Exhibit 4.2
DOMINION RESOURCES, INC.
Issuer
TO
JPMORGAN CHASE BANK
(formerly known as The Chase Manhattan Bank)
Trustee
-------------------------
Twenty-Second Supplemental Indenture
Dated as of July 1, 2003
-------------------------
$510,000,000
2003 Series F 5.25% Senior Notes
Due 2033
TABLE OF CONTENTS*
ARTICLE I
2003 SERIES F 5.25% SENIOR NOTES
SECTION 101. Establishment .............................................. 1
SECTION 102. Definitions ................................................ 2
SECTION 103. Payment of Principal and Interest .......................... 4
SECTION 104. Denominations .............................................. 5
SECTION 105. Global Securities .......................................... 5
SECTION 106. Redemption ................................................. 6
SECTION 107. Repayment at the Option of the Holder ...................... 7
SECTION 108. Sinking Fund ............................................... 7
SECTION 109. Additional Interest ........................................ 7
SECTION 110. Paying Agent ............................................... 7
SECTION 111. Limitation on Liens ........................................ 8
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company ........................................ 10
SECTION 202. Ratification and Incorporation of Original Indenture ....... 10
SECTION 203. Executed in Counterparts ................................... 10
SECTION 204. Assignment ................................................. 11
_______________
* This Table of Contents does not constitute part of the Indenture or have
any bearing upon the interpretation of any of its terms and provisions.
THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE is made as of the first day of
July, 2003, by and between DOMINION RESOURCES, INC., a Virginia corporation,
having its principal office at 120 Tredegar Street, Richmond, Virginia 23219
(the "Company"), and JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN
BANK), a New York banking corporation, as Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Indenture, dated
as of June 1, 2000 (the "Original Indenture"), as heretofore supplemented and
amended, with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as heretofore supplemented and amended and as
further supplemented by this Twenty-second Supplemental Indenture, is herein
called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a series of
Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Twenty-second Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
2003 SERIES F 5.25% SENIOR NOTES due 2033
SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the Company's
2003 Series F 5.25% Senior Notes Due 2033 (the "Series F Senior Notes").
There are to be authenticated and delivered $510,000,000 principal amount
of Series F Senior Notes, and such principal amount of the Series F Senior Notes
may be increased from time to time pursuant to Section 301(2) of the Indenture.
All Series F Senior Notes need not be issued at the same time and such series
may be reopened at any time, without the consent of any Holder, for issuances of
additional Series F Senior Notes. Any such additional Series F Senior
Notes will have the same interest rate, maturity and other terms as those
initially issued. Further Series F Senior Notes may also be authenticated and
delivered as provided by Sections 304, 305, 306, 905, 1107 or 1305 of the
Original Indenture.
The Series F Senior Notes shall be issued in definitive fully registered
form without coupons, in substantially the form set out in Exhibit A hereto. The
entire initially issued principal amount of the Series F Senior Notes shall
initially be evidenced by one or more certificates issued to Cede & Co., as
nominee for The Depository Trust Company.
The form of the Trustee's Certificate of Authentication for the Series F
Senior Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series F Senior Note shall be dated the date of authentication thereof
and shall bear interest from the date of original issuance thereof or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for.
SECTION 102. Definitions. The following defined terms used herein shall,
unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Adjusted Treasury Rate" means, with respect to any Redemption Date: (i)
the yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue shall be
determined and the Adjusted Treasury Rate shall be interpolated or extrapolated
from such yields on a straight line basis, rounding to the nearest month); or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series F Senior Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Series F Senior Notes ("Remaining Life").
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"Comparable Treasury Price" means (i) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent
Investment Banker obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such quotations.
"Independent Investment Banker" means any of UBS Securities LLC and
Wachovia Capital Markets, LLC and their successors, or if such firm is unwilling
or unable to serve as such, an independent investment and banking institution of
national standing appointed by the Company.
"Interest Payment Dates" means February 1 and August 1 of each year,
commencing on February 1, 2004.
"Lien" means any mortgage, lien, pledge, security interest or other
encumbrance of any kind.
