securities laws of the States of the United States or any other
applicable jurisdiction and in accordance with the legends set forth on the
Debentures. We further agree to provide any person purchasing any of the
Debentures from us a notice advising such purchaser that resales of such
securities are restricted as stated herein. We understand that any Debentures
will be in the form of definitive physical certificates and that such
certificates will bear a legend reflecting the substance of this paragraph.
B-1
We confirm that:
(i) we are an "accredited investor" within the meaning of Rule
501(a)(1), (2) or (3) under the Securities Act or an entity in which all of the
equity owners are accredited investors within the meaning of Rule 501(a)(1), (2)
and (3) under the Securities Act (an "Institutional Accredited Investor");
(ii) (A) any acquisition of Debentures by us will be for our own account
or for the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a "bank,"
within the meaning of Section 3(a)(2) of the Securities Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Securities Act that is acquiring Debentures as fiduciary for the account of one
or more institutions for which we exercise sole investment discretion;
(iii) in the event that we acquire any Debentures, we will acquire
Debentures having a minimum purchase price of not less than $100,000 for our own
account or for any separate account for which we are acting;
(iv) we have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of an investment
in the Debentures;
(v) we are not acquiring Debentures with a view to resale or
distribution thereof or with any present intention of offering or selling
Debentures, except as permitted above; provided that the disposition of our
property and property of any accounts for which we are acting as fiduciary shall
remain at all times within our control; and
(vi) we have had access to such financial and other information and
have been afforded the opportunity to ask such questions of representatives of
Dominion Resources and receive answers thereto, as we deem necessary in
connection with our decision to acquire Debentures.
We acknowledge that Dominion Resources, you and others will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.
B-2
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Transferee)
By: ____________________________________
Name:
Title:
Address:
B-3
EXHIBIT C
FORM OF TRANSFER CERTIFICATE--144A GLOBAL
DEBENTURE OR IAI DEFINITIVE TO REGULATION S GLOBAL DEBENTURE
The Chase Manhattan Bank, 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Corporate Trust Office
Re: Dominion Resources, Inc. (the "Company") 7.83% Junior Subordinated
Deferrable Interest Debentures due December 1, 2027 (the "Debentures")
Reference is hereby made to the Indenture (the "Base Indenture") dated as
of December 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee
(as supplemented by the First Supplemental Indenture (the "Supplemental
Indenture") dated December 1, 1997, the "Indenture"). Capitalized terms used but
not defined herein shall have the meanings given to them in the Indenture.
This letter relates to _________________ Private Debentures which are
evidenced by a (i) 000X Xxxxxx Xxxxxxxxx (CUSIP No. ________) and held
indirectly with the Depositary or (ii) a Definitive Debenture held directly, in
either case, in the name of _______________ [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Private Debentures to a Person that will take delivery thereof
in a transaction effected pursuant to and in accordance with Rule 904 under the
United States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby further certify that the Transferor's
interest in the Private Debentures is being transferred in accordance with the
transfer restrictions set forth in the Indenture and in the Private Debenture.
The offer of the Private Debentures was not made to a person in the United
States;
(A) either:
(i) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States, or
(ii) the transaction was executed in, or through the facilities of a
designated offshore securities market and neither the
C-1
Transferor nor any person acting on its behalf knows that the transaction was
pre-arranged with a buyer in the United States;
(B) no directed selling efforts have been made in contravention of the
requirements of Rule 904(b) of Regulation S, as applicable;
(C) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and
(D) we have advised the transferee of the transfer restrictions applicable
to the Private Debentures.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby. Terms used in this certificate and not otherwise
defined herein or in the Indenture have the meanings set forth in Regulation S
under the Securities Act.
Dated:
[Insert Name of Transferor]
By: ________________________________
Name:
Title:
(If the registered owner is a corporation, partnership or fiduciary, the
title of the Person signing on behalf of such registered owner must be stated.)
C-2
EXHIBIT D
FORM OF TRANSFER CERTIFICATE--
REGULATION S GLOBAL DEBENTURE OR IAI DEFINITIVE
TO 000X XXXXXX XXXXXXXXX
The Chase Manhattan Bank, 000 X. 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000,
Attention: Corporate Trust Office
Re: Dominion Resources, Inc. (the "Company") 7.83% Junior Subordinated
Deferrable Interest Debentures due December 1, 2027 (the "Debentures")
Reference is hereby made to the Indenture (the "Base Indenture") dated as
of December 1, 1997 between the Company and The Chase Manhattan Bank, as Trustee
(as supplemented by the First Supplemental Indenture (the "Supplemental
Indenture") dated as of December 1, 1997, the "Indenture"). Capitalized terms
used but not defined herein shall have the meanings given to them in the
Indenture.
This letter relates to _________________ Private Debentures which are
evidenced by (i) a Regulation S Global Debenture (CUSIP No. _________) and held
indirectly with the Depositary or (ii) a Definitive Debenture held directly, in
either case, in the name of _________________ [insert name of transferor] (the
"Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Private Debentures to a Person that will take delivery thereof
in a transaction effected pursuant to and in accordance with Rule 144A under the
United States Securities Act of 1933, as amended (the "Securities Act"), and
accordingly the Transferor does hereby certify that (i) the Transferor's
interest in the Private Debentures is being transferred in accordance with the
transfer restrictions set forth in the Indenture and in the Private Debenture;
and (ii) the transferee is a person who the Transferor reasonably believes is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act, purchasing for its own account or the account of a qualified
institutional buyer in a transaction meeting the requirements of Rule 144A, in
accordance with all applicable securities laws of the states of the United
States and other jurisdictions.
You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect
to the matters covered hereby.
D-1
Dated:
[Insert Name of Transferor]
By: ______________________________
Name:
Title:
(If the registered owner is a corporation, partnership or fiduciary, the title
of the Person signing on behalf of such registered owner must be stated.)
D-2
