EXHIBIT 4.12
GUARANTEE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT
GUARANTEE EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of December
8, 1997, by and among Dominion Resources Capital Trust I, a Delaware business
trust (the "Trust"), Dominion Resources, Inc., a Virginia corporation ("Dominion
Resources"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇.▇. ▇▇▇▇▇▇ Securities Inc.,
▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
(collectively, the "Purchasers") relating to the Securities of the Trust.
1. CERTAIN DEFINITIONS. For purposes of this Guarantee Exchange and
-------------------
Registration Rights Agreement, the following terms shall have the following
respective meanings:
(a) "Capital Securities Exchange and Registration Rights Agreement"
means the Exchange and Registration Rights Agreement in respect of the
Securities dated as of December 8, 1997 among Dominion Resources, the Trust and
the Purchasers.
(b) "Commission" means the Securities and Exchange Commission, or any
other federal agency at the time administering the Exchange Act or the
Securities Act, whichever is the relevant statute for the particular purpose.
(c) "Debenture Exchange and Registration Rights Agreement" means the
Debenture Exchange and Registration Rights Agreement in respect of the
Debentures dated as of December 8, 1997 among Dominion Resources, the Trust and
the Purchasers.
(d) "Debentures" means the 7.83% Junior Subordinated Deferrable
Interest Debentures due, December 1, 2027 of Dominion Resources, to be issued
pursuant to the Indenture.
(e) "Effective Time", in the case of (i) an Exchange Offer, means the
date on which the Commission declares the Exchange Offer registration statement
effective or on which such registration statement otherwise becomes effective
and (ii) a Shelf Registration, means the date on which the Commission declares
the Shelf Registration effective or on which the Shelf Registration otherwise
becomes effective.
(f) "Exchange Act" means the Securities Exchange Act of 1934, or any
successor thereto, as amended from time to time.
(g) "Exchange Debentures" has the meaning set forth in Section 2(a)
hereof.
(h) "Exchange Guarantee" has the meaning set forth in Section 2(a)
hereof.
(i) "Exchange Offer" has the meaning set forth in Section 2(a)
hereof.
(j) "Exchange Securities" has the meaning set forth in Section 2(a)
hereof.
(k) "Guarantee" means the Guarantee of Dominion Resources with
respect to the Securities, to the extent set forth in the Guarantee Agreement.
(l) "Guarantee Agreement" means the Capital Securities Guarantee
Agreement dated as of December 8, 1997 between Dominion Resources and The Chase
Manhattan Bank, as Guarantee Trustee (together with its successors and assigns,
the "Guarantee Trustee"), for the benefit of the holders of the Securities.
(m) The term "holder" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement.
(n) "Indemnified Person" has the meaning set forth in Section 5(a)
hereof.
(o) "Indenture" means the Indenture dated as of December 1, 1997,
between Dominion Resources and The Chase Manhattan Bank, as Debenture Trustee,
as supplemented by the First Supplemental Indenture dated as of December 1,
1997, and as further amended or supplemented from time to time.
(p) "Issue Date" means December 8, 1997.
(q) "Liquidation Amount" means the stated liquidation preference of
the Securities.
(r) "New Guarantee Agreement" has the meaning set forth in Section
2(a) hereof.
(s) The term "person" means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association or government or any agency or
political subdivision thereof, or any other entity of whatever nature.
(t) "Purchase Agreement" means the Purchase Agreement dated December
3, 1997, among Dominion Resources, the Trust and the Purchasers.
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(u) "Registrable Securities" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement.
(v) "Registration Expenses" has the meaning set forth in Section 4
hereof.
(w) "Resale Period" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement.
(x) "Rule 144" has the meaning set forth in the Trust Agreement.
(y) "Securities" means, collectively, the $250,000,000 aggregate
Liquidation Amount of the 7.83% Capital Securities, Liquidation Amount $1,000
per Capital Security, of the Trust to be issued and sold to the Purchasers, and
any securities issued in exchange therefor or in lieu thereof pursuant to the
Trust Agreement or the Exchange Offer.
(z) "Securities Act" means the Securities Act of 1933, or any
successor thereto, as amended from time to time.
(aa) "Shelf Registration" has the meaning set forth in Section 2(b)
hereof.
(bb) "Trust Agreement" means the Amended and Restated Trust Agreement
dated as of December 8, 1997 among Dominion Resources, 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.
(cc) "Trust Indenture Act" means the Trust Indenture Act of 1939, or
any successor thereto, and the rules, regulations and forms promulgated
thereunder, as amended from time to time.
Unless the context otherwise requires, any reference herein to a "Section"
or "clause" refers to a Section or clause, as the case may be, of this Guarantee
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Guarantee Exchange
and Registration Rights Agreement as a whole and not to any particular Section
or other subdivision.
