Form 8-K WGL HOLDINGS INC For: Oct 22

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October 24, 2014 4:16 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October�24, 2014 (October 22, 2014)

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Commission

��File�Number��

��

Exact name of registrant as specified in its charter

and principal office address and telephone number

��

State�of

��Incorporation��

��

I.R.S.�Employer

��Identification�No.��

1-16163

��

WGL Holdings, Inc.

101 Constitution Ave., N.W.

Washington, D.C. 20080

(703) 750-2000

��

Virginia

��

52-2210912

Former name or former address, if changed since last report: None

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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�	Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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�	Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�	Pre-commencement communications pursuant to Rule�14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�	Pre-commencement communications pursuant to Rule�13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item�1.01.

Entry into a Material Definitive Agreement.

Underwriting Agreement

On October�24, 2014, WGL Holdings, Inc. (the �Company�) completed the public offering of $100,000,000 aggregate principal amount of the Company�s 2.25% Senior Notes due 2019 (the �2019 Notes�) and $125,000,000 aggregate principal amount of the Company�s 4.60% Senior Notes due 2044 (the �2044 Notes� and, together with the 2019 Notes, the �Notes�) pursuant to an Underwriting Agreement, dated October�22, 2014 (the �Underwriting Agreement�), between the Company and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the �Underwriters�).

The Company expects that the net proceeds of the offering of the Notes will be approximately $221.564 million, after deducting the underwriting discount and our estimated offering expenses. The Company expects that the net proceeds from the offering will be added to the Company�s funds and will be available for general corporate purposes.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the �Securities Act�), or to contribute to payments the underwriters may be required to make because of any of those liabilities.

The foregoing description is a brief summary of the Underwriting Agreement and does not purport to be a complete statement of the parties� rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

The offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File No.�333-198218), which became effective upon filing with the Securities and Exchange Commission (the �SEC�) on August�18, 2014. A prospectus supplement, dated October�22, 2014, relating to the Notes and supplementing the Prospectus dated August�18, 2014 was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act. The legal opinion of the Senior Vice President, General Counsel and Corporate Secretary of the Company related to the offering of the Notes pursuant to the Registration Statement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Supplemental Indentures

The Company issued the Notes pursuant to the Indenture, dated August�28, 2014 (the �Base Indenture�), as amended and supplemented with respect to the 2019 Notes by the First Supplemental Indenture, dated October�24, 2014 (the �First Supplemental Indenture�), and as further amended and supplemented with respect to the 2044 Notes by the Second Supplemental Indenture, dated October�24, 2014 (the �Second Supplemental Indenture� and, together with the Base Indenture and the First Supplemental Indenture, the �Indenture�), in each case by and between the Company and The Bank of New York Mellon, as trustee (the �Trustee�).

The 2019 Notes will bear interest at a rate of 2.25%�per year on the principal amount of the 2019 Notes, payable semi-annually in arrears on May�1 and November�1 of each year, beginning on May�1, 2015. The 2019 Notes will mature on November�1, 2019.

The 2044 Notes will bear interest at a rate of 4.60%�per year on the principal amount of the 2044 Notes, payable semi-annually in arrears on May�1 and November�1 of each year, beginning on May�1, 2015. The 2044 Notes will mature on November�1, 2044.

The Indenture contains covenants, including that, subject to certain exceptions, the Company and its subsidiaries may not grant liens on any property of the Company or its subsidiaries, unless the Notes are secured by liens on an equal and ratable basis to those granted to such other creditors. The Company may issue additional debt securities ranking equally with, and otherwise similar in all respects to, either series of Notes (except for the public offering price, the issue date and the first interest payment date, if applicable) so that those additional debt securities will be consolidated and form a single series with the Notes of the applicable series, without the consent of the holders of the existing Notes.

The Company, at its option, may redeem the Notes at any time in whole or from time to time in part, at a redemption price equal to the greater of (i)�100% of the principal amount of the Notes being redeemed and (ii)�the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus (x)�15 basis points in the case of the 2019 Notes and (y)�25 basis points in the case of the 2044 Notes. The Company will also pay the accrued and unpaid interest on the principal amount being redeemed to, but not including, the date of redemption. However, no make whole premium as set forth above will be paid (i)�for redemption of the 2019 Notes on or after October�1, 2019 or (ii)�for redemption of the 2044 Notes on or after May�1, 2044.

The Trustee or the holders of at least 25% in principal amount of the applicable series of the Notes may require the Company to repay the entire principal amount of the Notes of that series, including any premium and any interest, immediately upon the occurrence of the following events of default: (1)�failure to pay any interest on the Notes of that series within 30 days after the same becomes due and payable; (2)�failure to pay the principal of or premium, if any, or any payment required by sinking or analogous fund, on the Notes of that series when it becomes due and payable; and (3)�failure to perform or breach, of any of our covenants or agreements applicable to the Notes of that series for 60 days after notice of failure, either from the Trustee or from holders of at least 25% of the principal amount outstanding of Notes of that series. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization of the Company, all unpaid principal of, any premium and any accrued interest, on the Notes will become automatically due and payable immediately, without any declaration or other act on the part of the Trustee or any holder.

Copies of the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are incorporated by reference or attached as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description is a brief summary of the Indenture and does not purport to be a complete statement of the parties� rights and obligations thereunder. The foregoing description is qualified in its entirety by the terms of the Indenture.

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Item�2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item�1.01 above relating to the Notes and the Indenture is incorporated by reference into this Item�2.03.

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Item�9.01.

Financial Statements and Exhibits.

(d) Exhibits.

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Exhibit No.	��	Description

1.1	��	Underwriting Agreement, dated October 22, 2014, by and between WGL Holdings, Inc. and Wells Fargo Securities, LLC.

4.1	��	Indenture, dated August 28, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Company�s Current Report on Form 8-K dated October 15, 2014, and incorporated herein by reference.

4.2	��	First Supplemental Indenture relating to 2.25% Senior Notes due 2019, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee.

4.3	��	Second Supplemental Indenture relating to 4.60% Senior Notes due 2044, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee.

5.1	��	Opinion of the Senior Vice President, General Counsel and Corporate Secretary of the Company.

23.1	��	Consent of the Senior Vice President, General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1).

*��*��*

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	�		�	WGL Holdings, Inc. (Registrant)

Date: October�24, 2014	�	By:	�	/s/��William R. Ford��
	�		�	�
	�		�	William R. Ford
	�		�	Vice President and Chief Accounting Officer (Principal Accounting Officer)

EXHIBIT INDEX

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Exhibit No.	��	Description

1.1	��	Underwriting Agreement, dated October 22, 2014, by and between WGL Holdings, Inc. and Wells Fargo Securities, LLC.

4.1	��	Indenture, dated August 28, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as trustee, filed as Exhibit 4.1 to the Company�s Current Report on Form 8-K dated October 15, 2014, and incorporated herein by reference.

4.2	��	First Supplemental Indenture relating to 2.25% Senior Notes due 2019, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee.

