-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M/hUobU3GnbPGX16L+MUliqNBr6TItsVxHCDeDndnMw7W/EMQTITIcA+yGsU/NFC DNlDoSG2SbLum+e0nWPFGg== 0000893220-96-000584.txt : 19960422 0000893220-96-000584.hdr.sgml : 19960422 ACCESSION NUMBER: 0000893220-96-000584 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960419 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLUMBIA GAS SYSTEM INC CENTRAL INDEX KEY: 0000022099 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] IRS NUMBER: 131594808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08627 FILM NUMBER: 96548744 BUSINESS ADDRESS: STREET 1: 20 MONTCHANIN RD CITY: WILMINGTON STATE: DE ZIP: 19807 BUSINESS PHONE: 3024295000 35-CERT 1 RULE 24 - FILE NO. 70-8627, COLUMBIA GAS SYSTEM 1 April 19, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, DC 20549 Dear Sirs: Interim Report Under Rule 24 of the Public Utility Holding Company Act of 1935 The Columbia Gas System, Inc. File No. 70-8627 In compliance with the terms and conditions of Rule 24 of the Public Utility Holding Company Act of 1935, the declarant, The Columbia Gas System, Inc. ("Columbia"), hereby certifies that pursuant to the Orders of the Commission dated August 25, 1995 and March 15, 1996, Columbia issued and sold a total of 5,750,000 shares of its common stock, $10 par value per share. The sales consisted of 4,333,845 newly issued shares and 1,416,155 shares previously held by Columbia as treasury stock. Of the total, 4,600,000 shares were sold in a negotiated offering to a group of U.S. underwriters represented by: Salomon Brothers Inc, Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Smith Barney Inc. (the "U.S. Representatives") and 1,150,000 shares to a group of international underwriters represented by Salomon Brothers International Limited, Goldman Sachs International, Merrill Lynch International Limited and Smith Barney Inc. (the "International Representatives"). The terms of the transactions are listed below:
Price to Underwriting Proceeds to Total ($) Total ($) Date of Shares Public Discount Company Total Price Underwriting Proceeds Issuance Sold ($ per share) ($ per share) ($ per share) to Public ($) Discount to Company* ==================================================================================================================================== 3/19/96 5,000,000 43.00 1.40 41.60 215,000,000 7,000,000 208,000,000 3/26/96 750,000 43.00 1.40 41.60 32,250,000 1,050,000 31,200,000 ------------------------------------------------------------------------------------------------------------------ Total . . . . . 5,750,000 247,250,000 8,050,000 239,200,000
* Before expenses, estimated at $303,500 Copies of the U.S. and International Prospectuses, both dated March 11, 1996, and the accompanying Prospectus Supplements, dated March 14, 1996, were filed with the Commission on March 15, 1996 pursuant to Rule 424(b)(4) of the Securities Act of 1933. The U.S. Underwriting Agreement dated March 14, 1996 between Columbia and the U.S. Representatives, and the International Underwriting Agreement dated March 14, 1996 between Columbia and the International Representatives are filed herewith as Exhibits A-1 and A-2, respectively. 2 The undersigned certifies that the above-mentioned transaction has been carried out in accordance with the terms and conditions of, and for the purposes represented by the Declaration, as amended, filed by Columbia with the Commission and the Orders of the Commission with respect thereto. Very truly yours, THE COLUMBIA GAS SYSTEM, INC. By: //s// L. J. Bainter ----------------------------------- L. J. Bainter, Treasurer 3 EXHIBIT INDEX A-1 U.S. Underwriting Agreement A-2 International Underwriting Agreement F-3 Opinion of Counsel EX-99.A1 2 U.S. UNDERWRITING AGREEMENT 1 The Columbia Gas System, Inc. 4,000,000 Shares of Common Stock $10 par value per Share U.S. UNDERWRITING AGREEMENT New York, New York March 14, 1996 To the Representatives named in Schedule I hereto of the Under- writers named in Schedule II hereto Dear Sirs: The Columbia Gas System, Inc., a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the "Representatives") are acting as representatives, (1) the principal amount, if any, of its debt securities (the "Debentures") identified in Schedule I hereto, to be issued under an indenture (the "Indenture") dated as of November 28, 1995, between the Company and Marine Midland Bank, as Trustee (the "Trustee"); (2) the shares of common stock, $10.00 par value, of the Company, if any, identified in Schedule I hereto (the "Common Stock"); (3) the shares of preferred stock, $10.00 par value, of the Company, if any, identified in Schedule I hereto (the "Preferred Stock"). The Debentures, Common Stock and Preferred Stock may be sold either separately or as units (the "units") together with any of the foregoing. The Debentures, Common Stock and Preferred Stock shall collectively be referred to herein as the "U.S. Securities". The Common Stock and Preferred Stock described in Schedule I hereto shall collectively be referred to herein as the "Equity Securities". If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "Underwriters" and "Representatives", as used herein, shall each be deemed to refer to such firm or firms. It is understood that the Company is concurrently entering into an International Underwriting Agreement dated the date hereof (the "International Underwriting Agreement") providing for the sale by the Company of Debentures, shares of Common Stock and shares of Preferred Stock (said securities to be sold by the Company pursuant to the International Underwriting Agreement being hereinafter called the "International Securities"), outside the United States and Canada through arrangements with certain underwriters outside the United States and Canada (the "International Underwriters"), for 1 2 whom the representatives named on Schedule I thereto are acting as representatives (the "International Representatives"), the U.S. Securities, together with the International Securities, being hereinafter called the "Securities". It is further understood and agreed that the U.S. Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters dated the date hereof (the "Agreement Between U.S. Underwriters and International Underwriters"), pursuant to which, among other things, the International Underwriters may purchase from the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to the U.S. Underwriting Agreement and the U.S. Underwriters may purchase from the International Underwriters a portion of the International Securities to be sold pursuant to the International Underwriting Agreement. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1, except that these representations and warranties do not apply to that part of the Registration Statement which is the Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 (the "Trust Indenture Act") (Form T-1) of the Trustee under the Indenture or to statements or omissions in the Registration Statement, any preliminary prospectus or the Prospectuses based upon information furnished to the Company in writing by any Underwriter or by the Representatives on behalf of any Underwriter for use therein. Certain terms used in this Section 1 are defined in paragraph (d) hereof. (a) If the offering of the Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable and, if the offering of the Securities is a Non-Delayed Offering (as so specified), paragraph (ii) below is applicable. (i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a base prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, and may have used preliminary final prospectuses, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Securities is a Delayed Offering and, although the Base Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectuses, the Base Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the Commission pursuant to Rules 415 and 424(b)(2) or (5) final supplements to the form of prospectuses included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplements shall include all required information with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution 2 3 Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a Base Prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including Preliminary Final Prospectuses, each of which has previously been furnished to you. The Company will next file with the Commission either (x) final prospectus supplements relating to the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the form of final prospectus supplements. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Final Prospectuses with respect to the Securities and the offering thereof. As filed, such final prospectus supple ments or such amendment and form of final prospectus supplements shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Final Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. It is understood that two forms of prospectus are to be used in connection with the offering and sale of the Securities; one form of prospectus relating to the U.S. Securities, which are to be offered and sold to United States and Canadian Persons, and one form of prospectus relating to the International Securities, which are to be offered and sold to persons other than United States and Canadian Persons. The two forms of prospectus are identical except for the outside front cover page. Such form of prospectus relating to the U.S. Securities as first filed pursuant to Rule 424(b) or, if no filing pursuant to Rule 424(b) is made, such form of prospectus included in the Registration statement at the Effective Date, is hereinafter called the "U.S. Prospectus"; such form of prospectus included in the Registration Statement at the Effective Date, is hereinafter called the "International Prospectus"; and the U.S. Prospectus and the International Prospectus are hereinafter collectively called the "Prospectuses". (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectuses are first filed (if required) in accordance with Rule 424(b) and on the Closing Date, each Final Prospectus (and any supplement 3 4 thereto) will, comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and, on the Effective Date, each Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, each Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) A Declaration and amendments thereto, on Form U-1, seeking appropriate orders permitting the issuance and sale of the Securities and the transactions related thereto will be or has been filed by the Company with the Commission under the Public Utility Holding Company Act of 1935. (d) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Base Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. The "U.S. Preliminary Final Prospectus" and the "International Preliminary Final Prospectus", respectively, shall mean any preliminary prospectus supplement to the Base Prospectus with respect to the offering of the U.S. Securities and the International Securities, as the case may be, which describes the Securities and the offering thereof and is used prior to the filing of the Final Prospectuses; and the U.S. Preliminary Final Prospectus and the International Preliminary Final Prospectus are hereinafter collectively called the "Preliminary Final Prospectuses". The "Final U.S. Prospectus" and the "Final International Prospectus", respectively, shall mean the prospectus supplement with respect to the offering of the U.S. Securities and the International Securities, as the case may be, relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus or, if, in the case of a Non-Delayed Offering, where no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to the Securities, including the Base Prospectus, included in the Registration Statement at the Effective Date; and the Final U.S. Prospectus and the Final International Prospectus are hereinafter collectively called the "Final Prospectuses". "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the 4 5 Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulation under the Act. "Rule 430A Information" means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectuses shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectuses, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectuses shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectuses, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto. "United States or Canadian Person" shall mean any person who is a national or resident of the United States or Canada, any corporation, partnership, or other entity created or organized in or under the laws of the United States or Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to United Sates or Canadian Federal Income taxation, regardless of its source (other than any non-United States or non-Canadian branch of any United States or Canadian Person), and shall include any United States or Canadian branch of a person other than a United States or Canadian Person. "U.S" or "United States" shall mean the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal 5 6 amount or number of shares or Units of Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, in the case of Debentures, if Schedule I hereto provides for the sale of such Debentures pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. U.S. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and U.S. Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities". (b) If so provided in Schedule I hereto, the Company shall hereby grant an option to the several Underwriters to purchase, severally and not jointly, shares of Common Stock (the "Option Securities") at the purchase price set forth in Schedule I. Said option may be exercised only to cover over-allotments in the sale of shares of Common Stock by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectuses upon written or telegraphic notice by the Representatives to the Company setting forth the number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. Delivery of certificates, if any, for the shares of Option Securities by the Company, and payment therefor to the Company, shall be made as provided in Section 3 hereof. The number of shares of the Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the aggregate number of shares of Securities to be purchased by the Underwriters (excluding the Option Securities) as set forth in Schedule II hereto, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. If Schedule I hereto does provide for an over-allotment option as described above, the term "Securities" as used herein shall be deemed to include the Option Securities. (c) If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company (it being understood that the Company may withhold such approval) but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II 6 7 hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities. 3. Delivery and Payment. Delivery of and payment for the Underwriters' Securities (including the Option Securities if the option described in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date) shall be made on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Underwriters' Securities being herein called the "Closing Date"). Delivery of such Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company to the account specified in Schedule I of the Underwriting Agreement at PNC Bank, N.A. by wire transfer of Federal Same Day Funds. Delivery of such Securities shall be made at such location as the Representatives shall reasonably designate at least one business day in advance of the Closing Date, provided that all Debentures shall be delivered through the DTC book entry system only, unless otherwise specified in Schedule I, and payment for the U.S. Securities shall be made at the office specified in Schedule I hereto. Certificates, if any, for such Securities shall be registered in such names and in such denominations as the Representatives may request in writing not less than two full business days in advance of the Closing Date. The Company agrees to have the Underwriters' Securities (including the Option Securities if the option described in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date), if applicable, available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. If the option described in Section 2(b) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver (at the expense of the Company) to the Representatives, at Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date specified by the Representatives (which shall be within three business days after exercise of said option), the Option Securities against payment of the purchase price thereof to or upon the order of the Company to the account specified in Schedule I of the Underwriting Agreement at PNC Bank, N.A. by wire transfer of Federal Same Day Funds. Certificates, if any, for the Option Securities shall be registered in such names and in such denominations as the Representatives shall have requested. If settlement for the Option Securities, if any, occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date (the "Settlement Date") for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of a supplemental opinion as to matters set forth in such paragraphs (i) and (iii) of Exhibit B hereof and an Officer's 7 8 Certificate, confirming as of the date of the Officer's Certificate delivered on the Closing Date, pursuant to Section 5(d) hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the International Underwriting Agreement, and that the Settlement Date, if any, shall occur simultaneously with the "Settlement Date" under the International Underwriting Agreement. 4. Agreements. (a) The Company agrees with the several Underwriters that: (i) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supple ment (including the Final Prospectuses or any Preliminary Final Prospectus) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing. Subject to the foregoing sentence, the Company will cause the Final Prospectuses, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (A) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (B) when the Final Prospectuses, and any supplements thereto, shall have been filed with the Commission pursuant to Rule 424(b), (C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (D) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectuses or for any additional information, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time after the first date of the public offering of the Securities when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectuses as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectuses to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will 8 9 (A) prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and (B) supply any supplemented Prospectuses to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act, as many copies of any Preliminary Final Prospectus and the Final Prospectuses and any supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (v) The Company will arrange for the qualification of the Securities under the securities or "blue sky" laws of such states as the Representatives may reasonably request, and use its best efforts to assist the Representatives in securing such qualification and to pay all expenses (including fees and disbursements of counsel) up to $5,000 in connection with such qualifications and in connection with the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as the Representatives may designate, as well as all filing fees payable in connection with the review of the Securities by the National Association of Securities Dealers, Inc.; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any consent to service of process (other than consent with respect to service of process arising in connection with the Securities) under the laws of any such state. (vi) The Company confirms as of the date hereof that it is in compliance with all provisions of Section 1 of Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the Company further agrees that if it commences engaging in business with the government of Cuba or with any person or affiliate located in Cuba after the date the Registration Statement becomes or has become effective with the Commission or with the Florida Department of Banking and Finance (the "Department"), whichever date is later, or if the information reported in the Prospectus, if any, concerning the Company's business with Cuba or with any person or affiliate located in Cuba changes in any material way, the Company will provide the Department notice of such business or change, as appropriate, in a form acceptable to the Department. (vii) Until the date set forth on Schedule I hereto, the Company will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any shares of Common Stock other than the shares offered pursuant hereto, or any securities convertible into, or exchangeable for, shares of Common Stock; 9 10 provided, however, that (A) the Company may issue and sell Common Stock pursuant to any employee thrift plan, employee stock option plan, stock ownership plan, dividend reinvestment plan or similar plan in effect at the Execution Time, (B) the Company may issue such Common Stock as it deems necessary or desirable to producer claimants of Columbia Gas Transmission Corporation as contemplated in the Company's Third Amended Plan of Reorganization dated July 27, 1995, (C) the Company may issue Common Stock or stock options pursuant to its Long-Term Incentive Plan, as set forth in its Proxy Statement dated March 13, 1996, if approved by shareholders of the Company, and (D) the Company may issue Common Stock issuable upon the conversion of securities or the exercise of stock options on warrants outstanding at the Execution Time. (b) Each U.S. Underwriter agrees that (i) it is not purchasing any of the U.S. Securities for the account of any non-United States and non-Canadian Person, (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the U.S. Securities or distribute any U.S. Prospectus to any person outside the United States or Canada, or to any non-United States and non-Canadian Person, and (iii) any dealer to whom it may sell any of the U.S. Securities will represent that it is not purchasing for the account of any non-United States and non-Canadian Person and agree that it will not offer or resell, directly or indirectly, any of the U.S. Securities outside the United States or Canada, or to any non-United States and non-Canadian Person or to any other dealer who does not represent and agree; provided, however, that the foregoing shall not restrict (A) purchases and sales between the U.S. Underwriters on the one hand and the International Underwriters on the other hand pursuant to the Agreement Between U.S. Underwriters and International Underwriters, (B) stabilization transactions contemplated under the Agreement Between U.S. Underwriters and International Underwriters conducted through the Representatives and International Representatives as part of the distribution of the Securities, and (C) sales to or through (or distributions of Final International Prospectuses or International Preliminary Final Prospectuses to) persons not United States or Canadian Persons who are investment advisors, or who otherwise exercise investment discretion, and who are purchasing for the account of any United States or Canadian Person. (c) The agreements of the U.S. Underwriters set forth in paragraph (b) of this Section 4 shall terminate upon the earlier of the following events: (i) a mutual agreement of the Representatives and the International Representatives to terminate the selling restrictions set forth in paragraph (b) of this Section 4 and in Section 4(b) of the International Underwriting Agreement; or (ii) the expiration of a period of 30 days after the Closing Date, unless (A) the International Representatives shall have given notice to the Company and the Representatives that the distribution of the International Securities has not yet been completed, or (B) the Representatives shall have given notice to the Company and the International Underwriters that the distribution of the U.S. Securities by the U.S. Underwriters has not yet been completed. If such notice by the Representatives or the International Representatives is given, the 10 11 agreements set forth in such paragraph (b) shall survive until the earlier of (1) the event referred to in clause (i) of this subsection (c) or (2) the expiration of an additional period of 30 days from the date of any such notice. 5. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of the Final Prospectuses, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectuses, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the Representatives the opinion of Cravath, Swaine & Moore, counsel for the Company, dated the Closing Date, in substantially the form of Exhibit A, if Debentures are issued, of Exhibit B, if Common Stock is issued, or of Exhibit C, if Preferred Stock is issued. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectuses in this paragraph (b) include any supplements thereto at the Closing Date. (c) The Representatives shall have received from Davis Polk & Wardwell, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Final Prospectuses (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board or the President or the 11 12 principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signer(s) of such certificate have carefully examined the Registration Statement, the Final Prospectuses, any supplement to the Final Prospectuses and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectuses (exclusive of any supplement thereto), there has been no material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectuses (exclusive of any supplement thereto). (e) At the Closing Date, Arthur Anderson LLP shall have furnished to the Representatives a letter or letters (which may refer to letters previously delivered to one or more of the Representatives), dated as of the Closing Date, in form and substance satisfactory to the Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectuses. References to the Prospectuses in this paragraph (e) include any supplement thereto at the date of the letter. In addition, except as provided in Schedule I hereto, at the Execution Time, Arthur Andersen LLP shall have furnished to the Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the Representatives, to the effect set forth above. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectuses (exclusive of any supplement thereto), there shall not have been any change, or any development involving a prospective change, in the results of operations, the financial condition or affecting the 12 13 business or properties of the Company and its subsidiaries the effect of which is, in the reasonable judgment of the Representatives, so material and adverse to the Company and its subsidiaries taken as a whole, as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectuses (exclusive of any supplement thereto). (g) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the Underwriters have been approved by the Company. The closing of the purchase of the International Securities to be issued and sold by the Company pursuant to the International Underwriting Agreement shall occur concurrently with the closing described herein. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Repre sentatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel for The Columbia Gas System, Inc., at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the Closing Date. 6. Reimbursement of Underwriters' Expenses. If the sale of the U.S. Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the U.S. Securities. 7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Final Prospectus or the Final Prospectuses (if used within the period set 13 14 forth in paragraph (b) of Section 4 hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein, or arises out of, or is based upon, statements in or omissions from the part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee under the Indenture; and provided further, however, that indemnification with respect to any Preliminary Final Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the U.S. Securities which are the subject thereof (or to the benefit of any person controlling such Underwriter), if such Underwriter (or the Representatives on behalf of such Underwriter) failed to send or give a copy of the Final Prospectuses (as amended or supplemented if the Company shall have made any amendments or supplements thereto which have theretofore been furnished to the Representatives or such Underwriter), excluding any documents incorporated by reference therein, to such person at or prior to the written confirmation of the sale of such U.S. Securities to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b). The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party 14 15 shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or, (ii) the named parties to any such proceeding include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be in appropriate due to actual or potential differing interests between them, or (iii) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one local counsel in each such jurisdiction) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parities indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable or insufficient to hold harmless, to the extent provided for in paragraphs (a) and (b) hereof, to an indemnified party for any reason, the Company and the Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the Underwriters from the offering of the U.S. Securities; provided, however, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the U.S. Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the U.S. Securities purchased by such Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final U.S. Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information provided by the Company or the Underwriters. The Company and the Underwriters agree that it would not be just and equitable if contribution were determined 15 16 by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 8. Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the U.S. Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the U.S. Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the U.S. Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as either the Representatives or the Company shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 9. Termination. This Agreement shall be subject to termination, in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the U.S. Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final U.S. Prospectus (exclusive of any supplement thereto). 16 17 10. Representations and Indemnities to Survive . The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the U.S. Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement. 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Carolyn M. Afshar, Secretary. 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, Corporation By: //s// M. W. O'Donnell ----------------------------------- Name: M. W. O'Donnell Title: Chief Financial Officer 17 18 The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. By: ------------------------------- [Title] By: ------------------------------- [Title] For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. or By: //s// Dominic Lepore ------------------------------------- Name: Dominic Lepore Title: Vice President For itself and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. 18 19 SCHEDULE I U.S. Underwriting Agreement dated March 14, 1996 Registration Statement No. 33-64555 Representatives: Salomon Brothers Inc Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Smith Barney Inc. Notices: In care of Salomon Brothers Inc Seven World Trade Center New York, NY 10048 Title, Purchase Price and Description of Securities: Title: Common Stock, $10 par value Number of shares: 4,000,000 Over-allotment option: up to an additional 600,000 shares, at the Underwriters' option for thirty days. Price to Public: $43.00 per share Underwriting Discount: $1.40 per share Net Proceeds to Company: $41.60 per share Closing Date, Time and Location: Date: March 19, 1996 Time: 9:30 a.m. (EST) Location: the offices of Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, New York Type of Offering: Non-Delayed Offering 1 20 Comfort Letter of Arthur Anderson LLP referred to in Section 5 (e): to be delivered at the Closing. Account referred to in Section 3: PNC Bank, N.A. Pittsburgh, PA ABA #043000096 For Credit to: The Columbia Gas System, Inc. Account #1002415423 Lock-up pursuant to Section 4(a) (vii): 120 days commencing on March 14, 1996. 2 21 SCHEDULE II
Number of Shares to Underwriters be Purchased - ------------ ------------ Salomon Brothers Inc 852,500 Goldman, Sachs & Co. 852,500 Merrill Lynch, Pierce, Fenner & Smith Incorporated 852,500 Smith Barney, Inc. 852,500 BT Securities Corporation 75,000 CIBC Woody Gundy Securities Corp. 75,000 A.G. Edwards & Sons, Inc. 75,000 J.P. Morgan Securities Inc. 75,000 Nesbitt Burns Securities Inc. 75,000 Prudential Securities Incorporated 75,000 Janney Montgomery Scott Inc. 35,000 Legg Mason Wood Walker, Incorporated 35,000 Morgan Keegan & Company 35,000 Wheat First Butcher Singer 35,000 --------------- Total 4,000,000