2. REGISTRATION UNDER THE SECURITIES ACT.
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(a) If Dominion Resources and the Trust file a registration statement
pursuant to Section 2(a) of the Capital Securities Exchange and
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Registration Rights Agreement, then Dominion Resources and the Trust agree,
jointly and severally, to include in such registration statement an offer to
exchange (the "Exchange Offer") the Guarantee for a new guarantee of Dominion
Resources to be extended pursuant to a new guarantee agreement to be entered
into by Dominion Resources and the Guarantee Trustee for the benefit of holders
of the Exchange Securities (as defined below), the Registrable Securities, if
any, and the Securities, if any (which shall be substantially in the form as
attached hereto as Exhibit A, the "New Guarantee Agreement"), which will be
qualified under the Trust Indenture Act, such new guarantee to be substantially
identical to the Guarantee except that it will relate to the Exchange
Securities, the Registrable Securities, if any, and the Securities, if any, and
it will be registered pursuant to an effective registration statement under the
Securities Act and such new guarantee will not contain provisions restricting
transfer in the absence of registration under the Securities Act (such new
guarantee hereinafter called "Exchange Guarantee"). Such registration statement
shall also relate to, and the consummation of the Exchange Offer shall be
conditioned upon the consummation of, an offer to exchange the Debentures for
substantially identical debentures of Dominion Resources pursuant to the
Debenture Exchange and Registration Rights Agreement (the "Exchange Debentures")
and to an offer to exchange the Securities for substantially identical capital
securities of the Trust pursuant to the Capital Securities Exchange and
Registration Rights Agreement (the "Exchange Securities"). Dominion Resources
and the Trust agree, jointly and severally, to use their reasonable best efforts
to cause such registration statement to become effective under the Securities
Act within 180 days of the Issue Date. The Exchange Offer will be registered
under the Securities Act on the appropriate form. The Exchange Offer shall be
deemed to have been completed upon the completion of the exchange of the
Exchange Guarantee for the Guarantee pursuant to the Exchange Offer.
(b) If Dominion Resources and the Trust file a "shelf" registration
statement pursuant to Section 2(b) of the Capital Securities Exchange and
Registration Rights Agreement without also filing a registration statement
pursuant to Section 2(a) thereof, then such "shelf" registration statement shall
provide for the registration of the Guarantee (the "Shelf Registration"). The
Shelf Registration shall also provide for the registration of the Debentures
pursuant to the Debenture Exchange and Registration Rights Agreement and for the
registration of and the sale on a continuous or delayed basis by the holders of,
all of the Securities pursuant to the Capital Securities Exchange and
Registration Rights Agreement, in each case, pursuant to Rule 415 under the
Securities Act and/or any similar rule that may be adopted by the Commission.
Dominion Resources and the Trust agree, jointly and severally, to use their
reasonable best efforts to cause the Shelf
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Registration to become or be declared effective and to keep such Shelf
Registration continuously effective for a period ending on the earlier of (A)
the second anniversary of the Issue Date or (B) such time as there are no longer
any Securities outstanding. Dominion Resources and the Trust further agree,
jointly and severally, to supplement or make amendments to the Shelf
Registration, as and when required by the rules, regulations or instructions
applicable to the registration form used by Dominion Resources and the Trust for
such Shelf Registration or by the Securities Act or rules and regulations
thereunder for shelf registration.
(c) Any reference herein to a registration statement shall be deemed
to include any document incorporated therein by reference as of the applicable
Effective Time and any reference herein to any post-effective amendment to a
registration statement shall be deemed to include any document incorporated
therein by reference as of a time after such Effective Time.
3. REGISTRATION PROCEDURES.
------------------------
If Dominion Resources and the Trust file a registration statement
pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:
(a) At or before the Effective Time of the Exchange Offer or the
Shelf Registration, as the case may be, Dominion Resources shall qualify the
Indenture, the New Guarantee Agreement or Guarantee Agreement (as applicable)
and the Trust Agreement under the Trust Indenture Act.
(b) In the event that such qualification would require the
appointment of a new trustee under any of the Indenture, the New Guarantee
Agreement, the Guarantee Agreement or the Trust Agreement, such new trustee
shall be appointed thereunder pursuant to the applicable provisions thereof.
(c) In connection with the joint and several obligations of Dominion
Resources and the Trust with respect to the registration of the Exchange
Securities, the Exchange Guarantee and the Exchange Debentures, as contemplated
by Section 2(a) (the "Exchange Registration"), if applicable, Dominion Resources
and the Trust shall, as soon as reasonably possible (or as otherwise specified):
(i) prepare and file with the Commission, as soon as
practicable but no later than 150 days after the Issue Date, a registration
statement with respect to the Exchange Registration on any form which may
be utilized by Dominion Resources and the Trust and which shall permit the
Exchange
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Offer and resales of Exchange Securities by broker-dealers during the
Resale Period to be effected as contemplated by Section 2(a) hereof, and
use its reasonable best efforts to cause such registration statement to
become effective as soon as practicable thereafter;
(ii) as soon as practicable prepare and file with the
Commission such amendments and supplements to such registration statement
and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such registration statement for the periods
and purposes contemplated in Section 2(a) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of such registration statement, and promptly provide
each broker-dealer holding Exchange Securities with such number of copies
of the prospectus included therein (as then amended or supplemented), in
conformity in all material respects with the requirements of the Securities
Act and the Trust Indenture Act and the rules and regulations of the
Commission promulgated thereunder, as such broker- dealer reasonably may
request prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;
(iii) promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration statement,
and confirm such advice in writing, (A) when such registration statement or
the prospectus included therein or any prospectus amendment or supplement
or post-effective amendment has become effective, (B) of the receipt of any
comments by the Commission and by the Blue Sky or securities commissioner
or regulator of any state with respect thereto or any request by the
Commission for amendments or supplements to such registration statement or
prospectus or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such
