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EXHIBIT 4-X
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THE COLUMBIA GAS SYSTEM, INC.
AND
MARINE MIDLAND BANK AS TRUSTEE
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FIFTH SUPPLEMENTAL INDENTURE
Dated as of November 28, 1995
Supplementing Indenture Dated as of November 28, 1995
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7.32 % Debentures, Series Due November 2010
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(This Cross Reference Sheet, showing the location in the indenture of the
provisions inserted pursuant to Sections 310 to 318(a), inclusive of the Trust
Indenture Act of 1939, is being furnished pursuant to Item 601 of Regulation
S-K and is not to be construed as part of the indenture.)
CROSS-REFERENCE TABLE
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The Columbia Gas System, Inc. and Marine Midland Bank, Trustee
Indenture dated November 28, 1995
TIA Section Indenture Section
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310 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08, 6.10, 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
313 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06, 11.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
314 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.05, 11.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.06
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02, 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
315 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05, 11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.11
316 (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.07
317 (a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.08
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.06
318 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01
*The 7.32% Debentures, Series Due November 2010, of The Columbia
Gas System, Inc. (the "Company"), are issued under an indenture dated as of
November 28, 1995 between the Company and Marine Midland Bank, as Trustee, as
previously amended and supplemented by four indentures supplemental thereto and
as to be further amended and supplemented by a Fifth Supplemental Indenture
dated as of November 28, 1995.
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TABLE OF CONTENTS(1)
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE ONE
Definitions
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ARTICLE TWO
7.32% Debentures Due November 2010
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SECTION 2.01 Creation of Series. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.02 Date of Issue, Maturity, Interest Rate, Place of Payment . . . . . . . . . 2
SECTION 2.03 Denomination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.04 Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.05 Payment of Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.06 Global Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.07 Additional Covenant. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE THREE
Miscellaneous Provisions
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SECTION 3.01 Execution in Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.02 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.03 Responsibility of Trustee. . . . . . . . . . . . . . . . . . . . . . . . . 6
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
EXECUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ACKNOWLEDGMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EXHIBIT A--Form of 7.32% Debenture, Series November 2010
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(1) The table of Contents is included herein for convenience only and
is not to be considered a part of the Supplemental Indenture.
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PARTIES
SUPPLEMENTAL INDENTURE dated as of November 28, 1995, between THE
COLUMBIA GAS SYSTEM, INC., a Delaware corporation (hereinafter called the
Company), and MARINE MIDLAND BANK, a banking corporation and trust company
organized and existing under the laws of the State of New York (hereinafter
called the "Trustee") (the "Supplemental Indenture").
RECITALS
WHEREAS the Company has heretofore executed and delivered to the
Trustee a certain indenture dated as of November 28, 1995, (hereinafter called
the Original Indenture), providing for the issuance of senior debt securities
of the Company, unlimited in aggregate principal amount (hereinafter called the
Debentures) and
WHEREAS ARTICLE TWO of the Original Indenture provides, among other
things, that the Debentures may be issued in one or more series, the Debentures
of each series maturing on such dates and bearing interest at such rates and
having such other terms and provisions as the Board of Directors of the Company
may determine prior to the authentication thereof; and
WHEREAS ARTICLES TWO and EIGHT of the Original Indenture provide,
among other things, that the Company and the Trustee may from time to time
enter into indentures supplemental thereto for the purpose of setting forth the
terms and provisions of any one or more series of Debentures and for any
purpose not inconsistent with the terms of the Original Indenture, including
such additional covenants not inconsistent with the provisions of the Original
Indenture as may be agreed upon by the Company and the Trustee, or for the
purpose of curing any ambiguity or of curing, correcting or supplementing any
defective or inconsistent provision of the Original Indenture; and
WHEREAS the Company, pursuant to resolutions duly adopted by its Board
of Directors at a meeting of said Board duly called and held, has determined,
under and in accordance with the provisions of the Original Indenture, to
create a new series of Debentures to be known as "7.32% Debentures, Series Due
November 2010" (hereinafter called the Debentures Due November 2010) limited to
$281,530,000.00 in aggregate principal amount, the further terms and provisions
of which are hereinafter set forth; and
WHEREAS the Company, pursuant to resolutions duly adopted by its Board
of Directors at a meeting of said Board duly called and held, has determined
that it is advisable to amend and supplement the Original Indenture by
providing for a record date in connection with the payment of interest to the
holders of Debentures Due November 2010; and
WHEREAS at or pursuant to resolutions adopted at said meeting of the
Board of Directors of the Company the form, terms and provisions of this
Supplemental Indenture were duly approved and the execution and delivery by the
Company of a supplemental indenture in the form approved and having the terms
and provisions so approved were duly authorized and directed, and there was
established for the Debentures Due November 2010 a form substantially as in
Exhibit A and all things necessary to make the Debentures Due November 2010,
when executed by the Company and authenticated by the Trustee and issued under
the Original Indenture, as supplemented by this Supplemental Indenture, the
valid, binding and legal obligations of the Company in accordance with
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their terms and to make this Supplemental Indenture a valid, binding and legal
agreement, have been done and performed;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order
to set forth the terms and provisions of the Debentures Due November 2010 and
for and in consideration of the premises and of the acceptance or purchase of
the Debentures Due November 2010 by the holders thereof, the Company covenants
and agrees with the Trustee as follows:
ARTICLE ONE
DEFINITIONS
All terms defined in the Original Indenture referred to in the
Recitals hereto or in any of the supplements thereto referred to in such
Recitals are, unless the context otherwise requires, used herein with the same
meanings therein set forth.