"Material Subsidiary" means a Subsidiary of the Company whose total assets
(as determined in accordance with GAAP) represent at least 20% of the total
assets of the Company on a consolidated basis.
"Original Issue Date" means July 24, 2003.
"Outstanding", when used with respect to the Series F Senior Notes, means,
as of the date of determination, all Series F Senior Notes, theretofore
authenticated and delivered under the Indenture, except:
(i) Series F Senior Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Series F Senior Notes for whose payment at Maturity the
necessary amount of money or money's worth has been theretofore deposited (other
than pursuant to Section 402 of the Original Indenture) with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated in
trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of such Series F Senior Notes provided that, if such Series F Senior
Notes are to be redeemed, notice of such redemption has been duly given pursuant
to the Original Indenture or provision therefor satisfactory to the Trustee has
been made;
(iii) Series F Senior Notes with respect to which the Company has
effected defeasance or covenant defeasance has been effected pursuant to Section
402 of the Original Indenture; and
(iv) Series F Senior Notes that have been paid pursuant to Section
306 of the Original Indenture or in exchange for or in lieu of which other
Series F Senior Notes have been authenticated and delivered pursuant to the
Indenture, other than any such Series F Senior Notes in respect of which there
shall have been presented to the Trustee proof satisfactory to it that such
Series F Senior Notes are held by a bona fide purchaser in whose hands such
Series F Senior Notes are valid obligations of the Company; provided, however,
that in determining
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whether the Holders of the requisite principal amount of Outstanding Series F
Senior Notes have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or are present at a meeting of Holders of Series F
Senior Notes for quorum purposes, Series F Senior Notes owned by the Company or
any other obligor upon the Series F Senior Notes or any Affiliate of the Company
or such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Series F Senior Notes which a
Responsible Officer of the Trustee knows to be so owned shall be so disregarded.
Series F Senior Notes so owned which shall have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such Series F Senior
Notes and (B) that the pledgee is not the Company or any other obligor upon the
Series F Senior Notes or an Affiliate of the Company or such other obligor.
"Principal Property" means any plant or facility of the Company located
in the United States that in the opinion of the Board of Directors or management
of the Company is of material importance to the business conducted by the
Company and its consolidated Subsidiaries taken as whole.
"Reference Treasury Dealer" means: (i) UBS Securities LLC and its
successors as selected by the Company; provided that, if it or its successors
ceases to be a primary U.S. Government securities dealer in the United States (a
"Primary Treasury Dealer"), the Company shall substitute another Primary
Treasury Dealer; and (ii) up to four other Primary Treasury Dealers selected by
the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third Business Day preceding such Redemption
Date.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the Business Day preceding such Interest Payment
Date; provided, that with respect to Series F Senior Notes that are not
represented by one or more Global Securities, the Regular Record Date shall be
the close of business on the 15th calendar day (whether or not a Business Day)
preceding such Interest Payment Date.
"Repayment Date" means August 1, 2015.
"Repayment Price" has the meaning specified in Section 107.
"Stated Maturity" means August 1, 2033.
SECTION 103. Payment of Principal and Interest. The principal of the
Series F Senior Notes shall be due at the Stated Maturity (unless earlier
redeemed or repurchased). The unpaid principal amount of the Series F Senior
Notes shall bear interest at the rate of 5.25% per annum until paid or duly
provided for, such interest to accrue from the Original Issue Date or from the
most recent
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Interest Payment Date to which interest has been paid or duly provided for.
Interest shall be paid semi-annually in arrears on each Interest Payment Date to
the Person in whose name the Series F Senior Notes are registered on the Regular
Record Date for such Interest Payment Date; provided that interest payable at
the Stated Maturity of principal as provided herein will be paid to the Person
to whom principal is payable. Any such interest that is not so punctually paid
or duly provided for will forthwith cease to be payable to the Holders on such
Regular Record Date and may either be paid to the Person or Persons in whose
name the Series F Senior Notes are registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee (in accordance with Section 307 of the Original Indenture), notice
whereof shall be given to Holders of the Series F Senior Notes not less than ten
(10) days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange,
if any, on which the Series F Senior Notes may be listed, and upon such notice
as may be required by any such exchange, all as more fully provided in the
Original Indenture.