registration statement or the initiation or threatening by the Commission
of any proceedings for that purpose, (D) of the receipt by either Dominion
Resources or the Trust of any notification with respect to the suspension
of the qualification of the Exchange Securities and the Exchange Guarantee
for sale in any United States jurisdiction or the initiation or, to
Dominion Resources' or the Trust's knowledge, threatening of any proceeding
for such purpose, or (E) at any time during the Resale Period when a
prospectus is required to be delivered under the Securities Act, that such
registration statement, prospectus, prospectus amendment or
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supplement or post-effective amendment does not conform in all material
respects to the applicable requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission promulgated
thereunder or contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make
the statements therein not misleading in light of the circumstances then
existing;
(iv) in the event that Dominion Resources and the Trust would
be required, pursuant to Section 3(c)(iii)(E) above, to notify any broker-
dealers holding Exchange Securities, without delay prepare and furnish to
each such holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such Exchange
Securities during the Resale Period, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
promulgated thereunder and shall not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light
of the circumstances then existing;
(v) use their reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of such registration statement or
any post-effective amendment thereto at the earliest practicable date;
(vi) use their reasonable best efforts to (A) register or
qualify the Exchange Securities and the Exchange Guarantee under the
securities laws or blue sky laws of such jurisdictions as are contemplated
by Section 2(a) no later than the commencement of the Exchange Offer, (B)
keep such registrations or qualifications in effect and comply with such
laws so as to permit the continuance of offers, sales and dealings therein
in such jurisdictions until the expiration of the Resale Period and (C)
take any and all other actions as may be reasonably necessary or advisable
to enable each broker-dealer holding Exchange Securities to consummate the
disposition thereof in such jurisdictions; provided, however, that neither
Dominion Resources nor the Trust shall be required for any such purpose to
(1) qualify to do business in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such
jurisdiction
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or (3) in the case of Dominion Resources, make any changes to its Articles
of Incorporation or Bylaws or any agreement between it and its stockholders
or in the case of the Trust, make any changes to the Trust Agreement;
(vii) provide a CUSIP number for all Exchange Securities, not
later than the applicable Effective Time; and
(viii) comply with all applicable rules and regulations of the
Commission, and make generally available to all holders of Securities as
soon as practicable but no later than eighteen months after the Effective
Time, an earnings statement of Dominion Resources and its subsidiaries
complying with Section 11 (a) of the Securities Act (including, at the
option of Dominion Resources, Rule 158 thereunder).
(d) In connection with the joint and several obligations of Dominion
Resources and the Trust with respect to the Shelf Registration, if applicable,
Dominion Resources and the Trust shall use their reasonable best efforts to
cause the Shelf Registration to become effective to permit the sale of the
Registrable Securities by the holders thereof in accordance with the intended
method or methods of distribution thereof described in the Shelf Registration.
In connection therewith, Dominion Resources and the Trust shall as soon as
reasonably possible (or as otherwise specified):
(i) prepare and file with the Commission, as soon as
practicable, a registration statement with respect to the Shelf
Registration on any form which may be utilized by Dominion Resources and
the Trust and which shall permit the disposition of the Registrable
Securities in accordance with the intended method or methods thereof, as
specified in writing to Dominion Resources and the Trust by the holders of
the Registrable Securities and use their reasonable best efforts to cause
such registration statement to become effective as soon as practicable
thereafter;
(ii) as soon as practicable, prepare and file with the
Commission such amendments and supplements to such registration statement
and the prospectus included therein as may be necessary to effect and
maintain the effectiveness of such registration statement for the period
specified in Section 2(b) hereof and as may be required by the applicable
rules and regulations of the Commission and the instructions applicable to
the form of such registration statement and furnish to the holders of the
Registrable Securities copies of
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any such supplement or amendment simultaneously with or prior to its being
used or filed with the Commission;
(iii) comply with the provisions of the Securities Act
applicable to Dominion Resources or the Trust in connection with the
disposition of all of the registrable Securities covered by such
registration statement in accordance with the intended methods of
disposition by the holders thereof, set forth in such registration
statement;
(iv) provide (A) the holders of the Registrable Securities to
be included in such registratiion statement and not more than one counsel
for all the holders of such Registrable Securities, (B) the underwriters
(which term, for purposes of this Guarantee Exchange and Registration
Rights Agreement, shall inlcude a person deemed to be an underwriter within
the meaning of Section 2(11) of the Securities Act), if any, thereof, (C)
the sales or placement agent, if any, therefor and (D) one counsel for such
underwriters or agents, if any, reasonable opportunity to participate in
the preparation of such registration statement, each prospectus included
therein or filed with the Commission, and each amendment or supplement
thereto;
(v) for a reasonable period prior to the filing of such
registration statement, and throughout the period specified in Section
2(b), make available at reasonable times at Dominion Resources' principal
place of business or such other reasonable place for inspection by the
persons referred to in Section 3(d)(iv) who shall certify to Dominion
Resources and the Trust that they have a current intention to sell the
Registrable Securities pursuant to the Shelf Registration such financial
and other information and books and records of Dominion Resources and the
Trust, and cause the officers, employees, counsel and independent certified
public accountants of Dominion Resources and the Trust to respond to such
inquiries, as shall be reasonably necessary, in the judgment of the
respective counsel referred to in such Section, to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act;
provided, however, that each such party shall be required to maintain in
confidence and not to disclose to any other person any information or
records reasonably designated by Dominion Resources as being confidential,
until such time as (A) such information becomes a matter of public record
(whether by virtue of its inclusion in such registration statement or