ARTICLE TWO
DEBENTURES DUE NOVEMBER 2010
SECTION 2.01. There shall be a series of Debentures designated as
"7.32% Debentures, Series Due November 2010" the aggregate principal amount of
which that may be outstanding being limited to $281,530,000.00, except as
provided in Section 2.10 of the Original Indenture.
The Debentures Due November 2010 shall be substantially in the form r
ecited in Exhibit A.
SECTION 2.02. The Debentures Due November 2010 shall be dated as
provided in Section 2.05 of this Article One; shall mature November 28, 2010;
shall bear interest at the rate of 7.32% per annum until paid or redeemed as
herein and in the Original Indenture provided, payable semiannually on each May
28 and November 28 to the holders of Debentures ("Debentureholders") in whose
names such Debentures Due November 2010 are registered at the close of business
on or, as the case may be, next preceding such May 13 or November 13 or, if
such date shall not be a Business Day, then the next preceding Business Day
(unless such Debenture has been called for redemption on a date fixed for such
redemption which is prior to such interest payment date), except that if the
Company shall default in the payment of any installment of interest on any
Debentures Due November 2010, such interest in default shall be paid to the
Debentureholders in whose names the Debentures Due November 2010 are registered
at the close of business on a record date established for the payment of such
defaulted interest, and interest thereon, by the Company in any lawful manner
not inconsistent with the requirements of any securities exchange on which the
Debentures Due November 2010 may be listed (such record date to be not less
than five days prior to the date for the payment of such defaulted interest);
and shall be payable as to both principal and interest 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 debts, at the corporate trust office of the
Trustee in the Borough of Manhattan, the City of New York. Any such defaulted
installment of interest on any Debentures Due November 2010 that is not paid
when due shall bear interest, to the extent lawful, at the rate per annum borne
by such Debentures plus 1% per annum.
SECTION 2.03. The Debentures Due November 2010 shall be issued in
registered form without coupons in the denominations of $1,000 and any integral
multiple of $1,000. Temporary
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Debentures Due November 2010 may be issued in denominations as provided in
Section 2.04 of the Original Indenture and shall be exchangeable as provided in
such temporary Debentures.
SECTION 2.04. The Debentures Due November 2010 may be redeemed prior
to maturity, at the election of the Company, as a whole at any time or in part
from time to time, in each case on or after November 28, 2005, at the
applicable redemption price or prices (expressed in percentages of principal
amount) set forth in the tabulation under the heading "Regular Redemption
Prices" in the form of Debentures Due November 2010 contained in Exhibit A to
this Supplemental Indenture, with accrued interest to the date fixed for
redemption.
