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Exhibit 4.3
DOMINION RESOURCES,
INC.
Issuer
TO
THE BANK OF NEW
YORK
(successor to JPMorgan Chase
Bank, N.A.
(formerly known as The Chase
Manhattan Bank))
Trustee
Thirty-Sixth Supplemental
Indenture
Dated as of June 1,
2008
$400,000,000
2008 Series B 7.0% Senior
Notes
due 2038
TABLE OF
CONTENTS *
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| ARTICLE I |
| 2008 SERIES B 7.0% SENIOR
NOTES |
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| SECTION 101. |
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Establishment |
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1 |
| SECTION
102. |
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Definitions |
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2 |
| SECTION
103. |
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Payment
of Principal and Interest |
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4 |
| SECTION
104. |
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Denominations |
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5 |
| SECTION
105. |
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Global
Securities |
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5 |
| SECTION
106. |
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Redemption |
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6 |
| SECTION
107. |
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Sinking
Fund |
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7 |
| SECTION
108. |
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Additional Interest |
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7 |
| SECTION
109. |
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Paying
Agent |
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7 |
| SECTION
110. |
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Limitation on Liens |
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7 |
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| ARTICLE II |
| MISCELLANEOUS PROVISIONS |
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| SECTION 201. |
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Recitals
by Company |
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10 |
| SECTION
202. |
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Ratification and Incorporation of Original
Indenture |
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10 |
| SECTION
203. |
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Executed
in Counterparts |
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10 |
| SECTION
204. |
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Assignment |
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10 |
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*
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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.
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THIS THIRTY-SIXTH
SUPPLEMENTAL INDENTURE is made as of the first day of June, 2008,
by and between DOMINION RESOURCES, INC., a Virginia corporation,
having its principal office at 120 Tredegar Street, Richmond,
Virginia 23219 (the “Company”), and THE BANK OF NEW
YORK (successor to JPMORGAN CHASE BANK, N.A. (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 Thirty-Sixth 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
Thirty-Sixth 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
2008 SERIES B 7.0% SENIOR
NOTES DUE 2038
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 2008 Series B 7.0% Senior Notes due 2038 (the
“Series B Senior Notes”).
There are to be authenticated
and delivered $400,000,000 principal amount of Series B Senior
Notes, and such principal amount of the Series B Senior Notes may
be increased from time to time pursuant to Section 301(2) of
the Indenture. All Series B 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 B Senior
Notes. Any such additional Series B Notes will have the same
interest rate, maturity and other terms as those initially issued.
Further Series B Senior Notes may also be authenticated and
delivered as provided by Sections 304, 305, 306, 905 or 1107 of the
Original Indenture.
The Series B 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
B 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 B
Senior Notes shall be in substantially the form set forth in
Exhibit B hereto.
Each Series B 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 B 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
Life.
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“Comparable Treasury
Price” for any Redemption Date means (i) the average of
the 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 Barclays Capital Inc., Citigroup Global
Markets Inc., J.P. Morgan Securities Inc., and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and their respective
successors as selected by the Company, or if any 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 June 15 and December 15 of each year,
commencing on December 15, 2008.
“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 June 17, 2008.
“Outstanding”,
when used with respect to the Series B Senior Notes, means, as of
the date of determination, all Series B Senior Notes, theretofore
authenticated and delivered under the Indenture, except:
(i) Series B Senior Notes
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
(ii) Series B 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 B
Senior Notes;
(iii) Series B 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 B 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 B
Senior Notes have been authenticated and delivered pursuant to the
Indenture, other than any such Series B Senior Notes in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Series B Senior Notes are held by a
bona fide purchaser in whose hands such Series B Senior Notes are
valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount
of Outstanding Series B Senior Notes have given
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any request, demand, authorization,
direction, notice, consent or waiver hereunder or are present at a
meeting of Holders of Series B Senior Notes for quorum purposes,
Series B Senior Notes owned by the Company or any other obligor
upon the Series B 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 B Senior Notes which a Responsible Officer of
the Trustee knows to be so owned shall be so disregarded. Series B
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 B Senior Notes and (B) that
the pledgee is not the Company or any other obligor upon the Series
B 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) Barclays Capital Inc., Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and their
respective successors; provided that, if any such firm 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 one other Primary Treasury Dealer 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 B
Senior Notes that are not represented by one or more Global
Securities, the Regular Record Date shall be the close of business
on the 15 th calendar day (whether or not a Business Day) preceding such
Interest Payment Date.
“Remaining Life”
means the remaining term of the Series B Senior Notes.
“Stated Maturity”
means June 15, 2038.
SECTION 103. Payment of
Principal and Interest . The principal of the Series B Senior
Notes shall be due at the Stated Maturity (unless earlier
redeemed). The unpaid principal amount of the Series B Senior Notes
shall bear interest at the rate of 7.0% per annum until paid
or duly provided for, such interest to accrue from the Original
Issue Date or from the most recent 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 B Senior Notes are registered on
the Regular Record Date for such Interest Payment Date;
provided
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that interest payable at the Stated
Maturity of principal or on a Redemption Date 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 B 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 B 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 B 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 B Senior Notes will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments
for the Series B 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 B 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 B 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 that is due at the
Stated Maturity of any Series B Senior Notes or upon redemption
being made upon surrender of such Series B 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 B 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 B Senior Notes may be issued in
denominations of $1,000, or any greater integral multiple of
$1,000.
SECTION 105. Global
Securities . The Series B 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 B Senior Notes represented by such Global Securities
will not be exchangeable for, and will not otherwise be issuable
as, Series B 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.
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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 B 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 B 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, in which case Series B
Senior Notes in definitive form will be printed and delivered to
the Depositary. Any Global Security that is exchangeable pursuant
to the preceding sentence shall be exchangeable for Series B Senior
Notes registered in such names as the Depositary shall
direct.
SECTION 106.
Redemption . The Series B 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 B Senior Notes then Outstandi
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