Payments of interest on the Series F Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series F Senior Notes shall be computed and paid on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series F Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable.
Payment of the principal and interest on the Series F Senior Notes
shall be made at the office of the Paying Agent in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts, with any such payment of interest that is due at
the Stated Maturity of any Series F Senior Notes being made upon surrender of
such Series F Senior Notes to the Paying Agent. Payments of interest (including
interest on any Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register or (ii) by wire transfer at such place and to such account at
a banking institution in the United States as may be designated in writing to
the Trustee at least sixteen (16) days prior to the date for payment by the
Person entitled thereto. In the event that any date on which principal and
interest is payable on the Series F Senior Notes is not a Business Day, then
payment of the principal and interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or payment
in respect of any such delay), in each case with the same force and effect as if
made on the date the payment was originally payable.
SECTION 104. Denominations. The Series F Senior Notes may be issued
in denominations of $1,000, or any integral multiple thereof.
SECTION 105. Global Securities. The Series F Senior Notes will be
issued initially in the form of one or more Global Securities registered in the
name of the Depositary (which shall be The Depository Trust Company) or its
nominee. Except under the limited circumstances described below, Series F Senior
Notes represented by such Global Securities will
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not be exchangeable for, and will not otherwise be issuable as, Series F Senior
Notes in definitive form. The Global Securities described above may not be
transferred except by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary
or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series F Senior Note shall be exchangeable,
except for another Global Security of like denomination and tenor to be
registered in the name of the Depositary or its nominee or to a successor
Depositary or its nominee or except as described below. The rights of Holders of
such Global Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Series F Senior Notes
registered in the names of persons other than the Depositary or its nominee only
if (i) the Depositary notifies the Company that it is unwilling or unable to
continue as a Depositary for such Global Security and no successor Depositary
shall have been appointed by the Company within 90 days of receipt by the
Company of such notification, or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act at a time when the Depositary
is required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Company within 90 days after it
becomes aware of such cessation, or (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series F Senior Notes registered in such names as the
Depositary shall direct.
SECTION 106. Redemption. The Series F Senior Notes are redeemable,
in whole or in part, at any time, and at the option of the Company, at a
Redemption Price equal to the greater of:
(i) 100% of the principal amount of Series F Senior Notes then
Outstanding to be so redeemed, or
(ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate, plus twenty-five basis
points, as calculated by an Independent Investment Banker,
plus, in either of the above cases, accrued and unpaid interest thereon
to the Redemption Date.
Unless the Company defaults in the payment of the Redemption Price, on
and after the Redemption Date, interest will cease to accrue on the Series F
Senior Notes or portions thereof called for redemption.
The Adjusted Treasury Rate shall be calculated on the third Business
Day preceding the Redemption Date.
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In the event of the redemption of the Series F Senior Notes in part
only, a new Series F Senior Note or Notes for the unredeemed portion will be
issued in the name or names of the Holders thereof upon surrender thereof.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
SECTION 107. Repayment at the Option of the Holder. Each Holder of
Series F Senior Notes will have the right to require the Company to repurchase
all or any portion of Series F Senior Notes held by the Holder on the Repayment
Date, at a purchase price equal to 100% of the principal amount of the Series F
Senior Notes tendered by such Holder (the "Repayment Price").
On and after the Repayment Date, interest will cease to accrue on any
Series F Senior Notes or portions thereof tendered for repayment.
A Holder's exercise of the repayment option will be irrevocable, unless
waived by the Company.
In order for any Series F Senior Note to be repaid at the option of the
Holder, the Trustee must receive, at its Corporate Trust Office, not more than
60 days nor less than 45 calendar days prior to the Repayment Date, the items
referred to in clause (1) or (2) of Section 1303 of the Original Indenture.
If the principal amount of any Series F Senior Note surrendered for
repayment is not so repaid upon surrender thereof, such principal amount shall,
until paid, bear interest from the Repayment Date at a rate of 5.25%.
Upon surrender of any Series F Senior Note which is to be repaid in
part only, the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Series F Senior Note, without service charge and
at the expense of the Company, a new Series F Senior Note in an aggregate
principal amount equal to the portion of the principal amount of such Series F
Senior Note so surrendered which is not to be repaid.