4.3	��	Second Supplemental Indenture relating to 4.60% Senior Notes due 2044, dated October 24, 2014, by and between WGL Holdings, Inc. and The Bank of New York Mellon, as Trustee.

5.1	��	Opinion of the Senior Vice President, General Counsel and Corporate Secretary of the Company.

23.1	��	Consent of the Senior Vice President, General Counsel and Corporate Secretary of the Company (included in Exhibit 5.1).

Exhibit 1.1

WGL Holdings, Inc.

$100,000,000 2.25% Senior Notes due 2019

$125,000,000 4.60% Senior Notes due 2044

UNDERWRITING AGREEMENT

October�22, 2014

New York, New York

Wells Fargo Securities, LLC

550 South Tryon Street

Charlotte, North Carolina 28202

��As Representative of the Several

Underwriters listed in Schedule I hereto

Dear Ladies and Gentlemen:

WGL Holdings, Inc., a Virginia corporation (the �Company�), confirms its agreement with Wells Fargo Securities, LLC (�Wells Fargo�) and each of the other Underwriters named in Schedule I hereto (collectively, the �Underwriters,� which term shall also include any underwriter substituted as hereinafter provided in Section�9 hereof), for whom Wells Fargo is acting as representative (in such capacity, the �Representative�), with respect to the issue and sale by the Company of $100,000,000 in aggregate principal amount of 2.25% Senior Notes due November�1, 2019 (the �2019 Notes�) and $125,000,000 in aggregate principal amount of 4.60% Senior Notes due November�1, 2044 (the �2044 Notes� and together with the 2019 Notes, the �Notes�). The Company proposes to issue the Notes under its Indenture dated as of August�28, 2014, between the Company and The Bank of New York Mellon, as trustee (the �Indenture Trustee�), as amended and supplemented by supplemental indentures, each dated as of October�24, 2014 (each, a �Supplemental Indenture�), establishing the respective terms of the Notes, such Indenture, as so amended and supplemented, being hereinafter called the �Indenture.�

The Company understands that the Underwriters propose to make a public offering of the Notes promptly after this Agreement has been executed and delivered.

1. Representations and Warranties. The Company represents and warrants to, and agrees with, you as set forth below in this Section�1.

(a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the �Act�), and has filed with the Securities and Exchange Commission (the �Commission�) an �automatic shelf registration statement� as defined under Rule 405 on such Form (File No.�333-198218), including a base prospectus, which has become effective, for the registration under the Act of the Notes. Such registration statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or

(x) under the Act and complies in all other material respects with said Rule. Such registration statement (File No.�333-198218) and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement. Any such amendment or supplement was filed with the Commission and any such amendment has become effective. As used in this Agreement:

(i) �Applicable Time� means 5:15 p.m., New York City time, on the date of this Agreement.

(ii) �Closing Date� has the meaning set forth in Section�3 hereof.

(iii) �Closing Location� has the meaning set forth in Section�3 hereof.

(iv) �Disclosure Package� means, collectively, as of the Applicable Time, (i)�the Pricing Prospectus, (ii)�the Final Term Sheet and (iii)�any other Permitted Free Writing Prospectus listed on Schedule II hereto.

(v) �DTC� has the meaning set forth in Section�3 hereof.

(vi) �Effective Date� means the later of (i)�each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective or (ii)�the time and date of the filing of the Company�s most recent Annual Report on Form 10-K.

(vii) �Exchange Act� means the Securities Exchange Act of 1934, as amended.

(viii) �Final Term Sheet� means the final term sheet relating to the Notes and prepared and filed pursuant to Section�4(a) hereof.

(ix) �FINRA� has the meaning set forth in Section�1(j) hereof.

(x) �Permitted Free Writing Prospectus� means each �free writing prospectus� (as defined in Rule 405), including the Final Term Sheet, prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Notes.

(xi) �Preliminary Prospectus� means any preliminary form of prospectus supplement relating to the Notes (together with the base prospectus in the form in which it appears in the Registration Statement) which has heretofore been or is required to be filed by the Company pursuant to Rule 424 under the Act and used prior to the filing of the Prospectus.

(xii) �Pricing Prospectus� means the Preliminary Prospectus in the form most recently provided to the Underwriters for use in connection with the offering of the Notes prior to the Applicable Time.

(xiii) �Prospectus� means the form of prospectus relating to the Notes contained in the Registration Statement at the Effective Date (unless such prospectus has been amended or supplemented by the Company subsequent to the Effective Date, in which case �Prospectus� shall mean the form of prospectus as so amended or supplemented).

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(xiv) �Registration Statement� means, as of any particular time, the Company�s automatic shelf registration statement on Form S-3 (No. 333-198218), referred to above, including (a)�any amendments thereto at such time (whether by post-effective amendment, incorporated report filed pursuant to Section�13 or 15(d) of the Act or form of prospectus), (b)�the exhibits and schedules thereto at such time and (c)�any prospectus filed with the Commission pursuant to Rule 424(b) that, in accordance with Rule 430B, is deemed to be a part thereof.

(xv) �Rule 405�, �Rule 415�, �Rule 424�, �Rule 430B� and �Rule 433� refer to such rules under the Act.

(xvi) �Significant Subsidiaries� has the meaning set forth in Section�1(h) hereof.

(xvii) �Trust Indenture Act� means the Trust Indenture Act of 1939, as amended.

The foregoing definitions are subject to the qualifications that (i)�any reference herein to any Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus 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 Effective Date or the date of this Agreement and prior to the termination of the offering of the Notes by the Underwriters; and (ii)�any reference herein to the terms �amend�, �amended�, �amendment� or �supplement� with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date or the date of this Agreement, deemed to be incorporated therein by reference.

(b) As of the determination date applicable to the Registration Statement (and any amendment thereof) and the offering contemplated hereby, the Company is a �well-known seasoned issuer� (as defined in Rule 405) eligible to use Form S-3 for the offering of the Notes, including not having been an �ineligible issuer� (as defined in Rule 405) at any such time or date.

(c) The Registration Statement, on the Effective Date, complied in all material respects with the applicable requirements of the Act, the Trust Indenture Act and the Exchange Act, and the respective rules and regulations of the Commission thereunder and did not or will not, as of the Effective Date, 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; and as of the date of the Prospectus and as of the Closing Date, the Prospectus will comply in all material respects with the Act and the rules and regulations of the Commission thereunder and will not contain 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; provided, however, that the Company makes no representations or warranties under this paragraph (c)�as to (i)�that part of any Registration Statement which shall constitute the Statement of Eligibility (Form T-1) under the Trust

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Indenture Act of the Indenture Trustee or (ii)�the information contained in or omitted from any Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representative specifically for use in connection with the preparation of any Registration Statement, the Prospectus or any Permitted Free Writing Prospectus (or any supplement thereto).

