Agent Accession Letter, dated September 10, 2019, among Washington Gas Light Company, MUFG Securities Americas Inc., TD Securities (USA) LLC, CIBC World Markets Corp., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc. and The Williams Capital Group, L.P

EX-1.1 2 washingtongas-agentaccessi.htm EXHIBIT 1.1 Exhibit

Exhibit 1.1

September 10, 2019

MUFG Securities Americas Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Capital Markets Group
Tel: (212) 405-7400
Fax: (646) 434-3455
TD Securities (USA) LLC
31 West 52nd Street
New York, New York 10019
Attention: Danielle Devereaux
Tel: (212) 827-7364
Fax: (212) 849-6180

CIBC World Markets Corp.
300 Madison Avenue
New York, New York 10017
Attention: Execution Management
Tel: (212) 856-3751
Fax: (212) 885-4348

RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street
New York, New York 10281
Attention: Transaction Management Group
Tel: (866) 375-6829
Fax: (212) 428-6308
U.S. Bancorp Investments, Inc.
214 N. Tryon Street, 26th Floor
Charlotte, North Carolina 28202
Attention: High Grade Syndicate
Tel: (877) 558-2607
Fax: (877) 774-3462

The Williams Capital Group, L.P.
650 Fifth Avenue, 11thFloor
New York, New York 10019
Attention: David A. Finkelstein
Tel: (212) 830-4536
Fax: (212) 830-4525

Dear Ladies and Gentlemen:

Washington Gas Light Company, a District of Columbia and Virginia corporation (the “Company”), has previously entered into a Distribution Agreement, dated January 8, 2019 (the “Distribution Agreement”), between the Company and BB&T Capital Markets, a division of BB&T Securities, LLC (the “Existing Agent”), with respect to the proposed issue and sale by the Company of up to $725,000,000 aggregate principal amount of its Medium-Term Notes, Series L (the “Notes”). The Company proposes to issue the Notes under its Indenture, as supplemented (the “Indenture”), dated as of September 1, 1991, with The Bank of New York Mellon, as trustee (the “Indenture Trustee”). The Distribution Agreement permits the Company to appoint one or more additional persons to act as Agent with respect to the Notes, on terms substantially the same as those contained in the Distribution Agreement. A copy of the Distribution Agreement, including the Procedures with respect to the issuance of the Notes attached thereto as Exhibit A, is attached hereto.

In accordance with Section 2(c) of the Distribution Agreement, we hereby confirm that, with effect from the date hereof, each of you shall become a party to, and an Agent under, the Distribution Agreement, vested with all the authority, rights and powers, and subject to all duties and obligations of an Agent as if originally named as such under the Distribution Agreement.

Except as otherwise expressly provided herein, all terms used herein which are defined in the Distribution Agreement shall have the same meanings as in the Distribution Agreement. Your obligation to act as Agent hereunder shall be subject to you having received copies of the most recent documents (including any prior documents referred to therein) previously delivered to the Existing Agents pursuant to Sections 4 and 5 of the Distribution Agreement and letters from the counsel referred to in Section 5 of the Distribution Agreement and the Company’s prior independent auditors that audited the Company’s financial statements for the fiscal year ended September 30, 2018 and the Company’s current independent auditors, in each case, entitling you to rely on their respective opinions and comfort letters delivered pursuant to the Distribution Agreement (to the extent such opinions and comfort letters do not, by their terms permit you as an Additional Agent to rely on them).

By your signature below, you confirm that such documents are to your satisfaction. For purposes of Schedule I of the Distribution Agreement, you confirm that your notice details are as set forth immediately beneath your signature.

Each of the parties to this letter agrees to perform its respective duties and obligations specifically provided to be performed by each of the parties in accordance with the terms and provisions of the Distribution Agreement and the Procedures, as amended or supplemented hereby.

Notwithstanding anything in the Distribution Agreement to the contrary, except as otherwise provided in a Terms Agreement with respect to a particular offering of Notes, the obligations of each of the Existing Agent and the Additional Agents under Section 8 of the Distribution Agreement are several and not joint, and in no case shall any Existing Agent or Additional Agent (except as may be provided in any agreement among them) be responsible under Section 8(d) of the Distribution Agreement to contribute any amount in excess of the commissions received by such Existing Agent or Additional Agent from the offering of the Notes.

This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be executed in one or more counterparts and the executed counterparts taken together shall constitute one and the same agreement.

If the foregoing correctly sets forth the agreement among the parties hereto, please indicate your acceptance hereof in the space provided for that purpose below.

[Signature Page Follows]

Very truly yours,

Washington Gas Light Company

By: /s/ Douglas I. Bonawitz    
Name: Douglas I. Bonawitz
Title: Senior Vice President, Chief Financial
Officer & Treasurer

[Signature Page to Agent Accession Letter]


CONFIRMED AND ACCEPTED, as of the date first above written

MUFG Securities Americas Inc.

RBC Capital Markets, LLC
By: /s/ Richard Testa   
Name: Richard Testa
Title: Managing Director

By: /s/ Scott G. Primrose   
Name: Scott G. Primrose
Title: Authorized Signatory

TD Securities (USA) LLC

U.S. Bancorp Investments, Inc.
By: /s/ Luiz Lanfredi   
Name: Luiz Lanfredi
Title: Director

By: /s/ Craig Anderson   
Name: Craig Anderson
Title: Managing Director

CIBC World Markets Corp.
The Williams Capital Group, L.P.
By: /s/ Jeff Wilson   
Name: Jeff Wilson
Title: Executive Director

By: /s/ David Finkelstein   
Name: David Finkelstein
Title: Assistant Vice President

[Signature Page to Agent Accession Letter]