Except as provided in this Section 107, the repayment option
established hereby shall be subject to the provisions of Article XIII of the
Orginal Indenture.
SECTION 108. Sinking Fund. The Series F Senior Notes shall not have
a sinking fund.
SECTION 109. Additional Interest. Any principal of and installment
of interest on the Series F Senior Notes that is overdue shall bear interest at
the rate of 5.25% (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand.
SECTION 110. Paying Agent. The Trustee shall initially serve as
Paying Agent with respect to the Series F Senior Notes, with the Place of
Payment initially being the Corporate Trust Office of the Trustee.
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SECTION 111. Limitation on Liens. The Company will not, while any
of the Series F Senior Notes remain Outstanding, create, or suffer to be created
or to exist, any Lien upon any Principal Property of the Company or upon any
shares of stock of any Material Subsidiary of the Company, whether such
Principal Property is, or shares of stock are, now owned or hereafter acquired,
to secure any indebtedness for borrowed money of the Company, unless it shall
make effective provision whereby the Series F Senior Notes then Outstanding
shall be secured by such Lien equally and ratably with any and all indebtedness
for borrowed money thereby secured so long as any such indebtedness shall be so
secured; provided, however, that nothing in this Section shall be construed to
prevent the Company from creating, or from suffering to be created or to exist,
any Liens, or any agreements, with respect to:
(1) purchase money mortgages, or other purchase money liens,
pledges, security interests or encumbrances of any kind upon
property hereafter acquired by the Company, or Liens of any kind
existing on any property or any shares of stock at the time of
the acquisition thereof (including Liens which exist on any
property or any shares of stock of a Person which is
consolidated with or merged with or into the Company or which
transfers or leases all or substantially all of its properties
to the Company), or conditional sales agreements or other title
retention agreements and leases in the nature of title retention
agreements with respect to any property hereafter acquired;
provided, however, that no such Lien shall extend to or cover
any other property of the Company;
(2) Liens upon any property of the Company or any shares of stock of
any Material Subsidiary of the Company existing as of the date
of the initial issuance of the Series F Senior Notes or upon the
shares of stock of any corporation, which Liens existed at the
time such corporation became a Material Subsidiary of the
Company; liens for taxes or assessments or other governmental
charges or levies; pledges to secure other governmental charges
or levies; pledges or deposits to secure obligations under
worker's compensation laws, unemployment insurance and other
social security legislation, including liens of judgments
thereunder which are not currently dischargeable; pledges or
deposits to secure performance in connection with bids, tenders,
contracts (other than contracts for the payment of money) or
leases to which the Company is a party; pledges or deposits to
secure public or statutory obligations of the Company;
builders', materialmen's, mechanics', carriers', warehousemen's,
workers', repairmen's, operators', landlords' or other like
liens in the ordinary course of business, or deposits to obtain
the release of such liens; pledges or deposits to secure, or in
lieu of, surety, stay, appeal, indemnity, customs, performance
or return-of-money bonds; other pledges or deposits for similar
purposes in the ordinary course of business; liens created by or
resulting from any litigation or proceeding which at the time is
being contested in good faith by appropriate proceedings; liens
incurred in connection with the issuance of bankers' acceptances
and lines of credit, bankers' liens or rights of offset and any
security given in the ordinary course of business to banks or
others to secure any indebtedness payable on demand or maturing
within 12 months of the date that such indebtedness is
originally incurred; liens incurred in connection with
repurchase, swap or other similar agreements (including, without
limitation, commodity price, currency exchange and interest
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rate protection agreements); leases made, or existing on property
acquired, in the ordinary course of business; liens securing
industrial revenue or pollution control bonds; liens, pledges,
security interests or other encumbrances on any property arising in
connection with any defeasance, covenant defeasance or in-substance
defeasance of indebtedness of the Company, including the Series F
Senior Notes; liens created in connection with, and created to secure,
a non-recourse obligation; zoning restrictions, easements, licenses,
rights-of-way, restrictions on the use of property or minor
irregularities in title thereto, which do not, in the opinion of the
Company, materially impair the use of such property in the operation
of the business of the Company or the value of such property for the
purpose of such business;