(d) The documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder, and any documents so filed and incorporated by reference subsequent to the date of this Agreement or any further amendment or supplement to the Prospectus will, when they are filed with the Commission, conform in all material respects to the requirements of the Act or the Exchange Act and the rules and regulations of the Commission thereunder; and none of such documents include or will include any untrue statement of a material fact or omit or will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(e) The Disclosure Package, as of the Applicable Time did not, and as of the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representations or warranties as to the information contained in or omitted from the Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representative specifically for use in connection with the preparation of the Disclosure Package.

(f) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package, and the Prospectus; and, since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus and any then applicable Permitted Free Writing Prospectus, there has not been any change in the capital stock (other than the effect of stock-based compensation or a repurchase of stock pursuant to the Company�s stock repurchase program) or long-term debt (normal amortization of debt premium and discount, repayments of bank or finance company borrowings and repurchases of commercial paper) of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders� equity, results of operations or properties of the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus.

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(g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Virginia, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Prospectus and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole.

(h) Each of Washington Gas Light Company and Washington Gas Resources Corp. (each a �Significant Subsidiary� and collectively, �Significant Subsidiaries�) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries taken as a whole. There are no other subsidiaries of the Company that would be deemed �significant subsidiaries� under Rule 1-02 of Regulation S-X under the Exchange Act.

(i) The creation, issuance and sale of the Notes have been duly and validly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture, the Notes will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture and this Agreement have each been duly authorized, executed and delivered by the Company and each constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors� rights and to general equity principles and to any principles of public or Commission policy limiting the right to indemnification provided for in this Agreement; the Indenture has been qualified under the Trust Indenture Act; and the Notes and the Indenture conform to the descriptions thereof in the Disclosure Package and the Prospectus.

(j) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture and this Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will such action result in any violation of the provisions of the Company�s charter, as amended, or the bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their respective properties or assets; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Notes or the consummation

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by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been prior to the Applicable Time, obtained under the Act and the Trust Indenture Act or the regulations promulgated under either thereof, and except such as may be required by state securities or Blue Sky laws or regulations of the Financial Industry Regulatory Authority (the �FINRA�).

(k) Other than as set forth or contemplated in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property of the Company or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position, stockholders� equity or results of operations of the Company and its subsidiaries considered as one enterprise; and, to the best of the Company�s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(l) There are no contracts or documents of the Company that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations thereunder that have not been so described or filed.

(m) The issue and sale of the Notes are solely for the purpose of financing the business of the Company as described under �Use of Proceeds� in the Disclosure Package and the Prospectus and the proceeds thereof will not be used for any other purpose.

(n) As of the date of this Agreement, the Notes are to have the ratings assigned by Moody�s Investors Service, Inc., Standard�& Poor�s Ratings Services and Fitch Ratings as set forth in Schedule III hereto. The Company has no other credit ratings on its Notes from a �nationally recognized statistical rating organization� as such term is defined in Section�3(a)(62) of the Exchange Act.

(o) The Company is not in violation of its charter or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of its Significant Subsidiaries may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, which violation or default would materially adversely affect the business or financial condition of the Company; and the execution, delivery and performance of this Agreement, the Indenture and the Notes and the consummation of the transactions contemplated herein and therein will not conflict with, or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of its Significant Subsidiaries may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will such action result in any violation of the provisions of the charter or bylaws of the Company or any of its Significant Subsidiaries or, to the best knowledge of the Company, any law, administrative regulation or administrative or

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court decree, and no consent, approval, authorization, order or decree of any court or governmental agency or body of the United States is required for the consummation by the Company of the transactions contemplated by this Agreement and the Indenture, except such as may be required under the Act or the Trust Indenture Act or the regulations promulgated under either thereof or as may be required by state securities or Blue Sky laws or regulations of the FINRA.

(p) The consolidated financial statements and any supporting schedules of the Company included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the consolidated financial position of the Company as of the dates indicated and the consolidated results of its operations for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; and any supporting schedules included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus present fairly the information required to be stated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission�s rules and guidelines applicable thereto.

(q) The Company is not, and upon the issuance and sale of the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement, the Disclosure Package and the Prospectus will not be, an �investment company� or an entity �controlled� by an �investment company� as such terms are defined in the Investment Company Act of 1940, as amended.

2. Purchase and Sale. Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company (i)�the principal amount of 2019 Notes at the purchase price of 99.192% of the principal amount thereof and (ii)�the principal amount of 2044 Notes at the purchase price of 98.351% of the principal amount thereof, in each case plus accrued interest, if any, from October�24, 2014 to the Closing Date hereunder, set forth opposite the name of such Underwriter in Schedule I hereto.

3. Delivery and Payment. Delivery of and payment for the Notes shall be made at 9:30 a.m., New York City time, on October�24, 2014 (the �Closing Date�) at the offices of Hunton�& Williams LLP, 200 Park Avenue, New York, New York 10166 (the �Closing Location�), which Closing Date may be postponed by agreement between the Representative and the Company. Delivery of the Notes shall be made to Wells Fargo for the respective accounts of the several Underwriters against payment by the several Underwriters of the purchase price thereof to or upon the order of the Company in federal (same day) funds to the account specified by the Company to Wells Fargo by causing The Depository Trust Company (�DTC�) to credit the Notes to the account of Wells Fargo at DTC. The Notes will be delivered in definitive registered form except that, if for any reason the Company is unable to deliver the Notes in definitive form, the Company reserves the right, as provided in the Indenture, to make delivery in temporary form. Any Notes delivered in temporary form will be exchangeable

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without charge for Notes in definitive form. The Notes will be registered in the name of Cede�& Co., as nominee of DTC and will be made available to the Underwriters for checking in the Closing Location, not later than 2:00 p.m., New York City time, on the business day preceding the Closing Date.

4. Agreements of the Company. The Company agrees with you that:

(a) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will not issue (i)�any Permitted Free Writing Prospectus (other than the Permitted Free Writing Prospectus listed on Schedule II and the Final Term Sheet to be prepared and filed in accordance with this Section�4(a)) or file any amendment of any Registration Statement or supplement to the Prospectus (excluding documents deemed to be incorporated by reference into the Prospectus) unless the Company has furnished to the Representative a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Representative reasonably object or (ii)�any document that would be deemed to be incorporated by reference into the Prospectus without delivering to the Representative a copy of the document proposed to be so filed, such delivery to be made at least 24 hours prior to such filing, and the Company will consult with the Representative as to any reasonable comments which the Representative make in a timely manner with respect to such document. The Company will cause the Prospectus, in a form approved by the Representative, to be filed with the Commission pursuant to the applicable paragraph of Rule 424 within the time period prescribed. The Company will prepare the Final Term Sheet, containing solely a description of the terms of the Notes and of the offering, and will timely file such Final Term Sheet pursuant to Rule 433(d) under the Act. During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will promptly advise the Representative (i)�when the Prospectus or any Permitted Free Writing Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424, (ii)�when any amendment of any Registration Statement shall have been filed or become effective, (iii)�of any request by the Commission for any amendment of any Registration Statement or supplement to the Prospectus or for any additional information, (iv)�of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or of any notice objecting to the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or of the institution or threatening of any proceeding for that purpose and (v)�of the receipt by the Company of any notification with respect to the initiation or threatening of any proceeding relating to the Notes in any jurisdiction. Following the Closing Date and, for as long as a prospectus relating to the Notes is required to be delivered under the Act, the Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection.

