EXHIBIT 4.11
DEBENTURE EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT
DEBENTURE 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 Debenture Exchange and
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Registration Rights Agreement, the following terms shall have the following
respective meanings:
(a) "Capital Securities Exchange and Registration Rights Agreement"
means the Capital Securities Exchange and Registration Rights Agreement in
respect of the Capital 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) "Debentures" means the 7.83% Junior Subordinated Deferrable
Interest Debentures due December 1, 2027 of Dominion Resources, to be issued
pursuant to the Indenture.
(d) "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.
(e) "Exchange Act" means the Securities Exchange Act of 1934, or any
successor thereto, as amended from time to time.
(f) "Exchange Debentures" has the meaning set forth in Section 2(a)
hereof.
(g) "Exchange Guarantee" has the meaning set forth in Section 2(a)
hereof.
(h) "Exchange Offer" has the meaning set forth in Section 2(a)
hereof.
(i) "Exchange Registration" has the meaning set forth in Section 3(c)
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, a New York banking corporation, as Guarantee Trustee (together
with its successors and assigns "Guarantee Trustee") for the benefit of the
holders of the Securities.
(m) "Guarantee Exchange and Registration Rights Agreement" means the
Guarantee Exchange and Registration Rights Agreement in respect of the Guarantee
dated as of December 8, 1997 among Dominion Resources, the Trust and the
Purchasers.
(n) The term "holder" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement; provided, however, that
if all the Registrable Securities and all the Securities cease to be
outstanding, then it shall have the meaning set forth in the Indenture with
respect to the Debentures.
(o) "Indemnified Person" has the meaning set forth in Section 5(a)
hereof.
(p) "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.
(q) "Issue Date" means December 8, 1997.
(r) "Liquidation Amount" means the stated liquidation preference of
the Securities.
(s) "Material Event" means the happening of any event or the failure
of any event to occur or the discovery of any facts or otherwise (each a
"Material Event"), during the period that a shelf registration statement must be
kept effective as set forth in Section 2(b) which makes any statement made in
such shelf registration statement or the related
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prospectus untrue in any material respect or which causes such shelf
registration statement or prospectus to omit to state a material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(t) "New Guarantee Agreement" has the meaning set forth in the
Guarantee Exchange and Registration Rights Agreement.
(u) 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 hereof, or any other entity of whatever nature.
(v) "Purchase Agreement" means the Purchase Agreement dated December
3, 1997 among Dominion Resources, the Trust and the Purchasers.
(w) "Registrable Securities" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement; provided, however, that
if all the Registrable Securities and all the Securities cease to be
outstanding, then it shall mean the Debentures which have not been sold,
directly or indirectly, pursuant to an effective registration statement under
the Securities Act.
(x) "Registration Default" has the meaning set forth in Section 2(c)
hereof.
(y) "Registration Expenses" has the meaning set forth in Section 4
hereof.
(z) "Resale Period" has the meaning set forth in the Capital
Securities Exchange and Registration Rights Agreement.
(aa) "Rule 144" has the meaning set forth in the Trust Agreement.
(bb) "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; provided, however, that if all the
Registrable Securities and all the Securities cease to be outstanding, then it
shall mean the Debentures which have been registered under the Securities Act.
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(cc) "Securities Act" means the Securities Act of 1933, or any
successor thereto, as amended from time to time.
(dd) "Shelf Registration" has the meaning set forth in Section 2(b)
hereof.
(ee) "Special Interest" has the meaning set forth in Section 2(c)
hereof.
(ff) "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.
(gg) "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
Debenture Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Debenture 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 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") all of the Debentures for a like aggregate principal amount of
a new series of junior subordinated deferrable interest debentures of Dominion
Resources which are substantially identical to the Debentures (and which are
entitled to the benefits of the Indenture which will be qualified under the
Trust Indenture Act) except that they have been registered pursuant to an
effective registration statement under the Securities Act and such new
debentures will not contain provisions for Special Interest or provisions
restricting transfer in the absence of registration under the Securities Act
(such new debentures hereinafter called "Exchange Debentures"). 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 Securities for substantially identical capital securities of the
Trust pursuant to the Capital Securities Exchange and Registration Rights
Agreement (the "Exchange Securities") and to an offer to exchange the Guarantee
for a substantially identical guarantee of Dominion Resources pursuant to the
Guarantee Exchange and Registration
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Rights Agreement (the "Exchange Guarantee"). 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
Debentures for all the Debentures pursuant to the Exchange Offer.