1 22 EXHIBIT A Form of Opinion of Special Counsel to the Company The opinion of ___________________, counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., U.S. Underwriting Agreement (Debentures) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company; (iv) the Indenture has been duly qualified under the Trust Indenture Act; (v) the Debentures have been duly authorized, and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Corporation; (vi) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (vii) the performance of the terms of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or the Restated Certificate of Incorporation or By-laws, as amended, of the Company; (viii) the statements in the Prospectus under the caption "Description of Securities--Debentures", insofar as they purport to constitute summaries of the terms of the Debentures, fairly summarize the matters therein described; 1 23 (ix) the Registration Statement is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge, no proceeding for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (viii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 24 EXHIBIT B Form of Opinion of Special Counsel to the Company The opinion of _________________ counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., U.S. Underwriting Agreement (Common Stock) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Securities have been duly authorized, and when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will have been validly issued, fully paid and nonassessable and the holders of outstanding shares of capital stock of the Company are not entitled to statutory pre-emptive or, to such Counsel's knowledge, other rights to subscribe for the Securities; (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (v) the performance of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or By-laws of the Company and no consent, approval or authorization of any United States Federal, New York or, to the extent required under the General Corporation Law of the State of Delaware, Delaware governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement, except such as have been obtained under the Securities Act and such as may be required under the securities laws of the various states and the blue sky laws of any jurisdiction and the securities laws of the various states and the blue sky laws of any jurisdiction in connection with the offer and sale of the Shares; 1 25 (vi) the Registration Statement is effective under the Securities Act of 1933 and to the best of such counsel's knowledge, no proceeding for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933; (vii) to the best knowledge of such counsel there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters; and (viii) the statements made in the Prospectus under the caption "Description of Securities -- Common Stock", insofar as they purport to constitute summaries of the terms of the Common Stock, fairly summarize the matters therein described. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (viii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 26 EXHIBIT C Form of Opinion of Special Counsel to the Company The opinion of ____________________, counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., U.S. Underwriting Agreement (Preferred Stock) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Securities have been duly authorized, and when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will have been validly issued, fully paid and nonassessable, and holders of outstanding shares of capital stock are not entitled to statutory preemptive or, to such counsel's knowledge, similar rights; (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (v) the performance of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or By-laws of the Company and no consent, approval or authorization of any United States Federal, New York or, to the extent required under the General Corporation Law of the State of Delaware, Delaware governmental body or agency is required for the performance by the Company of its obligations under the U.S. Underwriting Agreement and the International Underwriting Agreement, except such as have been obtained under the Securities Act and such as may be required under the securities laws of the various states and the blue sky laws of any jurisdiction in connection in with the offer and sale of the Shares; 1 27 (vi) the Registration Statement is effective under the Securities Act of 1933 and to the best of such counsel's knowledge, no proceeding for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933; and (vii) the statements made in the Prospectus under the caption "Description of Securities -- Preferred Stock", insofar as they purport to constitute summaries of the terms of the Preferred Stock, fairly summarize the matters therein described. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (vii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 EX-99.A2 3 INTERNATIONAL UNDERWRITING AGREEMENT 1 1,000,000 Shares of Common Stock The Columbia Gas System, Inc. $10 par value per Share INTERNATIONAL UNDERWRITING AGREEMENT New York, New York March 14, 1996 To the International Representatives named in Schedule I hereto of the International Underwriters named in Schedule II hereto Dear Sirs: The Columbia Gas System, Inc., a Delaware corporation (the "Company"), proposes to sell to the underwriters named in Schedule II hereto (the "International Underwriters"), for whom you (the "International Representatives") are acting as representatives, (1) the principal amount, if any, of its debt securities (the "Debentures") identified in Schedule I hereto, to be issued under an indenture (the "Indenture") dated as of November 28, 1995, between the Company and Marine Midland Bank, as Trustee (the "Trustee"); (2) the shares of common stock, $10.00 par value, of the Company, if any, identified in Schedule I hereto (the "Common Stock"); (3) the shares of preferred stock, $10.00 par value, of the Company, if any, identified in Schedule I hereto (the "Preferred Stock"). The Debentures, Common Stock and Preferred Stock may be sold either separately or as units (the "units") together with any of be foregoing. The Debentures, Common Stock and Preferred Stock shall collectively be referred to herein as the "International Securities". The Common Stock and Preferred Stock described in Schedule I hereto shall collectively be referred to herein as the "International Equity Securities". If the firm or firms listed in Schedule II hereto include only the firm or firms listed in Schedule I hereto, then the terms "International Underwriters" and "International Representatives", as 1 2 used herein, shall each be deemed to refer to such firm or firms. It is understood that the Company is concurrently entering into a U.S. Underwriting Agreement dated the date hereof (the "U.S. Underwriting Agreement") providing for the sale by the Company of Debentures, shares of Common Stock and Preferred Stock (said securities to be sold by the Company pursuant to the U.S. Underwriting Agreement being hereinafter called the "U.S. Securities"), in the United States and Canada through arrangements with certain underwriters in the United States and Canada (the "U.S. Underwriters"), for whom the Representatives named on Schedule I thereto are acting as representatives (the "U.S. Representatives"), the International Securities, together with the U.S. Securities, being hereinafter called the "Securities". It is further understood and agreed that the U.S. Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters dated the date hereof (the "Agreement Between U.S. Underwriters and International Underwriters"), pursuant to which, among other things, the International Underwriters may purchase from the U.S. Underwriters a portion of the U.S. Securities to be sold pursuant to the U.S. Underwriting Agreement and the U.S. Underwriters may purchase from the International Underwriters a portion of the International Securities to be sold pursuant to the International Underwriting Agreement. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each International Underwriter as set forth below in this Section 1, except that these representations and warranties do not apply to that part of the Registration Statement which is the Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 (the "Trust Indenture Act") (Form T-1) of the Trustee under the Indenture or to statements or omissions in the Registration Statement, any preliminary prospectuses or the Prospectuses based upon information furnished to the Company in writing by any International Underwriter or by the International Representatives on behalf of any International Underwriter for use therein. Certain terms used in this Section I are defined in paragraph (d) hereof. (a) If the offering of the Securities is a Delayed Offering (as specified in Schedule I hereto), paragraph (i) below is applicable and, if the offering of the Securities is a Non-Delayed Offering (as so specified), paragraph (ii) below is applicable. (i) The Company meets the requirements for the use of Form S-3 under the Securities Act of 1933 (the "Act") and has filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a base prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, and may have used preliminary final prospectuses, each of which has previously been furnished to you. Such registration statement, as so amended, has become effective. The offering of the Securities is a Delayed Offering and, although the Base Prospectus may not include all the information with respect to the Securities and the offering thereof required by the Act and the rules thereunder to be included in the Final Prospectuses, the Base Prospectus includes all such information required by the Act and the rules thereunder to be included therein as of the Effective Date. The Company will next file with the 2 3 Commission pursuant to Rules 415 and 424(b)(2) or (5) final supplements to the form of prospectuses included in such registration statement relating to the Securities and the offering thereof. As filed, such final prospectus supplements shall include all required information with respect to the Securities and the offering thereof and, except to the extent the International Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Final International Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. (ii) The Company meets the requirements for the use of Form S-3 under the Act and has filed with the Commission a registration statement (the file number of which is set forth in Schedule I hereto) on such Form, including a Base Prospectus, for registration under the Act of the offering and sale of the Securities. The Company may have filed one or more amendments thereto, including Preliminary Final Prospectuses, each of which has previously been furnished to you. The Company will next file with the Commission either (x) final prospectus supplements relating to the Securities in accordance with Rules 430A and 424(b)(1) or (4), or (y) prior to the effectiveness of such registration statement, an amendment to such registration statement, including the forms of final prospectus supplements. In the case of clause (x), the Company has included in such registration statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Act and the rules thereunder to be included in the Final Prospectuses with respect to the Securities and the offering thereof. As filed, such final prospectus supple ments or such amendment and form of final prospectus supplements shall contain all Rule 430A Information, together with all other such required information, with respect to the Securities and the offering thereof and, except to the extent the International Representatives shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes (beyond that contained in the Base Prospectus and any Preliminary Final International Prospectus) as the Company has advised you, prior to the Execution Time, will be included or made therein. It is understood that two forms of prospectus are to be used in connection with the offering and sale of the Securities: one form of prospectus relating to the U.S. Securities, which are to be offered and sold to United States and Canadian Persons, and one form of prospectus relating to the International Securities, which are to be offered and sold to persons other than United States and Canadian Persons. The two forms of prospectus are identical except for the outside front cover page, the discussion under the heading "Underwriting" and the outside back cover page. Such form of prospectus relating to the U.S. Securities as first filed pursuant to Rule 424(b) or, if no filing pursuant to Rule 424(b) is made, such form 3 4 of prospectus included in the Registration Statement at the Effective Date, is hereinafter called the "U.S. Prospectus"; such form of prospectus relating to the International Securities as first filed pursuant to Rule 424(b) or, if no filing pursuant to Rule 424(b) is made, such form of prospectus included in the Registration Statement at the Effective Date, is hereinafter called the "International Prospectus"; and the U.S. Prospectus and the International Prospectus are hereinafter collectively called the "Prospectuses". (b) On the Effective Date, the Registration Statement did or will, and when the Final Prospectuses