(b) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Disclosure Package or

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the Prospectus as then amended or 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 any Registration Statement or to supplement Disclosure Package or the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will (i)�prepare and file with the Commission, subject to the first sentence of paragraph (a)�of this Section�4, an amendment or supplement which will correct such statement or omission or effect such compliance, (ii)�use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soon as practicable in order to avoid any disruption in use of the Prospectus and (iii)�supply any supplemented Prospectus or any then applicable Permitted Free Writing Prospectus to the Underwriters in such quantities as they may reasonably request; provided, however, that should any such event relate solely to activities of any Underwriter, then such Underwriter shall assume the expense of preparing and furnishing any such amendment or supplement.

(c) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company will timely file all documents required to be filed with the Commission pursuant to Section�13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and will promptly inform the Representative if the Company does not meet its filing deadlines. The Company will notify the Representative of any downgrading in the rating of the Notes or any other debt securities of the Company, or any public announcement of placement of the Notes or any other debt securities of the Company on what is commonly termed a �watch list� for possible downgrading, or any notice of a possible change in any such rating that does not indicate the direction of the possible change, in each case by any �nationally recognized statistical rating organization� (as such term is defined in Section�3(a)(62) of the Exchange Act), promptly after the Company learns of any such downgrading or public announcement.

(d) As soon as practicable, the Company will make generally available to its security holders and to the Underwriters an earnings statement or statements of the Company which will satisfy the provisions of Section�11(a) of the Act and Rule 158 under the Act.

(e) The Company will furnish to the Underwriters and its counsel, without charge (except as otherwise provided herein), copies of each Registration Statement (including exhibits thereto), any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus and, so long as delivery of a prospectus may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Act), as many copies of any Preliminary Prospectus, the Prospectus, each Permitted Free Writing Prospectus, and any supplement thereto as any Underwriter may reasonably request.

(f) During the period for which a prospectus relating to the Notes is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Company shall make available at www.wglholdings.com (i)�all annual, quarterly and other reports furnished to stockholders of the Company and (ii)�all annual, quarterly and current reports of the Company filed with the Commission under the Exchange Act. The Company shall furnish to each Underwriter other information that any Underwriter may reasonably request from time to time concerning the Company.

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(g) The Company shall, whether or not any sale of the Notes is consummated, pay all expenses incident to the performance of its obligations under this Agreement, including the fees and disbursements of its accountants and counsel, the cost of printing or other production and delivery of the Registration Statement, any Preliminary Prospectus, the Prospectus, all amendments thereof and supplements thereto, any Permitted Free Writing Prospectus, the Indenture, this Agreement and all other documents relating to the offering, the cost of preparing, printing, packaging and delivering the Notes, the fees and disbursements, including fees of counsel (not to exceed $5,000), incurred in connection with �blue sky� qualifications, the fees and disbursements of the Indenture Trustee and the fees of any ratings agency that rates the Notes and all expenses and application fees incurred in connection with any filing with, and clearance of any offering by FINRA. Except as provided in this Section�4(g) and Sections 7 and 8, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offer they make.

(h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company shall not, without the prior consent of the Representative, issue or announce the proposed issuance of any of its debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue (except under prior contractual commitments which have been disclosed to the Representative).

5. Agreements of the Underwriters. Each Underwriter, severally and not jointly, represents and agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Notes that would constitute a �free writing prospectus� (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than the information listed in Schedule II hereto.

6. Conditions to the Obligations of the Underwriters. The obligations of each Underwriter to purchase the Notes shall be subject to (i)�the accuracy of the representations and warranties on the part of the Company contained herein as of the date of this Agreement, as of the Applicable Time and as of the Closing Date, (ii)�the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii)�the performance by the Company of its obligations hereunder and (iv)�the following additional conditions:

(a) If filing of any Preliminary Prospectus, the Prospectus or any Permitted Free Writing Prospectus or any supplement thereto, is required pursuant to Rule 424, any Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectus and any such supplement and the Final Term Sheet, shall have been filed in the manner and within the time period required by Rule 424 and Rule 433, respectively; and no stop order suspending the effectiveness of the Registration Statement nor any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

(b) The Company shall have furnished to the Representative the opinion of Leslie T. Thornton, Esq., counsel for the Company, dated the Closing Date, to the effect that:

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(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and the Prospectus as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries considered as one enterprise.

(ii) Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and its subsidiaries considered as one enterprise.

(iii) To the best of such counsel�s knowledge and other than as set forth or contemplated in the Disclosure Package and the Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its Significant Subsidiaries is a party or of which any property of the Company or any of its Significant Subsidiaries is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position, stockholders� equity or results of operations of the Company and its subsidiaries considered as one enterprise; and, to the best of such counsel�s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(iv) This Agreement has been duly authorized, executed and delivered by the Company.

(v) The creation, issuance and sale of each series of the Notes has been duly and validly authorized, each series of the Notes have been executed and authenticated in accordance with the provisions of the Indenture and, when delivered to and paid for by the Underwriters in accordance with this Agreement, the Notes of each series will constitute valid and legally binding obligations of the Company entitled to the benefit provided by the Indenture; and the Notes of each series and the Indenture conform to the descriptions thereof in the Disclosure Package and the Prospectus.

(vi) The Indenture has been duly authorized, executed and delivered by the parties thereto and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject as to enforcement, to

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bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors� rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act.

(vii) The issue and sale of the Notes of each series and the compliance by the Company with all of the provisions of the Notes of each series, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will such action result in any violation of the provisions of the Company�s Charter, as amended, or Bylaws or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any properties of the Company or any of its Significant Subsidiaries.

(viii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties, is required for the issue and sale of the Notes of each series or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act or the regulations promulgated under either thereof or as may be required by state securities or Blue Sky laws or regulations of the FINRA.

(ix) The documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus that were filed with the Commission prior to the date of this letter at the time of filing complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder (except, in each case, as to the financial statements and other financial data contained or incorporated by reference therein as to which such counsel need express no opinion).

(x) The Registration Statement, the Disclosure Package and the Prospectus (except as to the financial statements and other financial data contained or incorporated by reference therein as to which such counsel need express no opinion) comply as to form in all material respects with all applicable requirements of the Act, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto nor any notices objecting to its use have been instituted or are pending or threatened under Section�8 of the Act; and such counsel has no reason to believe that the Registration Statement, at its Effective Date, contained an untrue statement of a material fact or omitted to state

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a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted 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, or that the Prospectus, as of its date or as of the date of such opinion, included or includes an untrue statement of a material fact or omitted 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.

(xi) The Company�s gas distribution activities are exempt from the Natural Gas Act.