otherwise, except by disclosure by such party in breach of
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this Agreement), or (B) such person shall be required so to disclose such
information pursuant to the subpoena or order of any court or other
governmental agency or body having jurisdiction over the matter (subject
to, and only to the extent required by, the requirements of such order, and
only after such person shall have given Dominion Resources prompt prior
written notice of such requirement);
(vi) promptly notify the selling holders of Registrable
Securities, the sales or placement agent, if any, therefor and the managing
underwriter or underwriters, if any, thereof and confirm such advice in
writing, (A) when such registration statement or the prospectus included
therein or any prospectus amendment or supplement or post-effective
amendment has become effective, (B) of any comments by the Commission and
by the Blue Sky or securities commissioner or regulator of any state with
respect thereto or any request by the Commission for amendments or
supplements to such registration statement or prospectus or for additional
information, (C) of the issuance by the Commission of any stop order
suspending the effectiveness of such registration statement or the
initiation or threatening by the Commission of any proceedings for that
purpose, (D) if at any time the joint and several representations and
warranties of Dominion Resources and the Trust contemplated by Section
3(d)(xv)(A) cease to be true and correct in all material respects, (E) of
the receipt by either Dominion Resources or the Trust of any notification
with respect to the suspension of the qualification of the Registrable
Securities and the Guarantee for sale in any jurisdiction or the initiation
or, to Dominion Resources' or the Trust's knowledge, threatening of any
proceeding for such purpose, or (F) at any time when a prospectus is
required to be delivered under the Securities Act, that such registration
statement, prospectus, prospectus amendment or supplement or post-effective
amendment, or any document incorporated by reference in any of the
foregoing, does not conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act and the
rules and regulations of the Commission promulgated thereunder or contains
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing;
(vii) use their best efforts to obtain the withdrawal of any
order suspending the effectiveness of such
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registration statement or any post-effective amendment thereto at the
earliest practicable date;
(viii) if requested by any managing underwriter or underwriters,
any placement or sales agent or any holder or counsel for the holders of
Registrable Securities, promptly incorporate in a prospectus supplement or
post-effective amendment such information as is required by the applicable
rules and regulations of the Commission and as such managing underwriter or
underwriters, such agent or such holder specifies should be included
therein relating to the terms of the sale of such Registrable Securities,
including, without limitation, information with respect to the Liquidation
Amount or the principal amount, as the case may be, of Registrable
Securities being sold by any holder or agent or to any underwriters, the
name and description of such holder, agent or underwriter, the offering
price of such Registrable Securities and any discount, commission or other
compensation payable in respect thereof, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the
offering of the Registrable Securities, to be sold by such holder or agent
or to such underwriters; and make all required filings of such prospectus
supplement or post-effective amendment promptly after notification of the
matters to be incorporated in such prospectus supplement or post-effective
amendment;
(ix) furnish to each holder of Registrable Securities, each
placement or sales agent, if any, therefor, each underwriter, if any,
thereof and the respective counsel referred to in Section 3(d)(iv) a
conformed copy of such registration statement, each such amendment and
supplement thereto and such number of copies of such registration statement
and of the prospectus included in such registration statement, in
conformity with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission promulgated
thereunder, and such other documents, as such holder, agent, if any, and
underwriter, if any, may reasonably request in order to facilitate the
offering and disposition of the Registrable Securities owned by such
holder, offered or sold by such agent or underwritten by such underwriter
and to permit such holder, agent and underwriter to satisfy the prospectus
delivery requirements of the Securities Act; and each of Dominion Resources
and the Trust hereby consents to the use of such prospectus and any
amendment or supplement thereto by each such holder and by any such agent
and underwriter, in each
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case in the form most recently provided to such party by Dominion Resources
and the Trust, in connection with the offering and sale of the Registrable
Securities covered by the prospectus or any supplement or amendment
thereto;
(x) use their reasonable best efforts to (A) register or
qualify the Registrable Securities to be included in such registration
statement and the Guarantee under such securities laws or blue sky laws of
such jurisdictions as any holder of such Registrable Securities and each
placement or sales agent, if any, therefor and underwriter, if any, thereof
shall reasonably request, (B) keep such registrations or qualifications in
effect and comply with such laws so as to permit the continuance of offers,
sales and dealings therein in such jurisdictions during the period the
Shelf Registration is required to remain effective under Section 2(b) above
and (C) take any and all other actions as may be reasonably necessary or
advisable to enable each such holder, agent, if any, and underwriter, if
any, to consummate the disposition in such jurisdictions of Registrable
Securities; provided, however, that neither Dominion Resources nor the
Trust shall be required for any such purpose to (1) qualify to do business
in any jurisdiction wherein it would not otherwise be required to qualify
but for the requirements of this Section 3(d)(x), (2) consent to general
service of process in any such jurisdiction, (3) in the case of Dominion
Resources, make any changes to its Articles of Incorporation or Bylaws or
any agreement between it and its shareholders or, in the case of the Trust,
make any changes to the Trust Agreement;
(xi) use their reasonable best efforts to obtain the consent or
approval of each governmental agency or authority, whether federal, state
or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Registrable
Securities;
(xii) cooperate with the holders of the Registrable Securities
and the managing underwriters, if any, to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be
sold, which certificates shall be printed, lithographed or engraved, or
produced by any combination of such methods, and which shall not bear any
restrictive legends; and, in the case of an underwritten offering, enable
such Registrable Securities to be in such denominations and registered in
such names as the
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managing underwriters may request at least two business days prior to any
sale of the Registrable Securities;