are first filed (if required) in accordance with Rule 424(b) and on the Closing Date, each Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Securities Exchange Act of 1934 (the "Exchange Act") and the Trust Indenture Act and the respective rules thereunder; on the Effective Date, the Registration Statement did not or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date the Indenture did or will comply in all material respects with the requirements of the Trust Indenture Act and the rules thereunder; and, on the Effective Date, each Final Prospectus, if not filed pursuant to Rule 424(b), did not or will not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, each Final Prospectus (together with any supplement thereto) will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) A Declaration and amendments thereto, on Form U-1, seeking appropriate orders permitting the issuance and sale of the Securities and the transactions related thereto will be or has been filed by the Company with the Commission under the Public Utility Holding Company Act of 1935. (d) The terms which follow, when used in this Agreement, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Base Prospectus" shall mean the prospectus referred to in paragraph (a) above contained in the Registration Statement at the Effective Date including, in the case of a Non-Delayed Offering, any Preliminary Final Prospectus. The "U.S. Preliminary Final Prospectus" and the "International Preliminary Final Prospectus", respectively, shall mean any preliminary prospectus supplement to the Base Prospectus with respect to the offering of the U.S. Securities and the International Securities, as the case may be, which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectuses and the U.S. Preliminary Final Prospectus and the International Preliminary Final Prospectus are hereinafter collectively called the "Preliminary Final Prospectuses". The "Final U.S. Prospectus" and the "Final International Prospectus", respectively, shall mean the prospectus supplement with respect to 4 5 the offering of the U.S. Securities and the International Securities, as the case may be, relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus or, if, in the case of a Non-Delayed Offering, no filing pursuant to Rule 424(b) is required, shall mean the form of final prospectus relating to such Securities, including the Base Prospectus, included in the Registration Statement at the Effective Date and the Final U.S. Prospectus and the Final International Prospectus are hereinafter collectively called the "Final Prospectuses". "Registration Statement" shall mean the registration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time (or, if not effective at the Execution Time, in the form in which it shall become effective) and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date (as hereinafter defined), shall also mean such registration statement as so amended. Such term shall include any Rule 430A Information deemed to be included therein at the Effective Date as provided by Rule 430A. "Rule 415", "Rule 424", "Rule 430A" and "Regulation S-K" refer to such rules or regulation under the Act. "Rule 430A Information" means information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectuses or the Final Prospectuses shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Final Prospectuses or the Final Prospectuses, as the case may be; and any reference herein to the terms "amend", "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus, any Preliminary Final Prospectuses or the Final Prospectuses shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Final Prospectuses or the Final Prospectuses, as the case may be, deemed to be incorporated therein by reference. A "Non-Delayed Offering" shall mean an offering of securities which is intended to commence promptly after the effective date of a registration statement, with the result that, pursuant to Rules 415 and 430A, all information (other than Rule 430A Information) with respect to the securities so offered must be included in such registration statement at the effective date thereof. A "Delayed Offering" shall mean an offering of securities pursuant to Rule 415 which does not commence promptly after the effective date of a registration statement, with the result that only information required pursuant to Rule 415 need be included in such registration statement at the effective date thereof with respect to the securities so offered. Whether the offering of the Securities is a Non-Delayed Offering or a Delayed Offering shall be set forth in Schedule I hereto. "United States or Canadian Person" shall mean any person who is a national or resident of the United States or Canada, any corporation, partnership, or other entity created or organized in or under the laws of the United States or Canada or of any political subdivision thereof, or any estate or trust the income of which is subject to United States or Canadian Federal income taxation, regardless of its source (other than any non-United States or non-Canadian branch of any United States or Canadian 5 6 Person), and shall include any United States or Canadian branch of a person other than a United States or Canadian Person. "U.S." or "United States" shall mean the United States of America (including the states thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. 2. Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each International Underwriter, and each International Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount or number of shares or Units of Securities set forth opposite such International Underwriter's name in Schedule II hereto, except that in the case of Debentures, if Schedule I hereto provides for the sale of such Debentures pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the International Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. International Securities to be purchased by the International Underwriters are herein sometimes called the "International Underwriters' Securities" and International Securities to be purchased pursuant to Delayed Contracts as hereinafter provided are herein called "Contract Securities". (b). If so provided in Schedule I hereto, the Company shall hereby grant an option to the several International Underwriters to purchase, severally and not jointly, shares of Common Stock (the "International Option Securities") at the purchase price set forth in Schedule I. Said option may be exercised only to cover over-allotments in the sale of shares of Common Stock by the International Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of the Final Prospectuses upon written or telegraphic notice by the International Representatives to the Company setting forth the number of shares of the International Option Securities as to which the several International Underwriters are exercising the option and the settlement date. Delivery of certificates, if any, for the shares of International Option Securities by the Company, and payment therefor to the Company, shall be made as provided in Section 3 hereof. The number of shares of the International Option Securities to be purchased by each International Underwriter shall be the same percentage of the total number of shares of the International Option Securities to be purchased by the several International Underwriters as such International Underwriter is purchasing of the aggregate number of shares of Securities to be purchased by the International Underwriters (excluding the International Option Securities) as set forth in Schedule II hereto, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. If Schedule I hereto does provide for an over-allotment option as described above, the term "Securities" as used herein shall be deemed to include the International Option Securities. (c). If so provided in Schedule I hereto, the International Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The International Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the International Representatives, for the account of the International Underwriters, on the Closing Date, the percentage set forth in 6 7 Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the International Underwriters have been approved by the Company (it being understood that the Company may withhold such approval) but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The International Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each International Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such International Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all International Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities. 3. Delivery of Payment. Delivery of and payment for the International Underwriters' Securities (including the International Option Securities if the option described in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date) shall be made on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the International Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the International Underwriters' Securities being herein called the "Closing Date"). Delivery of such Securities shall be made to the International Representatives for the respective accounts of the several International Underwriters against payment by the several International Underwriters through the International Representatives of the purchase price thereof to or upon the order of the Company to the account specified in Schedule I of the International Underwriting Agreement at PNC Bank, N.A. by wire transfer of Federal Same Day Funds. Delivery of such Securities shall be made at such location as the International Representatives shall reasonably designate at least one business day in advance of the Closing Date, provided that all Debentures shall be delivered through the DTC book entry system only, unless otherwise specified in Schedule I, and payment for the International Securities shall be made at the office specified in Schedule I hereto. Certificates, if any, for such Securities shall be registered in such names and in such denominations as the Representatives may request in writing not less than two full business days in advance of the Closing Date. The Company agrees to have the International Underwriters' Securities (including the International Option Securities if the option described in Section 2(b) hereof shall have been exercised on or before the third business day prior to the Closing Date), if applicable, available for inspection, checking and packaging by the Representatives in New York, New York, not later than 1:00 PM on the business day prior to the Closing Date. 7 8 If the option described in Section 2(b) hereof is exercised after the third business day prior to the Closing Date, the Company will deliver (at the expense of the Company) to the International Representatives, at Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the date specified by the Representatives and International Representatives (which shall be within three business days after exercise of said option), the International Option Securities against payment of the purchase price thereof to or upon the order of the Company to the account specified in Schedule I of the International Underwriting Agreement at PNC Bank, N.A. by wire transfer of Federal Same Day Funds. Certificates, if any, for the International Option Securities shall be registered in such names and in such denominations as the International Representatives shall have requested. If settlement for the International Option Securities, if any, occurs after the Closing Date, the Company will deliver to the International Representatives on the settlement date (the "Settlement Date") for the International Option Securities, and the obligation of the International Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions as to matters set forth in paragraphs (i) and (ii) of Exhibit B hereto and an Officer's Certificate confirming as of the Settlement Date the matters contained in the Officer's Certificate delivered on the Closing Date pursuant to Section 5(d) hereof. It is understood and agreed that the Closing Date shall occur simultaneously with the "Closing Date" under the U.S. Underwriting Agreement, and that the Settlement Date, if any, shall occur simultaneously with the "Settlement Date" under the U.S. Underwriting Agreement. 