SECTION 2.05. Each of the Debentures Due November 2010 shall be dated
the date of authentication, and shall bear interest from the interest payment
date to which interest has been paid last preceding the date thereof (unless
the date thereof is an interest payment date to which interest has been paid,
in which case from the date thereof, or unless the date thereof is prior to May
28, 1996 in which case from November 28, 1995). Notwithstanding the foregoing,
if the date of the Debentures Due November 2010 is after May 13 or November 13,
as the case may be, and before the following May 28 or November 28, as the case
may be, such Debentures Due November 2010 shall bear interest from such May 28
or November 28; provided, however, that if and to the extent that the Company
shall default in the payment of interest due on such May 28 or November 28,
such Debentures Due November 2010 shall bear interest from the next preceding
May 28 or November 28 to which interest has been paid or, if no interest has
been paid, from November 28, 1995.
SECTION 2.06. The Debentures Due November 2010 will be issued in
fully registered form and will be represented by a global certificate or
certificates (the "Global Security") registered in the name of a nominee of The
Depository Trust Company (the "Depositary"). The Global Security representing
the Debentures Due November 2010 will be deposited with, or on behalf of, the
Depositary. The Debentures Due November 2010 will not be exchangeable for
certificates issued in definitive, registered form at the option of the holder
and, except as set forth below, will not otherwise be issuable in definitive
form.
So long as the Depositary for the Global Security, or its nominee, is
the registered owner of the Global Security, the Depositary or its nominee, as
the case may be, will be considered the sole owner or holder of the Debentures
Due November 2010 for all purposes under the Original Indenture and this
Supplemental Indenture. Except as provided below, beneficial owners of the
Debentures Due November 2010 will not be entitled to have the Debentures Due
November 2010 registered in their names, will not receive or be entitled to
receive physical delivery of Debentures Due November 2010 in definitive form
and will not be considered the owners or holders thereof under the Original
Indenture and this Supplemental Indenture. Unless and until it is exchanged in
whole or in part for individual certificates evidencing the Debentures Due
November 2010 represented thereby, the Global Security may not be transferred
except as a whole by the Depositary for the 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 the Depositary or any nominee to a
successor Depositary or any nominee of such successor.
If the Depositary with respect to the Global Security is at any time
unwilling or unable to continue as Depositary or if at any time the Depositary
shall no longer be eligible under Section 2.01 of the Original Indenture and a
successor Depositary is not appointed by the Company within 90 days,
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the Company will issue definitive certificates in exchange for the Debentures
Due November 2010 represented by such Global Security. In addition, the
Company may at any time and in its sole discretion determine not to use the
Depositary's book-entry system, and, in such event, will issue definitive
certificates in exchange for the Debentures Due November 2010 represented by
such Global Security.
SECTION 2.07. Until the earlier of (i) the date on which none of
Columbia Gas Transmission Corporation, any successor thereto and any transferee
of the assets of Columbia Gas Transmission Corporation as an entirety (or
substantially as an entirety) (collectively "TCO"), is a Significant Subsidiary
of the Company, and (ii) the fourth anniversary of the date on which any of the
New Indenture Securities (as described below) are first issued (said earlier
date being the "Covenant Expiration Date"), the Company shall, subject to
applicable law and regulation, hold not less than $600 million principal amount
of First Mortgage Bonds of TCO (the "First Mortgage Bonds") issued pursuant to
and entitled to the benefits of the TCO Indenture of Mortgage and Deed of Trust
(the "TCO Mortgage"). Until the Covenant Expiration Date, the lien in favor of
the Company under the TCO Mortgage securing the First Mortgage Bonds shall at
all times (i) cover all property and assets of TCO intended to be subject to
the TCO Mortgage as in effect on the date of this Supplemental Indenture, and
(ii) be a first priority perfected lien subject only to those exceptions that
are contained in the TCO Mortgage as in effect on the date of this Supplemental
Indenture, and the Company shall not release, or consent to any release of, any
property or assets from that lien, other than (x) as provided in the TCO
Mortgage as in effect on the date of this Supplemental Indenture and (y)
releases of property and assets in the normal course of TCO's business in
connection with the sale, other transfer or abandonment of such property or
assets. Until the Covenant Expiration Date, no other Debt of any Person shall
be secured by any lien on any property or assets of TCO except as permitted
under the TCO Mortgage as in effect on the date of this Supplemental Indenture.