(c) The Representative shall have received from Hunton�& Williams LLP, counsel for the Underwriters, an opinion and negative assurances letter, each dated the Closing Date, with respect to the issuance and sale of the Notes, the Indenture, the Registration Statement, the Disclosure Package and the Prospectus (together with any supplement thereto), and other related matters as the Representative may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

(d) (i) At the Closing Date, since the Applicable Time, there shall not have occurred any change in or affecting the business, business prospects, financial position, stockholders� equity, results of operations or properties of the Company and its subsidiaries considered as one enterprise, the effect of which, in the reasonable judgment of the Representative, has a material adverse effect on the investment quality of such Note and (ii)�the Company shall have furnished to the Representative a certificate of the Company, signed by any of the Chairman of the Board, the President, the Chief Executive Officer, any Vice President having responsibilities for financial matters, the Chief Accounting Officer or the Treasurer of the Company, dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Disclosure Package, the Prospectus, any supplement to the Prospectus 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 as a condition to the obligation of the Underwriters to purchase the Notes.

(ii) No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company�s knowledge, threatened.

(iii) (1) Since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, there has not been any material loss or

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interference with the Company�s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus and (2)�since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has not been any change in the capital stock (other than the effect of stock-based compensation or a repurchase of stock pursuant to the Company�s stock repurchase program) or long-term debt (other than normal amortization of debt premium and discount, repayments of bank or finance company borrowings and repurchases of commercial paper) of the Company or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders� equity, results of operations or properties of the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated in the Registration Statement, the Disclosure Package and the Prospectus.

(e) The Representative shall have received letters from Deloitte�& Touche LLP, dated the date of this Agreement and the Closing Date, respectively, each in form and substance satisfactory to the Representative, confirming that it is an independent registered public accounting firm within the meaning of the Act and the rules and regulations of the Public Company Accounting Oversight Board and the applicable published rules and regulations thereunder and stating in effect that:

(i) In its opinion the consolidated financial statements and related supplemental schedules audited by it and included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the published rules and regulations thereunder.

(ii) On the basis of a reading of the latest unaudited financial statements made available by the Company; a reading of the minutes of the meetings of the Board of Directors of the Company and the committees thereof; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company, nothing came to its attention which caused it to believe that:

(1) any unaudited condensed consolidated financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus do not comply in form in all material respects with the applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in Quarterly Reports on Form 10-Q under the Exchange Act; or that any material modifications should be made to said unaudited condensed consolidated financial statements, for them to be in conformity with accounting principles generally accepted in the United States of America;

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(2) with respect to the period subsequent to the date of the most recent financial statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus (the �Latest Date of Financials�), (A)�there was any increase in long-term debt (other than normal amortization of debt premium and discount) or decrease in net assets or (B)�there were any changes, at a specified date not more than five days prior to the date of the letter, in the common stock or non-redeemable serial preferred stock of the Company as compared with the amounts shown on the most recent balance sheet included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus; except in all instances for changes or decreases that the Registration Statement, the Disclosure Package and the Prospectus disclose have occurred or may occur and except as set forth in such letter; or

(3) with respect to the period subsequent to the Latest Date of Financials to the date of the most recent available interim financial statements, there were any decreases in operating revenues or net income applicable to common stock of the Company, as compared with the comparable period of the preceding year, except in all instances for decreases that the Registration Statement, the Disclosure Package and the Prospectus disclose have occurred or may occur and except as set forth in such letter.

(iii) It has compared certain dollar amounts (or percentages derived from such dollar amounts) and other financial information specified by the Representative (A)�which appear in the Disclosure Package and the Prospectus under the caption �Ratio of Earnings to Fixed Charges�, (B)�which appear or are incorporated by reference in the Company�s Annual Report on Form 10-K incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the caption �Management�s Discussion and Analysis of Financial Condition and Results of Operations� or (C)�which appear in any of the Company�s Quarterly Reports on Form 10-Q incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus under the captions �Management�s Discussion and Analysis of Financial Condition and Results of Operations� and �Ratio of Earnings to Fixed Charges� (in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company subject to the internal controls of the Company�s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results. All financial statements included in material incorporated by reference in the Prospectus shall be deemed included in the Prospectus for purposes of this paragraph.

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References to the Prospectus in this paragraph (e)�include any supplement thereto at the date of the letter.

(f) The Company and Indenture Trustee shall have entered into the supplemental indentures relating to the respective series of the Notes, and the Underwriters shall have received counterparts, conformed as executed thereof, and the Notes shall have been duly executed and delivered by the Company and authenticated by the Indenture Trustee.

(g) Prior to the Closing Date, the Company shall have furnished to the Representative such further information, documents, certificates and opinions of counsel as the Representative may reasonably request.

If any of the conditions specified in this Section�6 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 Representative and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at any time by the Representative. Notice of such cancellation shall be given to the Company in writing or by telephone or telegraph confirmed in writing, as set forth in Section�12 hereof.

The documents required to be delivered by this Section�6 at the Closing Date shall be delivered at the Closing Location.

7. Reimbursement of Underwriters� Expenses. If the sale of the Notes provided for herein is not consummated because (i)�this Agreement is terminated pursuant to Section�10, (ii)�any condition to the obligations of the Underwriters set forth in Section�6 hereof is not satisfied or (iii)�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 Underwriter, the Company will reimburse such Underwriter upon demand for all out of-pocket expenses that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Notes, including the reasonable fees and disbursements of counsel for the Underwriters.

8. Indemnification and Contribution.

(a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Registration Statement, the Prospectus and any Permitted Free Writing Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are 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 will reimburse each Underwriter promptly after receipt of invoices from such Underwriter for any legal or other expenses as and when reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to

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the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any Registration Statement, the Prospectus and any Permitted Free Writing Prospectus and any other prospectus relating to the Notes or any such amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein.

(b) The Underwriters will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any Registration Statement, the Prospectus and any Permitted Free Writing Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, or arise out of or are 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any Registration Statement, the Prospectus and any Permitted Free Writing Prospectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein; and will reimburse the Company promptly after receipt of invoices from the Company for any legal or other expenses as and when reasonably incurred by the Company in connection with investigating or defending any such action or claim.

(c) Promptly after receipt by an indemnified party under paragraph (a)�or (b)�above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such paragraph, notify the indemnifying party in writing of the commencement thereof; but the omission to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such paragraph. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such paragraph for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. An indemnifying party shall not settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened action, claim, suit or proceeding in which any indemnified party is or could be a party and as to which indemnification or contribution could have been sought by such indemnified party under this Section�8 (whether or not such indemnified party is a party thereto), unless such indemnified party has given its prior written consent or the settlement, compromise, consent or termination (i)�includes an express unconditional release of such indemnified party, satisfactory in form and substance to

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such indemnified party, from all losses, claims, damages or liabilities arising out of such action, claim, suit or proceeding and (ii)�does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Any losses, claims, damages or liabilities for which an indemnified party is entitled to indemnification or contribution under this Section�8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages or liabilities are incurred.