(b) If (i) 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 or (ii) none of the Securities or the
Registrable Securities is outstanding and the Exchange Offer has not been
effected, then in the case of clause (i), such "shelf" registration statement
shall provide for the registration of the Debentures and, in the case of clause
(ii) Dominion Resources shall file under the Securities Act, as soon as
practicable, a "shelf" registration statement providing for the registration of,
and the sale on a continuous or delayed basis by the holders of, all of the
Registrable Securities, pursuant to Rule 415 under the Securities Act and/or any
similar rule that may be adopted by the Commission (in each case, the "Shelf
Registration"). In the case of clause (i) only, the Shelf Registration shall
also provide for the registration of the Securities pursuant to the Capital
Securities Exchange and Registration Rights Agreement and for the registration
of the Guarantee pursuant to the Guarantee Exchange and Registration Rights
Agreement. Dominion Resources and, if applicable, the Trust agree, jointly and
severally, to use their reasonable best efforts to cause the Shelf 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
Registrable Securities outstanding. Dominion Resources and, if applicable, 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,
if applicable, the Trust for such Shelf Registration or by the Securities Act or
rules and regulations thereunder for shelf registration, and Dominion Resources
and, if applicable, the Trust agree, jointly and severally, to furnish to the
holders of the Registrable Securities copies of any such supplement or amendment
prior to its being used and/or filed with the Commission.
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(c) In the event that (i) Dominion Resources and, if applicable, the
Trust have not filed the registration statement relating to the Exchange Offer
on or before the 150th day after the Issue Date, or (ii) such registration
statement has not become effective or been declared effective by the Commission
or, if applicable, a Shelf Registration has not been filed on or before the
180th day after the Issue Date, or (iii) any of the Exchange Offer, the exchange
offers contemplated by the Capital Securities Exchange and Registration Rights
Agreement and the exchange offer contemplated by the Guarantee Exchange and
Registration Rights Agreement has not been completed or, if applicable, a Shelf
Registration is not declared effective within 210 days after the Issue Date (if
the Exchange Offer is then required to be made) or (iv) any registration
statement required by Section 2(b) is filed and declared effective but shall
thereafter cease to be effective at any time prior to the second anniversary of
the Issue Date (other than after such time as all Securities have been disposed
of thereunder or otherwise cease to be Registrable Securities within the meaning
of this Agreement), (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then interest will accrue (in addition to the stated
interest rate on the Debentures) at the rate of 0.25% per annum on the principal
amount of the Debentures (the "Special Interest"), commencing on (w) the 151st
day after the Issue Date in the case of (i) above, (x) the 181st day after the
Issue Date in the case of (ii) above, (y) the 211th day after the Issue Date in
the case of (iii) above, or (z) the day after such shelf registration statement
ceases to be effective in the case of (iv) above; provided, that if, in the case
of (iv) above, such shelf registration statement ceases to be effective as a
result of a Material Event, no Special Interest shall accumulate or accrue so
long as such shelf registration statement again becomes effective within 60 days
of the date notice of such Material Event was received by the holders of the
Securities, the Guarantee and the Debentures; and provided further, that if such
shelf registration statement does not again become effective within such 60-day
period, Special Interest shall accrue commencing on the 61st day after such
shelf registration statement ceases to be effective.
Notwithstanding the foregoing, the additional interest rate on the
Debentures may not exceed 0.25% per annum; provided that (1) upon the filing of
the registration statement (in the case of (i) above), (2) upon the
effectiveness of the registration statement or the filing of a shelf
registration statement (in the case of (ii) above), (3) upon the completion of
the exchange of the Securities, the Guarantee and the Debentures or upon the
effectiveness of the shelf registration statement (in the case of (iii) above),
(4) upon the effectiveness of the shelf registration statement which had ceased
to remain effective (in the case of (iv) above), (5) at the time when the
Securities can be sold by non-affiliates pursuant to Rule 144 under the
Securities Act without any
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limitation under clauses (c), (e), (f) and (h) of Rule 144, (6) at the second
anniversary of the date the Securities are issued, or (7) the date as of which
all securities are sold pursuant to the shelf registration statement, additional
interest on the Debentures shall cease to accrue. Such Additional Interest will
be payable in cash semi-annually in arrears on each June 1 and December 1 in
accordance with, and subject to the deferral provisions of, the Indenture and
the Trust Agreement, respectively. Special Interest, if any, will be computed on
the basis of a 365 or 366 day year, as the case may be, and the number of days
actually elapsed.
(d) 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, if applicable,
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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 the Guarantee Agreement (as
applicable) if 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 Offer and resales of Exchange Securities by broker-dealers
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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 supplement or
post-effective amendment does not conform in all
8
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 or (3) in the case of Dominion Resources, make any changes to
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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, if applicable, 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, if applicable,
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, if applicable, 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, if applicable, 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, if applicable, 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 registration statement and not
more than one counsel for all the holders of such Registrable
Securities, (B) the underwriters (which term, for purposes of
this Debenture Exchange and Registration Rights Agreement, shall
include 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, if
applicable, 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, if applicable, the Trust, and cause the
officers, employees, counsel and independent certified public
accountants of Dominion Resources and, if applicable, 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 will 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
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disclosure by such party in breach of 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, if applicable, 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, if applicable,
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;
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(vii) use their 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;
(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, if applicable, the Trust hereby consents to the
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use of such prospectus and any amendment or supplement thereto by
each such holder and by any such agent and underwriter, in each
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, if applicable, 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, if applicable, 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, if applicable, 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
14
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 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 elating to indemnification and
contribution substantially the same as those set forth in Section
5 hereof, and take such other actions in connection therewith
reasonably requested in order to expedite or facilitate the
disposition of such Registrable Securities; provided, that
Dominion Resources and, if applicable, 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, if
applicable, 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, if applicable, 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 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
15
Securities Act; (B) obtain an opinion or opinions of counsel to
Dominion Resources and, if applicable, 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 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, if
applicable, 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 Debenture Exchange and
Registration Rights Agreement pursuant to Section 8(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
16
successor thereto)) to participate in the preparation of the
registration statement relating to such Registrable Securities,
to exercise usual standards of due diligence in respect thereto
and, if any portion of the offering contemplated by such
registration statement is an underwritten offering or is made
through a 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 to 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, if applicable, 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,
if applicable, 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, if applicable, 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
17
or supplemented prospectus, and if so directed by Dominion Resources and, if
applicable, 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.