4. Agreements. (a) The Company agrees with the several International Underwriters that: (i) The Company will use its best efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the Final Prospectuses or any Preliminary Final Prospectuses) to the Base Prospectus unless the Company has furnished you a copy for your review prior to filing. Subject to the foregoing sentence, the Company will cause the Final Prospectuses, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the International Representatives of such timely filing. The Company will promptly advise the International Representatives (A) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (B) when the Final Prospectuses, and any supplements thereto, shall have been filed with the Commission pursuant to Rule 424(b), (C) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed or become effective, (D) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectuses or for any additional information, (E) 8 9 of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (F) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (ii) If, at any time after the first date of the public offering of the Securities when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which either of the Final Prospectuses as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement either of the Final Prospectuses to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (A) prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and (B) supply any supplemented Prospectuses to you in such quantities as you may reasonably request. (iii) As soon as practicable, the Company will make generally available to its security holders and to the International Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (iv) The Company will furnish to the International Representatives and counsel for the International Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an International Underwriter or dealer may be required by the Act, as many copies of any International Preliminary Final Prospectus and any Final International Prospectus and any supplement thereto as the International Representatives may reasonably request. The Company will pay the expenses of printing or other production of all documents relating to the offering. (v) The Company will arrange for the qualification of the Securities under the laws of such jurisdictions as the International Representatives may reasonably request, and use its best efforts to assist the International Representatives in securing such qualification and to pay all expenses (including fees and disbursements of counsel) up to $5,000 in connection with such qualifications and in connection with the determination of the eligibility of the Securities for investment under the laws of such jurisdictions as the International Representatives may designate, as well as all filing fees payable in connection with the review 9 10 of the Securities by the National Association of Securities Dealers, Inc.; provided, however, that the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities or to execute or file any consent to service of process (other than consent with respect to service of process arising in connection with the Securities) under the laws of any such jurisdiction. (vi) Until the date set forth on Schedule I hereto, the Company will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of any shares of Common Stock other than the shares offered pursuant hereto, or any securities convertible into, or exchangeable for, shares of Common Stock; provided, however, that: (A) the Company may issue and sell Common Stock pursuant to any employee thrift plan, employee stock option plan, stock ownership plan, dividend reinvestment plan or similar plan of the Company in effect at the Execution Time, (B) the Company may issue such Common Stock as it deems necessary or desirable to producer claimants of Columbia Gas Transmission Corporation as contemplated in the Company's Third Amended Plan of Reorganization dated July 27, 1995, (C) the Company may issue Common Stock or stock options pursuant to its Long-Term Incentive Plan, as set forth in its Proxy Statement dated March 13, 1996, if approved by the shareholders of the Company, and (D) the Company may issue Common Stock issuable upon the conversion of the securities or the exercise on warrants outstanding at the Execution Time. (b) Each International Underwriter agrees that: (i) it is not purchasing any of the International Securities for the account of any United States or Canadian Person, (ii) it has not offered or sold, and will not offer or sell, directly or indirectly, any of the International Securities or distribute any International Prospectus to any person in the United States or Canada, or to any United States or Canadian Person, and (iii) any dealer to whom it may sell any of the International Securities will represent that it is not purchasing for the account of any United States or Canadian Person and agree that it will not offer or resell, directly or indirectly, any of the International Securities in the United States or Canada, or to any United States or Canadian Person or to any other dealer who does not so represent and agree; provided, however, that the foregoing shall not restrict (A) purchases and sales between the U.S. Underwriters on the one hand and the International Underwriters on the other hand pursuant to the Agreement Between U.S. Underwriters and International Underwriters, (B) stabilization transactions contemplated under the Agreement Between U.S. Underwriters and International Underwriters, conducted through Salomon Brothers Inc (or through the Representatives and International Representatives) as part of the distribution of the Securities, and (C) sales to or through (or distributions of the Final International Prospectus or the International Preliminary Final Prospectus to) persons not United States or Canadian Persons who are 10 11 investment advisors, or who otherwise exercise investment discretion, and who are purchasing for the account of any United States or Canadian Person. (c) The agreements of the International Underwriters set forth in paragraph (b) of this Section 4 shall terminate upon the earlier of the following events: (i) a mutual agreement of the Representatives and the International Representatives to terminate the selling restrictions set forth in paragraph (b) of this Section 4 and in Section 4(b) of the U.S. Underwriting Agreement; or (ii) the expiration of a period of 30 days after the Closing Date, unless (A) the International Representatives shall have given notice to the Company and the U.S. Representatives that the distribution of the International Securities by the International Underwriters has not yet been completed, or (B) the U.S. Representatives shall have given notice to the Company and the International Underwriters that the distribution of the U.S. Securities by the U.S. Underwriters has not yet been completed. If such notice by the International Representatives or the U.S. Representatives is given, the agreements set forth in such paragraph (b) shall survive until the earlier of (1) the event referred to in clause (i) of this subsection (c) or (2) the expiration of an additional period of 30 days from the date of any such notice. (d) Each International Underwriter severally represents and agrees that: (i) it has not offered or sold, and prior to the expiration of six months from the Closing Date will not offer or sell any International Securities in the United Kingdom, except to persons whose ordinary business activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise, in circumstances which do not constitute an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of The Financial Services Act 1986 with respect to anything done by it in relation to the International Securities, in, from or otherwise involving the United Kingdom; and (iii) it has only issued or passed on, and will only issue or pass on, in the United Kingdom any document received by it in connection with the sale and placement of the International Securities, to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person to whom the document may otherwise lawfully be issued or passed on. 11 12 5. Conditions to the Obligations of the International Underwriters. The obligations of the International Underwriters to purchase the International Underwriters' Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If the Registration Statement has not become effective prior to the Execution Time, unless the Representatives and the International Representatives agree in writing to a later time, the Registration Statement will become effective not later than (i) 6:00 PM New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 3:00 PM New York City time on such date or (ii) 12:00 Noon on the business day following the day on which the public offering price was determined, if such determination occurred after 3:00 PM New York City time on such date; if filing of either of the Final Prospectuses, or any supplement thereto, is required pursuant to Rule 424(b), the Final Prospectuses, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have furnished to the International Representatives the opinion of Cravath, Swaine & Moore, counsel for the Company, dated the Closing Date, in substantially the form of Exhibit A, if Debentures are issued, of Exhibit B, if Common Stock is issued, or of Exhibit C, if Preferred Stock is issued. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York or the United States, to the extent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the International Underwriters and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Final Prospectuses in this paragraph (b) include any supplements thereto at the Closing Date. (c) The International Representatives shall have received from Davis Polk & Wardwell, counsel for the International Underwriters, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Indenture, any Delayed Delivery Contracts, the Registration Statement, the Final Prospectuses (together with any supplement thereto) and other related matters as the International Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Company shall have furnished to the International Representatives a certificate of the Company, signed by the Chairman of the Board or the President and the principal financial or accounting officer of the Company, dated 12 13 the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectuses, any supplement to the Final Prospectuses and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Final Prospectuses, there has been no material adverse change, or any development involving a prospective material advise change, in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Final Prospectuses. (e) At the Closing Date, Arthur Anderson LLP shall have furnished to the International Representatives a letter or letters (which may refer to letters previously delivered to one or more of the International Representatives), dated as of the Closing Date, in form and substance satisfactory to the International Representatives, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectuses. References to the Prospectuses in this paragraph (e) include any supplement thereto at the date of the letter. In addition, except as provided in Schedule I hereto, at the Execution Time, Arthur Anderson LLP shall have furnished to the International Representatives a letter or letters, dated as of the Execution Time, in form and substance satisfactory to the International Representatives, to the effect set forth above. (f) Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectuses (exclusive of any supplement thereto), there shall not have been any change, or any development involving a prospective material advise change, in the results of operations, the financial condition or affecting the business or properties of The Company and its subsidiaries the effect of which is, in the reasonable judgment of the International Representatives, so 13 14 material and adverse to the Company and its subsidiaries taken as a whole, as to make it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Final Prospectuses (exclusive of any supplement thereto). (g) The Company shall have accepted Delayed Delivery Contracts in any case where sales of Contract Securities arranged by the International Underwriters have been approved by the Company. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the International Representatives and counsel for the International Underwriters, this Agreement and all obligations of the International Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the International Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing. The documents required to be delivered by this Section 5 shall be delivered at the office of Cravath, Swaine & Moore, counsel for The Columbia Gas System, Inc., at Worldwide Plaza, 825 Eighth Avenue, New York, New York, on the Closing Date. 6. Reimbursement of International Underwriters' Expenses. If the sale of the International Securities provided for herein is not consummated because any condition to the obligations of the International Underwriters set forth in Section 5 hereof is not satisfied, or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the International Underwriters, the Company will reimburse the International Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the International Securities. 7. Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each International Underwriter, the directors, officers, employees and agents of each International Underwriter and each person, if any, who controls any International Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any U.S. or International Preliminary Final Prospectus or in either of the Final Prospectuses (if used within the period set forth in paragraph (b) of Section 4 hereof and as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or arising out of or based 14 15 upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any International Underwriter through the International Representatives specifically for inclusion therein, or arises out of, or is based upon, statements in or omissions from the part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the Trust Indenture Act (Form T-1) of the Trustee under the Indenture; and provided further, however, that indemnification with respect to any Preliminary Final Prospectus shall not inure to the benefit of any International Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the International Securities which are the subject thereof (or to the benefit of any person controlling such International Underwriter), if such International Underwriter (or the International Representatives on behalf of such International Underwriter) failed to send or give a copy of the appropriate Final Prospectus (as amended or supplemented if the Company shall have made any amendments or supplements thereto which have theretofore been furnished to the International Representatives or such International Underwriter), excluding any documents incorporated by reference therein, to such person at or prior to the written confirmation of the sale of such International Securities to such person. This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each International Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each International Underwriter, but only with reference to written information relating to such International Underwriter furnished to the Company by or on behalf of such International Underwriter through the International Representatives specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any International Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b). The indemnifying party shall be entitled to appoint counsel of the indemnifying party's choice at the indemnifying party's expense to represent the indemnified party in any action for which indemnification is sought (in which case the 15 16 indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or, (ii) the named parties to any such proceeding include both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be in appropriate due to actual or potential differing interests between them, or (iii) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to one local counsel in each such jurisdiction) for all such indemnified parties, and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the International Representatives in the case of parties indemnified pursuant to the second preceding paragraph and by the Company in the case of parties indemnified pursuant to the first preceding paragraph. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. (d) In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable or insufficient to hold harmless to the extent provided for in paragraphs (a) and (b) hereof to an indemnified party for any reason, the Company and the International Underwriters agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively "Losses") to which the Company and one or more of the International Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company and by the International Underwriters from the offering of the International Securities; provided, however, that in no case shall any International Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the International Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the International Securities purchased by such International Underwriter hereunder. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the International Underwriters shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and of the International Underwriters in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses), and benefits received by the International Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final International Prospectus. Relative fault shall be determined by reference to whether any alleged untrue statement or omission relates to information 16 17 provided by the Company or the International Underwriters. The Company and the International Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls an International Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an International Underwriter shall have the same rights to contribution as such International Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d). 8. Default by an International Underwriter. If any one or more International Underwriters shall fail to purchase and pay for any of the International Securities agreed to be purchased by such International Underwriter or International Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining International Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining International Underwriters) the International Securities which the defaulting International Underwriter or International Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of International Securities which the defaulting International Underwriter or International Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of International Securities set forth in Schedule II hereto, the remaining International Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting International Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting International Underwriter or the Company. In the event of a default by any International Underwriter as set forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding seven days, as either the International Representatives or the Company shall determine in order that the required changes in the Registration Statement and the Final Prospectuses or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting International Underwriter of its liability, if any, to the Company and any nondefaulting International Underwriter for damages occasioned by its default hereunder. 9. Termination. This Agreement shall be subject to termination, in the absolute discretion of the International Representatives, by notice given to the Company prior to delivery of and payment for the International Securities, if prior to such time (i) trading in the Company's Common Stock shall have been suspended by the Commission or the New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or 17 18 (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis the effect of which on financial markets is such as to make it, impracticable, in the reasonable judgement of the International Representatives, or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final International Prospectus (exclusive of any supplement thereto). 10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the International Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any International Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof and will survive delivery of and payment for the International Securities. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement. 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the International Representatives, will be mailed, delivered or telegraphed and confirmed to them, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at Carolyn M. Afshar, Secretary, attention of the legal department. 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof and no other person will have any right or obligation hereunder. 13. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to principles of conflicts of laws. 18 19 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several International Underwriters. Very truly yours, The Columbia Gas System, Inc. By: //s// M. W. O'Donnell ------------------------------ Name: M. W. O'Donnell Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. By: ----------------------------- Name: Title: By: ------------------------------ Name: Title: For themselves and the other several International Underwriters, if any, named in Schedule II to the foregoing Agreement. or By: //s// /Dominic Lepore ------------------------------------- Name: Dominic Lepore Title: Vice President For itself and the other several International Underwriters, if any, named in Schedule II to the foregoing Agreement. 19 20 SCHEDULE I International Underwriting Agreement dated March 14, 1996 Registration Statement No. 33-64555 International Representatives: Salomon Brothers International Limited Goldman Sachs International Merrill Lynch International Limited Smith Barney Inc. Notices: In care of Salomon Brothers International Limited Victoria Plaza 111 Buckingham Palace Road London SW1W OSB ENGLAND Title, Purchase Price and Description of Securities: Title: Common Stock, $10 par value Number of shares: 1,000,000 Over-allotment option: up to an additional pro rata portion of 750,000 shares, at the International Underwriters' option for thirty days Purchase Price: Price to Public: $43.00 Underwriting Discount: $1.40 per share Net Proceeds to Company: $41.60 1 21 Closing Date, Time and Location: Date: March 19, 1996 Time: 9:30 a.m. Location: The offices of Cravath, Swaine & Moore in New York, New York Type of Offering: Non-Delayed Offering Comfort Letter of Arthur Anderson LLP referred to in Section 5(e): To be delivered at the Closing Account referred to in Section 3: PNC Bank, N.A. Pittsburgh, PA ABA #043000096 For Credit to: The Columbia Gas System, Inc. Account #1002415423 Lock-up pursuant to Section 4(a)(vi) = 120 days 2 22 SCHEDULE II