(d) If the indemnification provided for in this Section�8 is unavailable to or insufficient to hold harmless an indemnified party under paragraph (a)�or (b)�above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) or reimbursement of expenses referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) or reimbursement of expenses in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof) or reimbursement of expenses, as well as other equitable considerations, including relative fault. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties� relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this paragraph (d)�were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) or reimbursement of expenses referred to above in this paragraph (d)�shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this paragraph (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes of the Company purchased by or through it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. 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. The obligations of the Underwriters in this paragraph (d)�to contribute are several in proportion to the respective purchases made by or through it to which such loss, claim, damage or liability (or action in respect thereof) or reimbursement of expenses relates and are not joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect to which contribution may be sought, it will promptly give written notice of such service to the party or parties from whom contribution may be sought, but the omission so to notify such party or parties of any such service will not relieve the party from whom contribution may be sought for any obligation it may have hereunder or otherwise (except as specifically provided in Section�8(c) above).

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(e) The obligations of the Company under this Section�8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and agent of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section�15 of the Act or Section�20 of the Exchange Act; and the obligations of the Underwriters under this Section�8 shall be in addition to any liability which any Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of Section�15 of the Act or Section�20 of the Exchange Act.

9. Default by an Underwriter.

(a) If an Underwriter shall default in its obligation to purchase the Notes which it has agreed to purchase hereunder (in this Section called the �Unpurchased Notes�), the non-defaulting Underwriters may in their discretion arrange for themselves or another party or other parties to purchase such Unpurchased Notes on the terms contained herein. If within 36 hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Unpurchased Notes, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Unpurchased Notes on such terms. In the event that, within the respective prescribed period, the non-defaulting Underwriters notify the Company that they have so arranged for the purchase of such Unpurchased Notes, or the Company notifies such non-defaulting Underwriters that it has so arranged for the purchase of such Unpurchased Notes, such Underwriters or the Company shall have the right to postpone the Closing Date for such Unpurchased Notes for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriters may thereby be made necessary. The term �Underwriter� as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Unpurchased Notes.

(b) If, after giving effect to any arrangements for the purchase of the Unpurchased Notes of a defaulting Underwriter by the non-defaulting Underwriters and the Company as provided in subsection (a)�above, the aggregate principal amount of such Unpurchased Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes that such Underwriter agreed to purchase hereunder) of the Unpurchased Notes of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Unpurchased Notes of a defaulting Underwriter by the non-defaulting Underwriters and the

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Company as provided in subsection (a)�above, the aggregate principal amount of Unpurchased Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Notes, as referred to in subsection (b)�above, or if the Company shall not exercise the right described in subsection (b)�above to require the non-defaulting Underwriters to purchase Unpurchased Notes of the defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriters or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section�4(g) hereof and the indemnity and contribution agreements in Section�8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

10. Termination.

(a) This Agreement shall be subject to termination in the absolute discretion of the Representative, by notice given to the Company prior to delivery of payment for the Notes to be purchased hereunder, if prior to such time (i)�there shall have occurred any outbreak or escalation of hostilities or other national or international calamity or crisis, or any material adverse change in financial, political or economic conditions affecting the United States, or a material disruption in banking or securities settlement or clearance services in the United States, the effect of any of which shall be such as to make it, in the reasonable judgment of the Representative, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes, or (ii)�trading in any securities of the Company shall have been suspended by the Commission or a national securities exchange, or if trading generally on the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities, or (iii)�if the rating assigned by any �nationally recognized statistical rating organization� (as such term is defined in Section�3(a)(62) of the Exchange Act) to the Notes or any other debt securities of the Company subsequent to the execution and delivery of this Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has placed the Notes or any other debt securities of the Company on what is commonly termed a �watch list� for possible downgrading, or if any such rating agency shall have otherwise given any notice of a possible change in any such rating that does not indicate the direction of the possible change, or (iv)�the subject matter of any amendment or supplement to any Registration Statement, the Disclosure Package or the Prospectus prepared and issued by the Company, or the exceptions set forth in any letter furnished by Deloitte�& Touche LLP furnished pursuant to Section�5(e) hereof, shall have made it, in the judgment of the Representative, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes, or (v)�there has been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders� equity, results of operations or properties of the Company and its subsidiaries considered as one enterprise, otherwise than as set forth or contemplated by the Registration Statement and the Prospectus, or (vi)�there has been a material adverse change in the financial markets generally.

11. 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

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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�8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 4(g) and 8 hereof shall survive the termination or cancellation of this Agreement.

12. Notices. All communications hereunder will be in writing and, (i)�if sent to the Underwriters, will be mailed, delivered or transmitted and confirmed to them in care of Wells Fargo Securities, LLC, 550 South Tryon Street, Charlotte, North Carolina 28202, Facsimile (704)�410-0326, Attention: Transaction Management or (ii)�if sent to the Company, will be mailed, delivered or telegraphed and confirmed to it at 101 Constitution Avenue, N.W., Washington, D.C. 20080, Attention: Secretary.

13. 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�8 hereof, and no other person will have any right or obligation hereunder.

14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

15. No Fiduciary Duty. The Company acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm�s length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company, its management, stockholders or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by any Underwriter to the Company regarding such transactions, including but not limited to, any opinions or views with respect to the price or market for the Notes, do not constitute advice or recommendations to the Company.

16. Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Representative with respect to the subject matter hereof.

17. Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

18. Counterparts. This Agreement may be executed in counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto.

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and you.

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Very truly yours,

WGL Holdings, Inc.

By:	�	/s/ Anthony M. Nee
	�	Name: Anthony M. Nee
	�	Title: Vice President and Treasurer

The foregoing Agreement is

hereby confirmed and accepted

as of the date hereof.

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Wells Fargo Securities, LLC

By:	�	/s/ Carolyn Hurley
	�	Name: Carolyn Hurley
	�	Title: Director

SCHEDULE I

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Name of Underwriter	��	Principal Amount of 2019 Notes		�	��	Principal Amount of 2044 Notes		�
Wells Fargo Securities, LLC	��	$	60,000,000	��	��	$	75,000,000	��
BB&T Capital Markets, a division of BB&T Securities, LLC	��	�	17,500,000	��	��	�	21,875,000	��
TD Securities (USA) LLC	��	�	17,500,000	��	��	�	21,875,000	��
CIBC World Markets Corp.	��	�	5,000,000	��	��	�	6,250,000	��
	��	�	�	�	��	�	�	�
Total	��	$	100,000,000	��	��	$	125,000,000	��
	��	�	�	�	��	�	�	�

SCHEDULE II

Permitted Free Writing Prospectuses

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1.	Final Term Sheet attached as Schedule III hereto

SCHEDULE III

Filed Pursuant to Rule 433

Registration No.�333-198218

October�22, 2014

WGL HOLDINGS, INC.

Pricing Term Sheet

$100,000,000 2.25% Senior Notes due 2019

$125,000,000 4.60% Senior Notes due 2044

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Issuer:	��	WGL Holdings, Inc.

