Form of 4.76% Note due November 1, 2019
Exhibit 4.2
Form of 4.76% Note due November 1, 2019
This Note has not been registered under the Securities Act of 1933, as amended (the “act”), or
the securities laws of any state and may not be sold, transferred or otherwise disposed of in the
absence of an effective registration statement under the Act or an exemption therefrom under the
Act, the rules and regulations thereunder and applicable state laws. The transfer of this Note is
subject to the conditions and restrictions specified in the Note Purchase Agreement dated as of
November 2, 2009 by and among Washington Gas Light Company and the purchasers party thereto. Each
holder hereof by virtue of holding this note, shall comply with, and be deemed to have agreed to
comply with such conditions and restrictions.
4.76% Note Due November 1, 2019
No.
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November 2, 2009 | |
$XX
|
PPN: |
FOR VALUE RECEIVED, the undersigned, Washington Gas Light
Company (herein called the “Company”), a District of Columbia and Virginia
corporation, hereby promises to pay to , or registered assigns,
the principal sum of Dollars on November 1, 2019 with interest
(computed on the basis of a 360 day year of twelve 30 day months) (a) on the
unpaid balance hereof at the rate of 4.76% per annum from the date hereof,
payable semi annually, on the 1st day of May and November in each year, commencing
with the May 1 or November 1 next succeeding the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by law, on
any overdue payment (including any overdue prepayment) of principal, any overdue payment
of interest and any overdue payment of any Make Whole Amount, payable semi annually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a rate per
annum from time to time equal to the Default Rate.
Capitalized terms used but not defined herein shall have the respective meanings given to such
terms in the Note Purchase Agreement referenced below.
Payments of principal of, interest on and any Make Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Wachovia Bank, National Association
or at such other place as the Company shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.
This Note is one of the Notes issued pursuant to the Note Purchase Agreement, dated as of
November 2, 2009 (as from time to time amended, the “Note Purchase Agreement”), among the Company
and the several Purchasers named therein and is entitled to the benefits and subject to the terms
thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to
the confidentiality provisions set forth in Section 20 of the Note Purchase Agreement and (ii) made
the representation set forth in Section 6.2 of the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer, accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.
This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.
If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make Whole
Amount) and with the effect provided in the Note Purchase Agreement.
The holders of Notes agree for themselves and their respective successors, participants and
assigns, including any subsequent holder of any Note, that any claim against the Company which may
arise under the Note Purchase Agreement or this Note shall be made only against and shall be
limited to the assets of the Company, and that no judgment, order or execution entered in any suit,
action or proceeding, whether legal or equitable, on the Note Purchase Agreement or this Note shall
be obtained or enforced against any officer of the Company or its assets for the purpose of
obtaining satisfaction and payment of such Notes, the obligations evidenced hereby, any other
obligation or any claims arising hereunder or under the Note Purchase Agreement, any right to
proceed against any officer of the Company individually or its respective representatives or assets
being hereby expressly waived, renounced and remitted by the holders of Notes for themselves and
their respective successors, participants and assigns. Nothing in this paragraph, however, shall
be construed so as to prevent any holder of any Note from commencing any action, suit or proceeding
with respect to or causing legal papers to be served upon any officer of the Company for the
purpose of obtaining jurisdiction over the Company.
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This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.
| Washington Gas Light Company |
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| By: | ||||
| Name: | ||||
| Title: | ||||
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