Underwriters Shares ------------ to be Purchased --------------- Salomon Brothers International Limited 250,000 Goldman Sachs International 250,000 Merrill Lynch International Limited 250,000 Smith Barney Inc. 250,000 ------------------------ Total..................................... 1,000,000 ========================
1 23 EXHIBIT A Form of Opinion of Special Counsel to the Company The opinion of ___________________, counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., International Underwriting Agreement (Debentures) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Indenture has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company; (iv) the Indenture has been duly qualified under the Trust Indenture Act; (v) the Debentures have been duly authorized, and when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Corporation; (vi) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (vii) the performance of the terms of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or 1 24 the Restated Certificate of Incorporation or By-laws, as amended, of the Company; (viii) the statements in the Prospectus under the caption "Description of Securities--Debentures", insofar as they purport to constitute summaries of the terms of the Debentures, fairly summarize the matters therein described; (ix) the Registration Statement is effective under the Securities Act of 1933 and, to the best of such counsel's knowledge, no proceeding for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (viii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 25 EXHIBIT B Form of Opinion of Special Counsel to the Company The opinion of _________________ counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., International Underwriting Agreement (Common Stock) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Securities have been duly authorized, and when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will have been validly issued, fully paid and nonassessable and the holders of outstanding shares of capital stock of the Company are not entitled to statutory pre-emptive or, to such Counsel's knowledge, other rights to subscribe for the Securities; (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (v) the performance of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or By-laws of the Company and no consent, approval or authorization of any United States Federal, New York or, to the extent required under the General Corporation Law of the State of Delaware, Delaware governmental body or agency is required for the performance by the Company of its obligations under the Underwriting Agreement, except such as have been obtained under the Securities Act and such as may be required under the securities laws of the various states and the blue sky laws of any jurisdiction and the securities laws of the various states and the blue sky laws of any jurisdiction in connection with the offer and sale of the Shares; (vi) the Registration Statement is effective under the Securities Act of 1933 and to the best of such counsel's knowledge, no proceeding 26 for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933; (vii) to the best knowledge of such counsel there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Final Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or the Final Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Final Prospectus describing any legal proceedings or material contracts or agreements relating to the Company fairly summarize such matters; and (viii) the statements made in the Prospectus under the caption "Description of Securities -- Common Stock", insofar as they purport to constitute summaries of the terms of the Common Stock, fairly summarize the matters therein described. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (viii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 27 EXHIBIT C Form of Opinion of Special Counsel to the Company The opinion of ____________________, counsel to the Company, to be delivered pursuant to Section 5(b) of the document entitled The Columbia Gas System, Inc., International Underwriting Agreement (Preferred Stock) shall be to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware and has due corporate authority to carry on the business in which it is engaged; (ii) based solely on certificates from the Secretary of State or other comparable officer of each of the jurisdictions of incorporation of the Company's material subsidiaries, each of the Company's material subsidiaries listed on an attached Schedule is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation; (iii) the Securities have been duly authorized, and when issued and delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement, will have been validly issued, fully paid and nonassessable, and holders of outstanding shares of capital stock are not entitled to statutory preemptive or, to such counsel's knowledge, similar rights; (iv) the Underwriting Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, except as rights to indemnity thereunder may be limited by applicable law; (v) the performance of the Underwriting Agreement will not contravene any law or regulation of the United States or the State of New York or the General Corporation Law of the State of Delaware or the Certificate of Incorporation or By-laws of the Company and no consent, approval or authorization of any United States Federal, New York or, to the extent required under the General Corporation Law of the State of Delaware, Delaware governmental body or agency is required for the performance by the Company of its obligations under the U.S. Underwriting Agreement and the International Underwriting Agreement, except such as have been obtained under the Securities Act and such as may be required under the securities laws of the various states and the blue sky laws of any jurisdiction in connection in with the offer and sale of the Shares; 28 (vi) the Registration Statement is effective under the Securities Act of 1933 and to the best of such counsel's knowledge, no proceeding for a stop order with respect thereto is pending or threatened under Section 8(d) of the Securities Act of 1933; and (vii) the statements made in the Prospectus under the caption "Description of Securities -- Preferred Stock", insofar as they purport to constitute summaries of the terms of the Preferred Stock, fairly summarize the matters therein described. In addition to the matters set forth above, such opinion shall also include a statement to the effect that such counsel has participated in conferences with certain officers of, and with the accountants and inside counsel for, the Company concerning the preparation of the Registration Statement and Prospectus and has made certain inquiries and investigations in connection therewith and that, although such counsel is not assuming responsibility for the accuracy or completeness of the statements made in the Registration Statement and Prospectus, except insofar as such statements relate to such counsel and except to the extent set forth in the preceding subparagraph (vii), such counsel confirms that the Registration Statement and the Prospectus (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which we do not express any view) comply as to form in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder and advises that nothing has come to the attention of such counsel that gave such counsel reason to believe that the Registration Statement, at the time the Registration Statement became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of the Prospectus Supplement, includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case except for the financial statements and other information of a statistical, accounting or financial nature included therein, as to which such counsel does not express any view). 2 EX-99.F3 4 OPINION OF COUNSEL 1 Exhibit F-3 April 16, 1996 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Dear Sirs: Re: The Columbia Gas System, Inc. File No. 70-8627 I have acted as counsel for The Columbia Gas System, Inc., a Delaware corporation ("Columbia"), and a registered holding company under the Public Utility Holding Company Act of 1935 (the "Holding Company Act") and at its request, in connection with its recently completed issuance and sale of 5,750,000 shares of Columbia's authorized common stock, $10 par value per share (the "Additional Common Stock"). The foregoing issuance is more fully described in the Application-Declaration on Form U-1 (File No. 70-8627), and certain pre-effective and post-effective amendments thereto, including a certificate pursuant to Holding Company Act Rule 24 being filed simultaneously herewith (the "Certificate"). The Application-Declaration, as amended, is hereinafter called the "Declaration", and the issuance described above is hereinafter called the "Issuance". In connection with the foregoing, I have examined among other things, a copy of each of the following documents: (a) the Common Stock Registration Statement on Form S-3 (Registration No. 33-64555) filed on November 22, 1995, by Columbia with the U.S. Securities and Exchange Commission (the "Commission") for the registration of the Additional Common Stock under the Securities Act of 1933 and Amendment Nos. 1, 2, and 3 to said Registration Statement filed on February 15, 1996, February 23, 1996, and March 8, 1996, respectively; the related Prospectus filed on March 8, 1996 and the Order of the Commission declaring the Registration Statement effective issued on March 11, 1996; (b) the Declaration and the Orders of the Commission dated August 23, 1995 and March 15, 1996; (c) the Restated Certificate of Incorporation, as amended, and Bylaws of Columbia; (d) the resolutions adopted by the Board of Directors of the Corporation at 2 U.S. Securities and Exchange Commission April 16, 1996 Page 2 meetings held on October 18, 1995 and January 17, 1996 and adopted by the Executive Committee on March 14, 1996; and (e) such other records, documents and matters as I have deemed necessary to enable me to render this opinion. Based upon the foregoing and relying thereupon, I am of the opinion that: 1. Columbia is a validly organized and duly existing corporation under the laws of the State of Delaware; 2. all state laws applicable to the Issuance have been complied with; 3. the shares of Additional Common Stock that were offered and sold are validly issued, fully paid and non-assessable, and the holders thereof are entitled to the rights and privileges appertaining thereto as set forth in Columbia's Restated Certificate of Incorporation; and 4. the legal rights of the holders of any securities issued by Columbia or any associate company thereof have not been violated by the consummation of the Issuance. I hereby consent to the filing of this opinion as an exhibit to the Certificate. Very truly yours, //s// Joyce Koria Hayes ------------------------------------------------ Joyce Koria Hayes Associate General Counsel and Assistant Secretary Columbia Gas System Service Corporation -----END PRIVACY-ENHANCED MESSAGE-----