(xiii) provide a CUSIP number for all Registrable Securities, not
later than the applicable Effective Time;
(xiv) enter into any underwriting agreement, engagement letter,
agency agreement, "best efforts" underwriting agreement or similar
agreement, as appropriate, including (without limitation) provisions
relating to indemnification and contribution substantially the same as
those set forth in Section 5 hereof, and take such other actions in
connection therewith as reasonably requested in order to expedite or
facilitate the disposition of such Registrable Securities; provided, that
Dominion Resources and the Trust shall not be required to (i) enter into
any such agreement more than once with respect to all of the Registrable
Securities and may delay entering into such agreement until the
consummation of any underwritten public offering which Dominion Resources
and the Trust shall have then undertaken or (ii) enter into any engagement
letter, agency agreement, "best effort" underwriting agreement or similar
agreements whatsoever with respect to the Registrable Securities, and
provided further, that Dominion Resources and the Trust shall not be
obligated to enter into any such agreement with a broker-dealer which
results in the need for a "qualified independent underwriter" (within the
meaning of the Rules of Fair Practice and the Bylaws of the National
Association of Securities Dealers, Inc. ("NASD") or any successor thereto,
as amended from time to time (the "Rules and Bylaws of NASD"));
(xv) whether or not an agreement of the type referred to in
Section (3)(d)(xiv) hereof is entered into and whether or not any portion
of the offering contemplated by such registration statement is an
underwritten offering or is made through a placement or sales agent or any
other entity, (A) make such representations and warranties to the holders
of such Registrable Securities and the placement or sales agent, if any,
therefor and the underwriters, if any, thereof as are customarily made with
respect to the offering of debt securities pursuant to any appropriate
agreement or to a registration statement on the applicable form under the
Securities Act; (B) obtain an opinion or opinions of counsel to Dominion
Resources and the Trust (which may be in the form of a reliance letter)
covering matters as are customarily covered in opinions for an underwritten
offering, addressed to
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such holder or holders and the placement or sales agent, if any, therefor,
and the underwriters, if any, thereof, (it being agreed that the matters to
be covered by such opinions may be subject to customary qualifications and
exceptions) and dated the effective date of such registration statement
(and if such registration statement contemplates an underwritten offering
of a part or all of the Registrable Securities, dated the date of the
closing under the underwriting agreement relating thereto); (C) obtain a
"cold comfort" letter or letters from the independent certified public
accountants of Dominion Resources and the Trust addressed to the selling
holders of Registrable Securities, the placement or sales agent, if any,
therefor and the underwriters, if any, thereof, dated (i) the effective
date of such registration statement and (ii) the effective date of any
prospectus supplement to the prospectus included in such registration
statement or post-effective amendment to such registration statement; and
(D) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 5 hereof;
(xvi) notify in writing each holder of Registrable Securities of
any proposal by Dominion Resources and the Trust to amend or waive any
provision of this Guarantee Exchange and Registration Rights Agreement
pursuant to Section 6(g) hereof and of any amendment or waiver effected
pursuant thereto, each of which notices shall contain the text of the
amendment or waiver proposed or effected, as the case may be;
(xvii) in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or participate as
a member of an underwriting syndicate or selling group or "assist in the
distribution" (within the meaning of the Rules and Bylaws of NASD) thereof,
whether as a holder of such Registrable securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, assist such broker-dealer in complying with the requirements of
such Rules and Bylaws, including, without limitation, by (A) if such Rules
or Bylaws, including Schedule E thereto (or any successor thereto), shall
so require, engaging a "qualified independent underwriter" (as defined in
such Schedule (or any successor thereto)) to participate in the reparation
of the registration statement relating to such Registrable Securities, to
exercise usual standards of due diligence in respect hereto and, if any
portion of the offering contemplated by such registration statement is an
underwritten
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offering or is made through placement or sales agent, to recommend the
yield of such Registrable Securities, (B) indemnifying any such qualified
independent underwriter to the extent of the indemnification of
underwriters provided in Section 5 hereof (or to such other customary
extent as may be required by such underwriter), and (C) providing such
information of such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules and Bylaws of
NASD; and
(xviii) comply with all applicable rules and regulations of the
Commission, and make generally available to its holders of the Securities
as soon as practicable but in any event not later than eighteen months
after the effective date of such registration statement, an earnings
statement of Dominion Resources and its subsidiaries complying with Section
11(a) of the Securities Act (including, at the option of Dominion
Resources, Rule 158 thereunder).
(e) In the event that Dominion Resources and the Trust would be
required, pursuant to Section 3(d)(vi)(F) above, to notify the selling holders
of Registrable Securities, the placement or sales agent, if any, therefor and
the managing underwriters, if any, thereof, Dominion Resources and the Trust
shall without delay prepare and furnish to each such holder, to each placement
or sales agent, if any, and to each underwriter, if any, a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to purchasers of Registrable Securities, such prospectus shall conform in all
material respects to the applicable requirements of the Securities Act and the
Trust Indenture Act and the rules and regulations of the Commission promulgated
thereunder and shall not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.
Each broker-dealer holding Exchange Securities and each holder of Registrable
Securities agrees that upon receipt of any notice from Dominion Resources and
the Trust pursuant to Section 3(c)(iii)(E) or 3(d)(vi)(F) hereof, as the case
may be, such holder shall forthwith discontinue the disposition of Exchange
Securities or Registrable Securities, as the case may be, pursuant to the
registration statement applicable to such Exchange Securities or Registrable
Securities, as the case may be, until such holder shall have received copies of
such amended or supplemented prospectus, and if so directed by Dominion
Resources and the Trust, such holder shall deliver to Dominion Resources (at
Dominion Resources' expense) all copies, other than permanent file copies, then
in such holder's possession of the prospectus covering such Exchange Securities
or Registrable Securities, as the case may be, at the time of receipt of such
notice.