(f) Dominion Resources and, if applicable, 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, if applicable, 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, if applicable, the Trust as promptly as
practicable of any inaccuracy or change in information previously furnished by
such holder to Dominion Resources and, if applicable, 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, if applicable, 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
18
other than Dominion Resources and its subsidiaries, officers, managers and
directors.
4. REGISTRATION EXPENSES. If Dominion Resources and, if applicable, the
---------------------
Trust file a registration statement pursuant to Section 2(a) or Section 2(b),
the following provisions shall apply: 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, if applicable, the Trust
for compliance with this Debenture 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, if applicable, 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, if applicable, the Guarantee Trustee under the Guarantee
Agreement, if applicable, 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, if applicable, 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, if applicable, 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.
19
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 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 Registrable Securities 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 be
included in such registration, 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 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 such
Registrable Securities were registered under the Securities Act, or caused
by any 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 of 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
20
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);
(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 person or 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
21
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 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 o 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
22
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 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
23
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 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.
6. UNDERWRITTEN OFFERINGS.
----------------------
(a) Selection of Underwriters. If any of the Registrable Securities
-------------------------
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by the holders of at least a majority in aggregate Liquidation Amount, or
aggregate principal amount, as the case may be, of the Registrable Securities to
be included in such offering, provided that such designated managing underwriter
or underwriters is or are reasonably acceptable to the Trust, if applicable, and
Dominion Resources.
(b) Participation by Holders. Each holder of Registrable Securities
------------------------
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
7. RULE 144 AND RULE 144A. For so long as Dominion Resources or the
----------------------
Trust is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Securities remain outstanding, Dominion
Resources and the Trust, as the case may be, will use their reasonable best
efforts to file the reports required to be filed by it under the Securities Act
and Section 13(a) or 15(d) of the Exchange Act and the rules and regulations
adopted by the Commission thereunder, that if it ceases to be so required to
file such reports, it will, upon the request of any Holder of Registrable
Securities (a) make publicly available such information as is necessary to
permit sales of their securities pursuant to Rule 144 under the Securities Act,
(b) deliver such information to a prospective purchaser as is necessary to
permit
24
sales of their securities pursuant to Rule 144A under the Securities Act and it
will take such further action as any Holder of Registrable Securities may
reasonably request, and (c) take such further action that is reasonable in the
circumstances, in each case, to the extent required from time to time to enable
such Holder to sell its Registrable Securities without registration under the
Securities Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time, (ii)
Rule 144A under the Securities Act, as such rule may be amended from time to
time, or (iii) any similar rules or regulations hereafter adopted by the
Commission. Upon the request of any Holder of Registrable Securities, Dominion
Resources and the Trust will deliver to such Holder a written statement as to
whether it has complied with such requirements.
8. 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 Registrable Securities
which would be inconsistent with the terms contained in this Debenture Exchange
and Registration Rights Agreement and that the Capital Securities Exchange and
Registration Rights Agreement and the Guarantee 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 of the Debenture Trustee under the Indenture, as the case may be,
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
-------------------
Debenture 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
25
hereto for all purposes and such Registrable Securities shall be held subject to
all of the terms of this Debenture 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 Debenture
Exchange and Registration Rights Agreement. If Dominion Resources shall so
request, any such 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 Debenture 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 and the transfer and registration of Registrable Securities by such
holder and/or 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 DEBENTURE 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 Debenture Exchange and Registration Rights Agreement are
inserted for convenience only, do not constitute a part of this Debenture
Exchange and Registration Rights Agreement and shall not affect in any way the
meaning or interpretation of this Debenture Exchange and Registration Rights
Agreement.
(g) Entire Agreement; Amendments. This Debenture 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 Debenture
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 Debenture Exchange and Registration
Rights Agreement may be amended and the observance of any term of this Debenture
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
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the holders of at least a majority in aggregate Liquidation Amount or principal
amount, as the case may be, 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 8(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.
(h) Inspection. For so long as this Debenture Exchange and
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Registration Rights Agreement shall be in effect, this Debenture 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 8(b) above.
(i) Counterparts. This agreement may be executed by the parties in
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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 Debenture Exchange and
Registration Rights Agreement shall terminate when all Securities, Exchange
Securities and Registrable Securities cease to be outstanding.
This Debenture Exchange and Registration Rights Agreement is 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. ▇▇▇▇▇ ▇▇▇▇▇▇
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As Administrative Trustee
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
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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
28