(3) Liens in favor of the United States (or any State), any foreign
country or any department, agency or instrumentality or political
subdivision of any such jurisdiction, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to
secure any indebtedness incurred for the purpose of financing all or
any part of the purchase price or the cost of constructing or
improving the property subject to such mortgages, including, without
limitation, mortgages to secure indebtedness of the pollution control
or industrial revenue bond type;
(4) indebtedness which may be issued by the Company in connection with a
consolidation or merger of the Company or any Material Subsidiary of
the Company with or into any other Person (which may be an Affiliate
of the Company or any Material Subsidiary of the Company) in exchange
for or otherwise in substitution for secured indebtedness of such
Person ("Third Party Debt") which by its terms (i) is secured by a
mortgage on all or a portion of the property of such Person, (ii)
prohibits secured indebtedness from being incurred by such Person,
unless the Third Party Debt shall be secured equally and ratably with
such secured indebtedness or (iii) prohibits secured indebtedness from
being incurred by such Person;
(5) indebtedness of any Person which is required to be assumed by the
Company in connection with a consolidation or merger of such Person,
with respect to which any property of the Company is subjected to a
Lien;
(6) Liens of any kind upon any property acquired, constructed, developed
or improved by the Company (whether alone or in association with
others) after the date of the initial issuance of the Series F Senior
Notes which are created prior to, at the time of, or within 18 months
after such acquisition (or in the case of property constructed,
developed or improved, after the completion of such construction,
development or improvement and commencement of full commercial
operation of such property, whichever is later) to secure or provide
for the payment of any part of the purchase price or cost thereof;
provided that in the case of such construction, development or
improvement the Liens shall not apply to any property theretofore
owned by the Company other than theretofore unimproved real property;
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(7) Liens in favor of the Company, one or more Material Subsidiaries of
the Company, one or more wholly-owned Subsidiaries of the Company or
any of the foregoing in combination;
(8) the replacement, extension or renewal (or successive replacements,
extensions or renewals), as a whole or in part, of any Lien, or of any
agreement, referred to above in clauses (1) through (7) inclusive, or
the replacement, extension or renewal (not exceeding the principal
amount of indebtedness secured thereby together with any premium,
interest, fee or expense payable in connection with any such
replacement, extension or renewal) of the indebtedness secured
thereby; provided that such replacement, extension or renewal is
limited to all or a part of the same property that secured the Lien
replaced, extended or renewed (plus improvements thereon or additions
or accessions thereto); or
(9) any other Lien not excepted by the foregoing clauses (1) through (8);
provided that immediately after the creation or assumption of such
Lien, the aggregate principal amount of indebtedness for borrowed
money of the Company secured by all Liens created or assumed under the
provisions of this clause (9) shall not exceed an amount equal to 10%
of the common shareholders' equity of the Company, as shown on its
consolidated balance sheet for the accounting period occurring
immediately prior to the creation or assumption of such Lien.
This Section 110 has been included in this Twenty-second Supplemental
Indenture expressly and solely for the benefit of the Series F Senior Notes and
shall be subject to covenant defeasance pursuant to Section 402(3) of the
Original Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Company. The recitals in this Twenty-second
Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Series F Senior Notes and of this Twenty-second
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Twenty-second Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Twenty-second Supplemental
Indenture may be executed in several counterparts, each of which shall be deemed
to be an original, and such counterparts shall together constitute but one and
the same instrument.
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SECTION 204. Assignment. The Company shall have the right at all times to
assign any of its rights or obligations under the Indenture with respect to the
Series F Senior Notes to a direct or indirect wholly-owned subsidiary of the
Company; provided that, in the event of any such assignment, the Company shall
remain primarily liable for the performance of all such obligations. The
Indenture may also be assigned by the Company in connection with a transaction
described in Article Eight of the Original Indenture.
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IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officer, all as of the day
and year first above written.
DOMINION RESOURCES, INC.