Notwithstanding the foregoing, the Company shall not be in breach of
this Section 2.07(A) if the amount of the Company's holdings of First Mortgage
Bonds is less than $600 million principal amount for not more than an aggregate
of 30 days after the date of this Supplemental Indenture and prior to the
Covenant Expiration Date (the first day, subsequent to such 30th day, on which
the amount of such holdings is below $600 million being hereafter referred to
as the "Trigger Date") or (B) if on or before the sixtieth day after the
Trigger Date, the Company retires (as described below) or has previously
retired Company Funded Debt in an amount equal to 150% of the amount by which
$600 million exceeds the principal amount of the Company's holdings of First
Mortgage Bonds on the Trigger Date, or (C) if subsequent to the Trigger Date,
the principal amount of the Company's holdings of First Mortgage Bonds falls
below the amount of such holdings as of the Trigger Date or below the lowest
previous amount of such holdings subsequent to the Trigger Date (any such date,
a "Further Trigger Date") and the Company retires (as described below) or has
previously retired Company Funded Debt in an amount equal to 150% of the amount
by which $600 million exceeds the principal amount of such holding on the
Further Trigger Date, the amount of such retirement with respect to any Further
Trigger Date to be measured for purposes of determining compliance with this
provision as of the sixtieth day after such Further Trigger Date. The Company
may "retire" Company Funded Debt by any one or more of the following methods:
(1) by cancellation of Company Funded Debt which it acquires or reacquires, (2)
by defeasance of Company Funded Debt in accordance with the terms of such
Company Funded Debt, (3) by a bona fide tender offer for Company Funded Debt
which, to the extent such tender offer is for New Indenture Securities, is for
principal amounts of each series of New Indenture Securities that are
proportionate to the relative principal amount of such series outstanding
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on the relevant Trigger Date or Further Trigger Date (a tender offer for any of
the New Indenture Securities at par will be deemed to retire an equivalent
amount of Company Funded Debt, irrespective of the amount of New Indenture
Securities or the amount of any series thereof actually tendered), or (4) by
repayment or prepayment of Company Funded Debt in accordance with its terms;
provided, however, that repayment or prepayment of Company Funded Debt under a
banking loan facility shall not constitute retirement of such Debt unless the
Company shall have waived or terminated any entitlement it may have thereunder
to reborrow the amounts so repaid or prepaid. In connection with any such
"retirement" of Company Funded Debt, the Company (i) shall "retire" New
Indenture Securities (treating the New Indenture Securities as a single class)
and other Company Funded Debt (treating all such other Company Funded Debt as a
single class) pro rata based on their respective outstanding principal amounts
on the relevant Trigger Date or Further Trigger Date or (ii) may, at its
option, "retire" a greater principal amount of New Indenture Securities than is
determined in accordance with the foregoing clause (i). The foregoing covenant
shall not represent a limit on the amount of Company Funded Debt or Funded Debt
of TCO that may be outstanding from time to time.
"Company Funded Debt" means all Debt (other than debt under a bank
loan commonly referred to as a "revolving credit facility") created, assumed or
guaranteed by the Company which matures by its terms, or is renewable at the
option of the Company to a date, more than one year after the date of the
original creation, assumption or guarantee of such Debt by the Company.
"New Indenture Securities" means (i) the Debentures Due November 2010,
and (ii) the Company's 6.39% Debentures, Series Due November 2000, 6.61%
Debentures, Series Due November 2002, 6.80% Debentures, Series Due November
2005, 7.05% Debentures, Series Due November 2007, 7.42% Debentures, Series Due
November 2015 and 7.62% Debentures, Series Due November 2025, each issued under
the Original Indenture.
"TCO Indenture of Mortgage and Deed of Trust" means the Indenture of
Mortgage and Deed of Trust, dated August 30, 1985, between Columbia Gas
Transmission Corporation and Wilmington Trust, as amended or restated from time
to time.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.01. This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.02. This Supplemental Indenture and each of the Debentures
Due November 2010 shall be deemed to be a contract made under the laws of the
State of New York and for all purposes shall be construed in accordance with
and governed by the laws of said State.
SECTION 3.03. The recitals contained herein shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or
sufficiency of this Supplemental Indenture.
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IN WITNESS WHEREOF, The Columbia Gas System, Inc. has caused this
Supplemental Indenture to be executed in its corporate name by its Chairman of
the Board or its President or one of its Vice Presidents or its Treasurer, and
its corporate seal to be hereunto affixed and to be attested by its Secretary
or one of its Assistant Secretaries, and Marine Midland Bank has caused this
Supplemental Indenture to be executed in its corporate name and its corporate
seal to be hereunto affixed by one of its Vice Presidents and to be attested by
one of its Vice Presidents, all as of November 28, 1995.