15
(f) Dominion Resources and the Trust may require each holder of
Registrable Securities as to which any registration is being effected to furnish
in writing to Dominion Resources and the Trust such information regarding such
holder and such holder's intended method of distribution of such Registrable
Securities as Dominion Resources and the Trust may from time to time reasonably
request in writing. Each such holder agrees to notify Dominion Resources and the
Trust as promptly as practicable of any inaccuracy or change in information
previously furnished by such holder to Dominion Resources and the Trust or of
the occurrence of any event in either case as a result of which any prospectus
relating to such registration contains or would contain an untrue statement of a
material fact regarding such holder or such holder's intended method of
distribution of such Registrable Securities or omits to state any material fact
regarding such holder or such holder's intended method of distribution of such
Registrable Securities required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing,
and promptly to furnish to Dominion Resources and the Trust any additional
information required to correct and update any previously furnished information
or required so that such prospectus shall not contain, with respect to such
holder or the distribution of such Registrable Securities, an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing. Each such holder shall comply with the
provisions of the Securities Act applicable to such holder with respect to the
disposition by such holder of Registrable Securities covered by such
registration statement in accordance with the intended methods of disposition by
such holder set forth in such registration statement.
(g) Until the expiration two years after the Issue Date, Dominion
Resources will not, and will not permit any of its "affiliates" (as defined in
Rule 144 under the Securities Act) to, resell any of the Securities which
constitute "restricted securities" under Rule 144 that have been reacquired by
any of them except pursuant to an effective registration statement under the
Securities Act or any exemption therefrom; provided, however, that, for purposes
of this paragraph, "affiliates" shall not include the Purchasers or any of their
affiliates other than Dominion Resources and its subsidiaries, officers,
managers and directors.
4. REGISTRATION EXPENSES.
---------------------
If Dominion Resources and the Trust file a registration statement
pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:
16
Dominion Resources agrees to bear and to pay or cause to be paid promptly
upon request being made therefor all expenses incident to the performance by
Dominion Resources and the Trust for compliance with this Guarantee Exchange and
Registration Rights Agreement, including, without limitation, (a) all Commission
and any NASD registration and filing fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities and the
Guarantee for offering and sale under the state securities and blue sky laws
referred to in Section 3(d)(x) hereof, including reasonable fees and
disbursements of counsel in connection with such qualifications, (c) all
expenses relating to the preparation, printing, distribution and reproduction of
each registration statement required to be filed hereunder, each prospectus
included therein or prepared for distribution pursuant hereto, each amendment or
supplement to the foregoing, and the certificates representing the Securities
and all documents relating hereto, (d) messenger and delivery expenses, (e) fees
and expenses of the Debenture Trustee under the Indenture, the Issuer Trustees
under the Trust Agreement and the Guarantee Trustee under the Guarantee
Agreement, and of any escrow agent or custodian, (f) internal expenses
(including, without limitation, all salaries and expenses of Dominion Resources'
officers and employees performing legal or accounting duties), (g) fees,
disbursements and expenses of counsel and independent certified public
accountants of Dominion Resources and the Trust (including the expenses of any
opinions or "cold comfort" letters required by or incident to such performance
and compliance), (h) reasonable fees, disbursements and reasonable expenses of
any "qualified independent underwriter" engaged pursuant to Section 3(d)(xvii)
hereof, (i) reasonable fees, disbursements and reasonable expenses of one
counsel for the holders of Registrable Securities retained in connection with a
Shelf Registration, as selected by the holders of at least a majority in
aggregate Liquidation Amount, or the aggregate principal amount, as the case may
be, of the Registrable Securities being registered, and reasonable fees,
reasonable expenses and disbursements of any other persons, including special
experts, retained by Dominion Resources or the Trust in connection with such
registration (collectively, the "Registration Expenses"). To the extent that any
Registration Expenses are incurred, assumed or paid by any holder of Registrable
Securities or any placement or sales agent therefor or underwriter thereof,
Dominion Resources shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
written request therefor. Notwithstanding the foregoing, the holders of the
Registrable Securities being registered shall pay all agency or brokerage fees
and commissions and underwriting discounts and commissions attributable to the
sale of such Registrable Securities and the fees and disbursements of any
counsel or other advisors or experts retained by such holders (severally or
jointly), other than the counsel and experts specifically referred to above,
transfer taxes on resale of any of the Securities by such holders and any
17
advertising or solicitation expenses other than expenses specifically referred
to above incurred by or on behalf of such holders in connection with any offers
they may make.