By:_____________________________________
Name: G. Scott Hetzer
Title: Senior Vice President and Treasurer
JPMORGAN CHASE BANK, as Trustee
By:_____________________________________
Name:___________________________________
Title:__________________________________
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EXHIBIT A
FORM OF
2003 SERIES F 5.25% SENIOR NOTE
DUE 2033
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.], HAS AN INTEREST HEREIN.]**
[THIS SERIES F SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY
OR A NOMINEE THEREOF. THIS SERIES F SENIOR NOTE MAY NOT BE EXCHANGED IN WHOLE OR
IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SERIES F SENIOR NOTE
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.]**
--------------------------------------------------
DOMINION RESOURCES, INC.
--------------------------------------------------
$___,000,000
2003 SERIES F 5.25% SENIOR NOTE
DUE 2033
No. R- CUSIP No. 257469 AJ 5
Dominion Resources, Inc., a corporation duly organized and existing under
the laws of Virginia (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to [Cede & Co.], or registered assigns (the
"Holder"), the principal sum of _____________________ Dollars ($___________) on
August 1, 2033 and to pay interest thereon from July 24, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually in arrears on February 1 and August 1 of each year,
commencing on February 1, 2004, at the rate of 5.25% per annum, until the
principal hereof is paid or made available for payment,
______________
** Insert in Global Securities.
provided that any principal, and any such installment of interest, that is
overdue shall bear interest at the rate of 5.25% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Series F Senior Note
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the close of
business on the Business Day preceding such Interest Payment Date; provided,
that with respect to Series F Senior Notes that are not represented by one or
more Global Securities, the Regular Record Date shall be the close of business
on the 15th calendar day (whether or not a Business Day) preceding such Interest
Payment Date provided, further, that interest payable at the Stated Maturity of
principal will be paid to the Person to whom principal is payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Series F Senior Note (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Series F Senior Notes not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Series F Senior Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payments of interest on the Series F Senior Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series F Senior Notes shall be computed and paid on the basis
of a 360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Series F Senior Notes is not a Business Day, then
payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or payment in respect of
any such delay), in each case with the same force and effect as if made on the
date the payment was originally payable.
Payment of the principal of and interest on this Series F Senior Note
will be made at the office of the Paying Agent, in the Borough of Manhattan,
City and State of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts, with any such payment of interest that is due at the Stated
Maturity of any Series F Senior Note being made upon surrender of such Series F
Senior Note to such office or agency; provided, however, that at the option of
the Company payment of interest, subject to such surrender where applicable, may
be made (i) by check mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register or (ii) by wire transfer at
such place and to such account at a banking institution in the United States as
may be designated in writing to the Trustee at least sixteen (16) days prior to
the date for payment by the Person entitled thereto.
The Holder of this Series F Senior Note will have the right to require
the Company to repurchase all or any portion of this Series F Senior Note on
August 1, 2015 (the "Repayment Date") at a purchase price equal to 100% of the
principal amount (the "Repayment Price") of this Series F Senior Note or portion
thereof tendered by such Holder subject to the further provisions pertaining
thereto on the reverse hereof.
2
Reference is hereby made to the further provisions of this Series F
Senior Note set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Series F
Senior Note shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
3
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
Dated: Dominion Resources, Inc.
By:____________________________
Name:
Title:
4
REVERSE OF SERIES F SENIOR NOTE
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June 1, 2000, as heretofore supplemented
and amended and as further supplemented by a Twenty-second Supplemental
Indenture dated as of July 1, 2003 (collectively, as amended or supplemented
from time to time, herein called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company and JPMorgan
Chase Bank (formerly known as The Chase Manhattan Bank), as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof (the "Series F
Senior Notes") which is unlimited in aggregate principal amount.
The Series F Senior Notes are redeemable, in whole or in part, at any
time, in the manner and with the effect provided in the Indenture.
As indicated on the face of this Security, the Company may be required
to repurchase this Security at the option of the Holder, in whole or in part, on
the Repayment Date and at the Repayment Price so indicated on the face hereof.
On or before the Repayment Date, the Company shall deposit with the Trustee
money sufficient to pay the applicable Repayment Price on the portion of this
Security to be tendered for repayment. On and after such Repayment Date,
interest will cease to accrue on this Security or any portion hereof tendered
for repayment.