THE COLUMBIA GAS SYSTEM, INC.
Attest: //s// X. X. Xxxxxx by: //s// L. J Xxxxxxx
-------------------------------- ---------------------------------
Secretary X. X. Xxxxxxx, Treasurer
[CORPORATE SEAL]
MARINE MIDLAND BANK, as Trustee
Attest: //s// Xxxxxx X. Xxxxxx by: //s// Metin Caner
-------------------------------- ---------------------------------
Assistant Vice President Metin Caner, Vice President
[CORPORATE SEAL]
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STATE OF DELAWARE )
) ss:
New Castle County )
On this 28th day of November, 1995, before me personally came X. X.
Xxxxxxx, to me known, who, being by me duly sworn, did depose and say that he
resides at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000; that he is Treasurer
of THE COLUMBIA GAS SYSTEM, INC., one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument bearing the corporate
name of said corporation is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his
name thereto by like order.
//s// Xxxxxxx X. Xxxxxx
---------------------------------
Notary Public
12/5/96
---------------------------------
My commission expires
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STATE OF NEW YORK )
) ss:
County of New York )
On the 28th day of November, 1995, before me personally came Metin
Caner, to me known, who, being by me duly sworn, did depose and say that he
resides at 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, and that he is a Vice President
of Marine Midland Bank, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument bearing the corporate name of said corporation
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
//s// S. C. Derenchuk
-----------------------------------
Notary Public
6/12/97
-----------------------------------
My commission expires
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EXHIBIT A
TO SUPPLEMENTAL INDENTURE
FORM OF DEBENTURE
(FACE)
Unless this certificate 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
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.
THE COLUMBIA GAS SYSTEM, INC.
7.32% DEBENTURE, SERIES DUE NOVEMBER 2010
DUE NOVEMBER 28, 2010
CUSIP NO. 000000XX0
No.______________ $______________
THE COLUMBIA GAS SYSTEM, INC., a Delaware corporation (hereinafter
called the Company), for value received, hereby promises to pay to ________ or
registered assigns, the sum of $______________ on the twenty-eighth day of
November 2010 at the corporate trust office of Marine Midland Bank, Trustee
under the Indenture referred to on the reverse hereof, or its successor as such
Trustee, 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
thereon at the rate of 7.32% per annum in like coin or currency, payable at
said office semiannually on the twenty-eighth day of May and the twenty-eighth
day of November in each year, from the interest payment date to which interest
has been paid last preceding the date hereof (unless the date hereof is an
interest payment date to which interest has been paid, in which case from the
date hereof, or unless the date hereof is prior to May 28, 1996, in which case
from November 28, 1995) until the Company's obligation with respect to the
payment of such principal shall have been discharged, such interest to be paid
to the person who shall have been the registered owner hereof at the close of
business on May 13 or November 13, as the case may be, next preceding an
interest payment date, except as otherwise provided in the Indenture referred
to on the reverse hereof. Notwithstanding, if the date of this Debenture is
after May 13 or November 13, as the case may be, and before the immediately
following May 28 or November 28, as the case may be, this Debenture shall bear
interest from such May 28 or November 28; provided, however, that if and to the
extent that the Company shall default in the payment of interest due on such
May 28 or November 28, this Debenture shall bear interest from the next
preceding May 28 or November 28 to which interest has been paid or, if no
interest has been paid, from November 28, 1995. Any installment of interest on
this Debenture that is not paid when due shall bear interest at the rate borne
by this Debenture plus 1% per annum.
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Additional provisions of this Debenture are contained on the reverse
hereof and such 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 it shall have been authenticated by the certificate, hereon endorsed, of
the Trustee under the Indenture.
IN WITNESS WHEREOF, The Columbia Gas System, Inc., has caused this
Debenture to be executed in its name by the facsimile signature of its Chairman
of the Board or its President or one of its Vice Presidents or its Treasurer,
and its corporate seal to be hereunto affixed, or a facsimile thereof to be
printed or engraved hereon, and to be attested by the facsimile signature of
its Secretary or one of its Assistant Secretaries.
THE COLUMBIA GAS SYSTEM, INC.
