DOMINION RESOURCES, INC. CONSOLIDATED NATURAL GAS COMPANY

EX-4.4 4 dex44.htm SECOND SUPPLEMENTAL INDENTURE TO THE 1995 INDENTURE Second Supplemental Indenture to the 1995 Indenture

EXHIBIT 4.4

DOMINION RESOURCES, INC.

CONSOLIDATED NATURAL GAS COMPANY

and

THE BANK OF NEW YORK

Trustee

 


Second Supplemental Indenture

Dated as of June 27, 2007

To Indenture dated as of April 1, 1995

between

Consolidated Natural Gas Company

and

The Bank of New York, Trustee

 



THIS SECOND SUPPLEMENTAL INDENTURE is made as of the 27th day of June, 2007, by and between DOMINION RESOURCES, INC., a Virginia corporation, having its principal office at 120 Tredegar Street, Richmond, Virginia, 23219 (the “Company”), CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (the “Predecessor Company”), and The Bank of New York (as successor trustee to United States Trust Company of New York), as trustee (hereinafter referred to as the “Trustee”).

WITNESSETH:

WHEREAS, the Predecessor Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 1, 1995, as heretofore amended, supplemented or otherwise modified (the “Indenture”);

WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of June 27, 2007, by and among the Predecessor Company and the Company (the “Merger Agreement”), the Predecessor Company has agreed to merge with and into the Company, the parent entity of the Predecessor Company (the “Merger”), on the effective date and time of the Merger as specified in the Merger Agreement (the “Effective Time”);

WHEREAS, on the Effective Time, (i) the separate existence of the Predecessor Company will cease, and (ii) the Company will survive as the continuing entity;

WHEREAS, Section 5.01 of the Indenture provides that the Predecessor Company may not consolidate with, or merge into any person unless, among other things, (i) the person assumes by supplemental indenture all the obligations of the Predecessor Company under the Indenture, the Securities and any coupons, and (ii) immediately after the transaction no Default exists;

WHEREAS, under Section 5.01 of the Indenture, the successor shall be substituted for the Predecessor Company, and thereafter all obligations of the Predecessor Company under the Indenture, the Securities and any coupons shall terminate;

WHEREAS, Section 9.01 of the Indenture provides that the Predecessor Company and the Trustee may amend the Indenture, the Securities or any coupons without the consent of any Securityholder to comply with Article 5;

WHEREAS, to comply with Sections 5.01 and 9.01 of the Indenture, the Predecessor Company desires that the Company assume, from and after the Effective Time, all of the obligations of the Predecessor Company under the Indenture, and the Securities and any coupons outstanding as of the date hereof;

WHEREAS, the Predecessor Company has delivered to the Trustee, or caused to be delivered to the Trustee on its behalf, an Officers’ Certificate and an Opinion of Counsel each stating that the Merger and this Second Supplemental Indenture comply with Section 5.01 and Section 9.01 of the Indenture and that all conditions precedent provided for in the Indenture relating to the foregoing have been complied with; and


WHEREAS, all things necessary to authorize the assumption by the Company of the Predecessor Company’s obligations under the Indenture, and the Securities and coupons outstanding as of the date hereof, from and after the Effective Time, and to make this Second Supplemental Indenture a valid, binding and legal instrument have been done and performed and the execution and delivery hereof have been in all respects duly authorized.

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 mutually covenant and agree as follows:

1. Definitions. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Indenture.

2. Assumption of Obligations. Pursuant to Sections 5.01 and 9.01 of the Indenture, the Company hereby expressly assumes, from and after the Effective Time, all of the obligations of the Predecessor Company under the Indenture, and the Securities and any coupons outstanding as of the date hereof.

3. Succession and Substitution. Pursuant to Sections 5.01 and 9.01 of the Indenture, from and after the Effective Time, by virtue of the aforesaid assumption and the delivery of this Second Supplemental Indenture, the Company hereby succeeds to and is substituted for the Predecessor Company with the same effect as if it had been named in the Indenture and the Securities and coupons outstanding as of the date hereof, as a party thereto, and hereafter from time to time the Company may exercise each and every right and power of the Predecessor Company under the Indenture and the Securities and coupons outstanding as of the date hereof, in the name of the Predecessor Company or its own name; and any act or proceeding by any provision of the Indenture and the Securities and coupons outstanding as of the date hereof, required or permitted to be done by any board of officer of the Predecessor Company may be done with like force and effect by the like board or officer of the Company.

4. Effectiveness and Operativeness. This Second Supplemental Indenture shall be deemed to have become effective, and the provisions provided for in this Second Supplemental Indenture shall be deemed to have become operative, immediately as of the Effective Time.

5. Ratification of Indenture; Second Supplemental Indenture Part of Indenture. The Indenture, as supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided; and all terms, conditions and provisions of the Indenture shall remain in full force and effect.

 

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6. Evidence of Merger. Following the effectiveness of the Merger, the Company will provide the Trustee with an Assistant Corporate Secretary’s Certificate which will have attached as exhibits evidence of the consummation of the Merger issued by the Secretary of State of the State of Delaware and the Virginia State Corporation Commission.

7. Addresses. Pursuant to the authority set forth in Section 9.01 of the Indenture, the addresses of the Company and the Trustee specified in any provision of the Indenture shall be hereby amended and restated as follows:

 

Company:    Trustee:      

Dominion Resources, Inc.

120 Tredegar Street

Richmond, Virginia 23233

  

The Bank of New York

101 Barclay Street, 8W

New York, New York 10286

Attention: Global Corporate Trust

     

8. Legend. Following the effectiveness of the Merger, the Trustee is authorized and directed to affix the following legend to any certificates relating to any Securities outstanding as of the date hereof:

EFFECTIVE AS JUNE 30, 2006 BY VIRTUE OF THE MERGER OF CONSOLIDATED NATURAL GAS COMPANY, A DELAWARE CORPORATION (“CNG”), WITH AND INTO DOMINION RESOURCES, INC., A VIRGINIA CORPORATION (“DOMINION”), AND PURSUANT TO THAT CERTAIN SECOND SUPPLEMENTAL INDENTURE, DATED AS OF JUNE 27, 2007, BY AND BETWEEN DOMINION, CNG, AND THE BANK OF NEW YORK (AS SUCCESSOR TRUSTEE TO UNITED STATES TRUST COMPANY OF NEW YORK), AS TRUSTEE, DOMINION HAS ASSUMED ALL OF THE OBLIGATIONS OF CNG WITH RESPECT TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE.

9. Governing Law. The laws of the State of New York shall govern this Second Supplemental Indenture, the Securities and any coupons, unless federal law governs.

10. Recitals; Trustee Makes No Representation. The recitals herein contained are made by the Predecessor Company and the Company and not by the Trustee and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

11. Headings. The section headings herein are for convenience only and shall not effect the construction thereof.

12. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.

 

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[The rest of this page has been left blank. Signatures appear on the following page.]

 

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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:

 

/s/ G. Scott Hetzer

Name:

 

G. Scott Hetzer

Title:

 

Senior Vice President and Treasurer

CONSOLIDATED NATURAL GAS COMPANY

By:

 

/s/ G. Scott Hetzer

Name:  

G. Scott Hetzer

Title:

 

Senior Vice President and Treasurer

THE BANK OF NEW YORK, as Trustee

By:

 

/s/ Van K. Brown

Name:

 

Van K. Brown

Title:

 

Vice President