Ratings: (Moody�s / S&P / Fitch)*	��	[Intentionally omitted]

Security Type:	��	Senior Unsecured Notes

Pricing Date:	��	October 22, 2014

Settlement Date:	��	October 24, 2014 (T+2)

Interest Payment Dates:	��	May 1 and November 1, commencing May 1, 2015

�	��	2.25% Senior Notes due 2019	��	4.60% Senior Notes due 2044
Maturity Date:	��	November 1, 2019	��	November 1, 2044

Principal Amount:	��	$100,000,000	��	$125,000,000

Benchmark Treasury:	��	1.75% due September 30, 2019	��	3.375% due May 15, 2044

Benchmark Treasury Price / Yield:	��	101-14+ / 1.444%	��	107-11+ / 2.998%

Spread to Benchmark Treasury:	��	+ 85 bps	��	+ 165 bps

Yield to Maturity:	��	2.294%	��	4.648%

Coupon:	��	2.25%	��	4.60%

Public Offering Price:	��	99.792%	��	99.226%

Optional Redemption:	��		��

Make-Whole Call:	��	T + 15 bps	��	T + 25 bps

Par Call:	��	On or after October 1, 2019	��	On or after May 1, 2044

CUSIP / ISIN:	��	92924FAA4 / US92924FAA49	��	92924FAB2 / US92924FAB22

Joint Book-Running Managers:	��	Wells Fargo Securities, LLC BB&T Capital Markets, a division of BB&T Securities, LLC TD Securities (USA) LLC

Co-Managers:	��	CIBC World Markets Corp.

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*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer�s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897.

Exhibit 4.2

EXECUTION VERSION

WGL HOLDINGS, INC.,

Issuer

AND

THE BANK OF NEW YORK MELLON,

Trustee

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FIRST SUPPLEMENTAL INDENTURE

dated as of October�24, 2014

Indenture

dated as of August�28, 2014

relating to

2.25% Senior Notes due 2019

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FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE, dated as of October�24, 2014 (this �Supplemental Indenture�), between WGL Holdings, Inc., a corporation organized under the laws of the Commonwealth of Virginia, and The Bank of New York Mellon, as trustee, to the Base Indenture (as defined below).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of August�28, 2014 (the �Base Indenture�), providing for the issuance from time to time of its debt securities, to be issued in one or more series as therein provided;

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a series of notes to be known as its 2.25% Senior Notes due 2019 (the �Notes�), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture (together, the �Indenture�); and

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture and all requirements necessary to make this Supplemental Indenture a valid instrument in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid and legally binding obligations of the Company, and all acts and things necessary have been done and performed to make this Supplemental Indenture enforceable in accordance with its terms, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed as follows for the equal and ratable benefit of the holders of Notes:

ARTICLE I

DEFINITIONS, ETC.

Section�1.1. Definitions of Terms. The terms defined in this Section�1.1 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Supplemental Indenture shall have the respective meanings specified in this Section�1.1 and shall include the plural as well as the singular. All other terms used in this Supplemental Indenture but not defined in this Supplemental Indenture are defined in the Base Indenture.

�Base Indenture� has the meaning provided in the recitals.

�Comparable Treasury Issue� means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

�Comparable Treasury Price� means, with respect to any redemption date, (a)�the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding

the highest and lowest of such Reference Treasury Dealer Quotations, or (b)�if the Independent Investment Banker is provided with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

�Indenture� has the meaning provided in the recitals.

�Independent Investment Banker� means one of the Reference Treasury Dealers appointed by the Company.

�Notes� has the meaning provided in the recitals.

�Reference Treasury Dealer� means one Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC and three other primary U.S. government securities dealers in The City of New York, New York (a �Primary Treasury Dealer�) selected by the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will select another Primary Treasury Dealer which will be substituted for that dealer.

�Reference Treasury Dealer Quotations� means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

�Supplemental Indenture� has the meaning provided in the preamble.

�Treasury Rate� means with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date; provided that, if the Reference Treasury Dealers shall determine that there is no such Comparable Treasury Issue, such rate per year shall be equal to the estimated semiannual equivalent yield to maturity that a United States Treasury security having a maturity comparable to the remaining term of the Notes to be redeemed would bear, if such security were available, such estimate to be made by the Reference Treasury Dealers on the basis of interpolation, extrapolation and other accepted financial practices, taking into account (a)�the yields to maturity of United States Treasury securities of other maturities, (b)�yields to maturity of other Dollar denominated debt securities having a maturity comparable to the remaining term of the Notes to be redeemed and (c)�applicable interest rate spreads between United States Treasury securities and such other debt securities, all as of 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Section�1.2. References. References in this Supplemental Indenture to article numbers, section numbers and exhibits shall be deemed to be references to articles and section numbers of, and exhibits to, this Supplemental Indenture, unless otherwise specified.

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ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section�2.1. Designation and Principal Amount.

The Notes are hereby authorized and are designated the 2.25% Senior Notes due 2019, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of $100,000,000, which amount shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section�2.4 of the Base Indenture.

Section�2.2. Maturity.

Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable on November�1, 2019, together with any accrued interest thereon to, but not including, such date.

Section�2.3. Form and Payment.

The Notes shall be issued as a Global Security and in the minimum denominations of one thousand Dollars ($1,000) and in integral multiples of $1,000 in excess thereof.

The Notes and the Trustee�s certificate of authentication to be endorsed thereon are to be substantially in the form of Exhibit A, which form is hereby incorporated in and made a part of this Supplemental Indenture.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture, and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

Payments of principal, premium, if any, and/or interest on the Notes shall initially be paid to Cede�& Co, as nominee of the Depositary.

The Global Security representing the Notes shall be deposited with, or on behalf of, the Depositary and shall be registered in the name of the Depositary or a nominee of the Depositary. The Global Security representing the Notes may not be transferred except as a whole by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or such nominee to a successor of the Depositary or a nominee of such successor.

Section�2.4. Interest.

Interest on the Notes shall accrue at the rate of 2.25%�per annum. The Interest Payment Dates for the Notes shall be May�1 and November�1 of each year, commencing May�1, 2015, and the Regular Record Date for the Notes shall be April�15 and October�15, as the case may be, next preceding the applicable Interest Payment Date. Interest on the Notes shall be payable semi-annually in arrears on each Interest Payment Date for the Notes. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest

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Payment Date or maturity date for the Notes falls on a day that is not a Business Day, the required payment of principal or interest will be made on the next Business Day as if made on the date that payment was due, and no interest will accrue on that payment for the period from and after the Interest Payment Date or maturity date, as the case may be, to the date of the payment on the next Business Day.

Section�2.5. Optional Redemption.

At any time prior to October�1, 2019, the Company may, at its option, redeem the Notes in whole or in part, from time to time, at a redemption price equal to the greater of (a)�100% of the principal amount of the Notes being redeemed or (b)�the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on and after October�1, 2019, the Company may, at its option, redeem the Notes in whole or in part, from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but not including, the date of redemption.