Dated: November 28, 1995 By:
-------------------------------
Treasurer
Attest:
(FORM OF TRUSTEE'S CERTIFICATE ON DEBENTURES)
This is one of the Debentures, of the series designated therein,
described in the within-mentioned Indenture.
MARINE MIDLAND BANK, as Trustee
By:
-------------------------------
Authorized Signatory
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(REVERSE)
THE COLUMBIA GAS SYSTEM, INC.
7.32 % DEBENTURE, SERIES DUE NOVEMBER 2010
DUE NOVEMBER 28, 2010
This Debenture is one of a duly authorized issue of Debentures of the
Company issuable in series, and is one of a series known as its 7.32%
Debentures, Series Due November 2010 (herein called Debentures Due November
2010 all issued and to be issued under an Indenture dated as of November 28,
1995 as supplemented by five indentures supplemental thereto, including a Fifth
Supplemental Indenture dated as of November 28, 1995 in which the Debentures
Due November 2010 are created and described, all executed between the Company
and Marine Midland Bank (herein called the Trustee), Trustee, to which the
Indenture and all indentures supplemental thereto (herein collectively called
the Indenture) reference is hereby made for a statement of the rights
thereunder of the Trustee and of the holders of the Debentures, and of the
duties thereunder of the Trustee and of the Company.
The rights and obligations of the Company and of the holders of
Debentures may be changed and modified at the request of the Company by an
indenture or indentures supplemental to the Indenture, executed pursuant to the
consent in writing of the holders of at least a majority in principal amount of
the Debentures then outstanding affected by such change or modification, all in
the manner and subject to the limitations set forth in the Indenture, provided
that no such change or modification by such supplemental indenture shall extend
the maturity of, or reduce the rate of interest on, or otherwise modify the
terms of payment of the principal of, or the premium, if any, or the interest
on, this Debenture, or reduce the percentage of Debentures the holders of which
are required to consent to any such supplemental indenture, or modify the
provision as to the holders of any series of Debentures authorized or required
to consent to any such supplemental indenture, without the express consent of
the holder hereof. Any such consent by the holder of this Debenture (unless
effectively revoked as provided in the Indenture) shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Debenture, whether or not any notation of such consent is made upon this
Debenture.
The Debentures Due November 2010 may be redeemed, prior to maturity,
at the election of the Company, as a whole at any time, or in part from time to
time, in each case on or after November 28, 2005, as provided in the Indenture,
at the redemption prices (expressed in percentages of principal amount) set
forth in the tabulation below under the heading "Regular Redemption Prices":
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If Redeemed During 12 Regular
Months' Period Redemption
Commencing Prices
---------- ------
November 28, 2005 100.00%
November 28, 2006 100.00%
November 28, 2007 100.00%
November 28, 2008 100.00%
November 28, 2009 100.00%
In case a default, as defined in the Indenture, shall occur, the
principal of all the Debentures then outstanding may become or be declared due
and payable in the manner and with the effect provided in the Indenture. The
Indenture provides that in certain events such declaration and certain defaults
under the Indenture may be waived by the holders of a majority in principal
amount of all Debentures outstanding.
This Debenture is transferable and exchangeable as prescribed in the
Indenture by the registered holder hereof in person, or by his duly authorized
attorney, at the corporate trust office of the Trustee in said Borough of
Manhattan, upon surrender and cancellation of this Debenture, and, thereupon, a
new fully registered Debenture or Debentures Due November 2010 of the same
aggregate principal amount shall be issued in exchange therefor as provided in
the Indenture. The Company and the Trustee may deem and treat the person in
whose name this Debenture is registered as the absolute owner hereof for the
purpose of receiving payment of or on account of the principal, premium, if
any, and interest (except as stated in the first paragraph on the face hereof)
due hereon and for all other purposes.
No recourse shall be had for the payment of the principal of, or the
premium, if any, or the interest on, this Debenture, or any part hereof, or for
any claim based hereon or otherwise in respect hereof, or of the indebtedness
represented hereby, or upon any obligation, covenant or agreement of the
Indenture, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation (either
directly or through the Company or any such successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all liability, if any,
of that character against every such incorporator, stockholder, officer and
director being by the acceptance hereof, and as part of the consideration for
the issue hereof, expressly waived and released.
This Debenture shall be deemed to be a contract made under the laws of
the State of New York and for all purposes shall be construed in accordance
with and governed by the laws of said State.
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