5. INDEMNIFICATION.
---------------
(a) Upon the registration of the Exchange Guarantee or the Guarantee,
as the case may be, pursuant to Section 2 hereof, and in consideration of the
agreements of the Purchasers contained herein, and as an inducement to the
Purchasers to purchase the Securities, the Trust and Dominion Resources, jointly
and severally, agree to indemnify and hold harmless, each of the holders of
Registrable Securities to which the Exchange Guarantee or the Guarantee relates,
and each person who participates as a placement or sales agent or as an
underwriter in any offering or sale of such Registrable Securities and each
person, if any, who controls such holder, or such placement or sales agent, if
any, or such underwriter, if any, within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act (each an "Indemnified Person")
as follows:
(i) against any and all losses, claims, damages and
liabilities (including, without limitation, any legal or other expenses
reasonably incurred in connection with defending or investigating any such
action or claim) caused by any untrue statement or alleged untrue statement
of a material fact contained in any registration statement under which the
Exchange Guarantee or the Guarantee were registered under the Securities
Act, or caused by the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading or caused by any untrue statement or
alleged untrue statement of a material fact contained in any preliminary,
final or summary prospectus (or any amendment or supplement thereto)
contained in such registration statement or caused by any omission or
alleged omission to state therein a material fact necessary in order to
make the statements therein, in the light of the circumstances under which
they were made, not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission
that was made in reliance upon and in conformity with written information
relating to such Indemnified Person furnished to the Trust and Dominion
Resources by, or on behalf of, such Indemnified Person expressly for use in
such registration statement or such preliminary, final or summary
prospectus (or any amendment or supplement thereto);
18
(ii) against any and all losses, claims, damages and
liabilities whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission (except as made in reliance upon and
in conformity with information relating to such Indemnified Person
furnished by, or on behalf of, such Indemnified Person as aforesaid), if
such settlement is effected with the written consent of the Trust and
Dominion Resources; and
(iii) against any and all expense whatsoever (including the fees
and disbursements of counsel chosen by such Indemnified Person), reasonably
incurred in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission
(except as made in reliance upon and in conformity with information
relating to such Indemnified Person furnished by, or on behalf of, such
Indemnified Person as aforesaid) to the extent that any such expense is not
paid under (i) or (ii) above.
provided, however, that indemnification with respect to any prospectus shall not
inure to the benefit of any holder of Registrable Securities or Exchange
Securities from whom the Person asserting any loss, claim, damage, liability or
expense purchased such Securities, if a copy of the prospectus (as then amended
or supplemented and furnished by Dominion Resources to such holder) was not sent
or given by or on behalf of such holder to such person if such is required by
law at or prior to the sale of such Registrable Securities or Exchange
Securities, as the case may be, and if the prospectus (as so amended and
supplemented) would have cured the defect giving rise to such loss, claim,
damage, liability or expense.
(b) Dominion Resources may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section 2
hereof and to entering into any placement or underwriting agreement with respect
thereto, that Dominion Resources shall have received an undertaking reasonably
satisfactory to them from the holder of such Registrable Securities and from
each placement agent or underwriter named in any such placement agreement or
underwriting agreement, severally and not jointly, to indemnify and hold
harmless the Trust and Dominion Resources and each person, if any, who controls
the Trust or Dominion Resources within the meaning of Section 15 of the
19
Securities Act or Section 20 of the Exchange Act against any and all loss,
claim, damage, liability and expense described in the indemnity contained in
subsection (a) of this Section, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in any registration
statement under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein as furnished by the Trust or Dominion Resources to any such holder,
agent or underwriter (or any amendment or supplement thereto), in reliance upon
and in conformity with written information relating to such holder, or such
placement or sales agent, if any, or such underwriter, if any, furnished to the
Trust and Dominion Resources by or on behalf of such holder, or such placement
or sales agent, if any, or such underwriter, if any, expressly for use in such
registration statement or such preliminary, final or summary prospectus (or any
amendment or supplement thereto).
(c) Each indemnified party shall give prompt notice to each
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder but failure to so notify an indemnifying party
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. An indemnifying party may participate at
its own expense in the defense of such action. In no event shall the
indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to any local counsel) for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances;
provided, however, that when more than one of such holders, such placement or
sales agents, if any, or such underwriters, if any, is an indemnified party each
such holder, placement or sales agent or such underwriter, as the case may be,
shall be entitled to separate counsel (in addition to any local counsel) in each
such jurisdiction to the extent such holder, placement or sales agent or such
underwriter, as the case may be, may have interests conflicting with those of
the other holder, placement or sales agent or such underwriter, as the case may
be. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding.
(d) In order to provide for just and equitable contribution in
circumstances under which any of the indemnity provisions set forth in this
Section 5 is for any reason held to be unavailable to the
20
indemnified parties although applicable in accordance with its terms, Dominion
Resources, the Trust, and such holders, such placement or sales agents, if any,
or such underwriters, if any, shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by Dominion Resources, the Trust, and such holders,
such placement or sales agents, if any, or such underwriters, if any, as
incurred; provided that no person guilty of fraudulent misrepresentation
--------
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person that was not guilty of such fraudulent
misrepresentation. As between Dominion Resources, the Trust, and such holders,
such placement or sales agents, if any, or such underwriters, if any, such
parties shall contribute to such aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by such indemnity agreement in such
proportion as shall be appropriate to reflect the relative fault of Dominion
Resources and the Trust, on the one hand, and such holders, such placement or
sales agents, if any, or such underwriters, if any, on the other hand, with
respect to the statements or omissions which resulted in such loss, liability,
claim, damage or expense, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault of Dominion Resources and
the Trust, on the one hand, and of such holders, such placement or sales agents,
if any, or such underwriters, if any, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by Dominion Resources or the Trust, on the one
hand, or by or on behalf of such holders, such placement or sales agents, if
any, or such underwriters, if any, on the other hand, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. Dominion Resources, the Trust and such holders, such
placement or sales agents, if any, or such underwriters, if any, agree that it
would not be just and equitable if contribution pursuant to this Section 5 were
to be determined by pro rata allocation or by any other method of allocation
that does not take into account the relevant equitable considerations. For
purposes of this Section 5, each person, if any, who controls any such holders,
such placement or sales agents, if any, and such underwriters, if any, within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act shall have the same rights to contribution as such holders, such placement
or sales agents, if any, and such underwriters, if any, and each person, if any,
who controls the Trust or Dominion Resources within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act shall have the same rights
to contribution as the Trust or Dominion Resources. For purposes of this
Section, each person, if any, who controls any such holders, such placement or
sales agents, if any, and such underwriters, if any, within the meaning of
Section 15 of the Securities Act or Section
21
20 of the Exchange Act shall have the same rights to contribution as such
holders, such placement or sales agents, if any, and such underwriters, if any,
and each person, if any, who controls the Trust or Dominion Resources within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Trust or Dominion Resources.