The repayment option may be exercised by the Holder of this Security
for less than the entire principal amount hereof, but in that event, the
principal amount hereof remaining outstanding after repayment must be in an
authorized denomination. In the event of repurchase of this Security in part
only, a new Security or Securities of this series and of like tenor for the
unpurchased portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
In order for this Security to be repaid, the Trustee must receive at
least 45 days but not more than 60 days prior to the Repayment Date (i) this
Security with the form entitled "Option to Elect Repayment" attached to this
Security duly completed or (ii) facsimile transmission or a letter from a member
of a national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States setting
forth the name of the Holder of this Security, the principal amount of this
Security, the principal amount of this Security to be repaid, the certificate
number or a description of the tenor and the terms of this Security, a statement
that the option to elect repayment is being exercised thereby, and a guarantee
that this Security to be repaid, together with the duly completed form entitled
"Option to Elect Repayment" attached to this Security, will be received by the
Trustee not later than the fifth Business Day after the date of such facsimile
transmission or letter; however, such facsimile transmission or letter shall
only be effective if this Security and duly completed form are received by the
Trustee by such fifth Business Day. Such notice, once given, will be irrevocable
unless waived by the Company.
5
If an Event of Default with respect to Series F Senior Notes shall
occur and be continuing, the principal of the Series F Senior Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the Holder
of this Series F Senior Note shall be conclusive and binding upon such Holder
and upon all future Holders of this Series F Senior Note and of any Series F
Senior Note issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Series F Senior Note.
As provided in and subject to the provisions of the Indenture, the
Holder of this Series F Senior Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or
trustee or for any other remedy thereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Series F Senior Notes, the Holders of not less than a
majority in principal amount of the Series F Senior Notes at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Series F Senior Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Series F Senior Note for the enforcement of any payment of
principal hereof or premium, if any, or interest hereon on or after the
respective due dates expressed or provided for herein.
No reference herein to the Indenture and no provision of this Series F
Senior Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Series F Senior Note at the times, place and rate,
and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Series F Senior Note is registrable in the
Security Register, upon surrender of this Series F Senior Note for registration
of transfer at the office or agency of the Company in any place where the
principal of, premium, if any, and interest on this Series F Senior Note are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Series F Senior Notes and of like tenor, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
6
The Series F Senior Notes are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Series F Senior Notes are exchangeable for a like aggregate principal amount of
Series F Senior Notes having the same Stated Maturity and of like tenor of any
authorized denominations as requested by the Holder upon surrender of the Series
F Senior Note or Series F Senior Notes to be exchanged at the office or agency
of the Company.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Series F Senior Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Security is registered as the
owner hereof for all purposes, whether or not this Series F Senior Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
All terms used in this Series F Senior Note that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
7
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with rights of survivorship and not
as tenants in common
UNIF GIFT MIN ACT - ________________________________ Custodian for
(Cust)
________________________________
(Minor)
Under Uniform Gifts to Minors Act of
________________________________
(State)
Additional abbreviations may also be used though not on the above list.
8
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
_______________________________________________________________________________.
(please insert Social Security or other identifying number of assignee)
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Series F Senior Note and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
_______________________________________________________________________________.
agent to transfer said Series F Senior Note on the books of the Company, with
full power of substitution in the premises.
Dated: __________________ __, ____
_______________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
9
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company to
repay the within Security (or portion thereof specified below) on the Repayment
Date pursuant to its terms at the applicable Repayment Price set forth on the
face thereof, together with the interest to the Repayment Date, to the
undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
If less than the entire principal amount of the within Security is to be
repaid, specify the portion thereof which the Holder elects to have repaid:
______________; and specify the denomination or denominations (which shall not
be less than the minimum authorized denomination) of the Series F Senior Notes
to be issued to the Holder for the portion of the within Security not being
repaid (in the absence of any such specification, one such Security will be
issued for the portion not being repaid): _________________.
Dated: __________________________ _______________________________
NOTE: The signature on this Option to Elect Repayment must correspond with
the name as written upon the face of the within instrument in every particular
without alteration or enlargement.
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
JPMORGAN CHASE BANK,
as Trustee
By:________________________________
Authorized Officer