6. MISCELLANEOUS.
-------------
(a) No Inconsistent Agreements. Each of the Trust and Dominion
--------------------------
Resources represents, warrants, covenants and agrees that it has not granted,
and shall not grant, registration rights with respect to the Guarantee which
would be inconsistent with the terms contained in this Guarantee Exchange and
Registration Rights Agreement and that the Debenture Exchange and Registration
Rights Agreement and the Capital Securities Exchange and Registration Rights
Agreement should be construed to be consistent with the terms hereof.
(b) Notices. All notices, requests, claims, demands, waivers and
-------
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: if to the Trust or to
Dominion Resources, then to Dominion Resources, Inc., ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Trust, or to such other address as any party may have furnished to the
others in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.
(c) Parties in Interest. All the terms and provisions of this
-------------------
Guarantee Exchange and Registration Rights Agreement shall be binding upon,
shall inure to the benefit of and shall be enforceable by the respective
successors and assigns of the parties hereto. In the event that any transferee
of any holder of Registrable Securities shall become a holder of Registrable
Securities, in any manner, whether by gift, bequest, purchase, operation of law
or otherwise, such transferee shall, without any further writing or action of
any kind, be deemed a party hereto for all purposes and such Registrable
Securities shall be held subject to all of the terms of this Guarantee Exchange
and Registration Rights Agreement, and by taking and holding such Registrable
Securities such transferee shall be entitled to receive the benefits of and be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Guarantee Exchange and Registration Rights
Agreement. If Dominion Resources shall so request, any such
22
successor, assign or transferee shall agree in writing to acquire and hold the
Registrable Securities subject to all of the terms hereof.
(d) Survival. The respective indemnities, agreements,
--------
representations, warranties and each other provision set forth in this Guarantee
Exchange and Registration Rights Agreement or made pursuant hereto shall remain
in full force and effect regardless of any investigation (or statement as to the
results thereof) made by or on behalf of any holder of Registrable Securities,
any director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer. In addition, the respective indemnities, representations and warranties
set forth herein shall survive the termination hereof.
(e) LAW GOVERNING. THIS GUARANTEE EXCHANGE AND REGISTRATION RIGHTS
-------------
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.
(f) Headings. The descriptive headings of the several Sections and
--------
paragraphs of this Guarantee Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Guarantee
Exchange and Registration Rights Agreement and shall not affect in any way the
meaning or interpretation of this Guarantee Exchange and Registration Rights
Agreement.
(g) Entire Agreement; Amendments. This Guarantee Exchange and
----------------------------
Registration Rights Agreement and the other agreements referred to herein or
delivered pursuant hereto which form a part hereof contain the entire
understanding of the parties with respect to its subject matter. This Guarantee
Exchange and Registration Rights Agreement and such other agreements referred to
herein supersede all prior agreements and understandings between the parties
with respect to its subject matter. This Guarantee Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Guarantee
Exchange and Registration Rights Agreement may be waived (either generally or in
a particular instance and either retroactively or prospectively) only by a
written instrument duly executed by Dominion Resources, the Trust, and the
holders of at least a majority in aggregate principal amount of the Registrable
Securities at the time outstanding. Each holder of any Registrable Securities at
the time or thereafter outstanding shall be bound by any amendment or waiver
effected pursuant to this Section 6(g), whether or not any notice, writing or
marking indicating such amendment or waiver appears on such Registrable
Securities or is delivered to such holder.
23
(h) Inspection. For so long as this Guarantee Exchange and
----------
Registration Rights Agreement shall be in effect, this Guarantee Exchange and
Registration Rights Agreement and a complete list of the names and addresses of
all the registered holders of Registrable Securities shall be made available for
inspection and copying on any business day, during normal business hours, by any
holder of Registrable Securities at the offices of Dominion Resources at the
address thereof set forth in Section 6(b) above.
(i) Counterparts. This agreement may be executed by the parties in
------------
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
(j) Termination. Except for the respective indemnities,
-----------
representations and warranties set forth herein, this Guarantee Exchange and
Registration Rights Agreement shall terminate when all the Securities, Exchange
Securities and Registrable Securities cease to be outstanding.
24
This Agreement is hereby executed as of the day and year first above
written.
DOMINION RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Executive Vice President
DOMINION RESOURCES CAPITAL TRUST I
/s/ G. ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
As Administrative Trustee
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
As Representative of the Purchasers
named in Schedule I to the Purchase
Agreement
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ III
--------------------------------
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated)
Acting severally, and not jointly
and severally, on behalf of
themselves and each of the
Purchasers named in Schedule I to
the Purchase Agreement
25