ARTICLE III

AMENDMENTS TO BASE INDENTURE

The following amendments shall be made to the Base Indenture:

Section�3.1. Definitions. Section�1.1 of the Base Indenture is hereby amended to add the following definitions in the appropriate alphabetical locations:

�Capital Lease� means any Indebtedness represented by a lease obligation incurred with respect to real property or equipment acquired or leased and used in its business that is required to be recorded as a capital lease in accordance with GAAP.

�Consolidated Net Worth� means at any time the consolidated stockholders� equity of the Company and its subsidiaries calculated on a consolidated basis as of such time. For purposes of calculating the Consolidated Net Worth, �subsidiaries� means, at any time, the subsidiaries of the Company whose financial data is, in accordance with GAAP, reflected in the Company�s consolidated financial statements.

�GAAP� means generally accepted accounting principles in the United States.

�Indebtedness� means any indebtedness in respect of borrowed money of the Company.

�Lien� means any lien, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

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Section�3.2. Limitation on Liens. Article IV of the Base Indenture is hereby amended to add the following new Section�4.7, which new Section�4.7 shall be for the benefit of the Securityholders of the Notes only, and not any other series of Securities, unless any amendment or supplement to the Indenture provides otherwise (it being understood that only a series of Securities that so benefits from Section�4.7 of the Base Indenture shall have any rights with respect to said Section�4.7 or be deemed to be affected by said Section�4.7 within the meaning of Section�9.2 of the Base Indenture and otherwise):

Section�4.7. Limitation on Liens. The Company covenants that the Company and its Subsidiaries will not create or incur any Lien on any property of the Company or any of its Subsidiaries, whether now owned or hereafter acquired, in order to secure any Indebtedness, without effectively providing that the Securities of any series which by their express terms benefit from this Section�4.7 shall be equally and ratably secured until such time as such Indebtedness is no longer secured by such Lien, except:

(a) Liens existing as of the date of initial issuance of the Securities of such series;

(b) Liens granted after the date of initial issuance of the Securities of such series created in favor of the Securityholders of such series;

(c) Liens securing Indebtedness which are incurred to extend, renew or refinance Indebtedness which is secured by Liens permitted to be incurred under this Section�4.7;

(d) Liens created in substitution of or as replacements for any Lien permitted by clause (a), (b)�or (c)�of this Section�4.7; provided that based on a good faith determination of the Company, the property encumbered under any such substitute or replacement Lien is substantially similar in nature to the property encumbered by the otherwise permitted Lien which is being replaced;

(e) Liens on any assets, created solely to secure obligations incurred to finance the refurbishment, improvement or construction of such asset, which obligations are incurred no later than 12 months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings of such obligations;

(f) Liens given to secure the payment of the purchase price incurred in connection with the acquisition (including acquisition through merger or consolidation) of any property, including Capital Lease transactions in connection with any such acquisition, and (ii)�Liens existing on any property at the time of acquisition thereof or at the time of acquisition by the Company or any of its Subsidiaries of any Person then owning such property whether or not such existing Liens were given to secure the payment of the purchase price of the property to which they attach; provided that with respect to clause (i), the Liens shall be given within 12 months after such acquisition and shall attach solely to the property acquired or purchased and any improvements then or thereafter placed thereon and any proceeds thereof;

(g) pre-existing Liens on assets acquired after the date of initial issuance of the Securities of such series;

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(h) Liens in favor of the Company or any of its Subsidiaries;

(i) purchase money Liens or purchase money security interests upon or in any property acquired or held by the Company or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such property or to secure Indebtedness incurred solely for the purpose of financing the acquisition of such property;

(j) Liens on any property in favor of the United States or any State thereof or any political subdivision thereof to secure progress or other payments or to secure Indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving such property;

(k) the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts receivable or customers� installment paper;

(l) Liens securing hedges, swaps, derivatives and other similar transactions entered into in the ordinary course of business;

(m) Liens incurred in connection with an acquisition of assets or a project financed on a non-recourse basis;

(n) Liens for taxes, assessments or governmental charges for the then current year and taxes, assessments or governmental charges not then delinquent;

(o) Liens for workers� compensation awards and similar obligations not then delinquent;

(p) mechanics�, laborers�, materialmen�s and similar Liens not then delinquent;

(q) judgment Liens;

(r) easements or reservations in respect of the Company�s property or property of a Subsidiary for the purpose of roads, pipelines, utility transmission and distribution lines or other rights-of-way and similar purposes;

(s) zoning ordinances, regulations, reservations, restrictions, covenants, party wall agreements, conditions of record and other encumbrances, other than to secure the payment of money, none of which, in the opinion of counsel, are such as to interfere with the proper operation and development of the affected property for its intended use in the Company�s business or the business of any of its Subsidiaries;

(t) any defects of title and any terms, conditions, agreements, covenants, exceptions and reservations in deeds or other instruments under which we or a Subsidiary has acquired or may in the future acquire any property, none of which, in the opinion of counsel, materially adversely affects the operation of the Company�s properties and those of its Subsidiaries, taken as a whole;

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(u) rights reserved to or vested in others to take or receive any part of the electricity, gas (either natural or artificial), steam or any by-products generated or produced by or from any of the Company�s or any of its Subsidiary�s properties or with respect to any other rights concerning electricity, gas (either natural or artificial) or steam supply, transportation or storage which are in use in the ordinary course of the electricity, gas (either natural or artificial) or steam business;

(v) Liens created or assumed by the Company or any of its Subsidiaries in connection with the issuance of tax-exempt state and local bonds for purposes of financing, in whole or in part, the acquisition or construction of property to be used by the Company or any of its Subsidiaries, provided the Liens are limited to the property financed and the related real estate;

(w) Liens incurred in the creation or existence of leases made, or existing on property acquired, in the ordinary course of business; and

(x) any extension, renewal, substitution or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in this Section�4.7.

Notwithstanding anything to the contrary in this Section�4.7, the Company and any of its Subsidiaries may, without equally and ratably securing the Securities of any series which by their express terms benefit from this Section�4.7, create or incur Liens which would otherwise be subject to the restrictions set forth in this section if, after giving effect thereto, the aggregate principal amount of Indebtedness incurred after the date of initial issuance of such Securities and secured by Liens not permitted under this Section�4.7 does not exceed the greater of (i)�15% of Consolidated Net Worth calculated as of the date of the creation or incurrence of such Lien or (ii)�15% of Consolidated Net Worth calculated as of the date of the initial issuance of such Securities.

ARTICLE IV

MISCELLANEOUS

Section�4.1. Application of Supplemental Indenture.

This Supplemental Indenture shall amend and supplement the Base Indenture in the manner and to the extent herein and therein provided.

Section�4.2. Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

Section�4.3. Conflict with Base Indenture.

To the extent not expressly amended or modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect. If any provision of this Supplemental Indenture relating to the Notes is inconsistent with any provision of the Base Indenture, the provision of this Supplemental Indenture shall control.

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Section�4.4. Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section�4.5. Successors.

All agreements of the Company in the Base Indenture, this Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in the Base Indenture and this Supplemental Indenture shall bind its successors.

Section�4.6. Counterparts.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section�4.7. Trustee Disclaimer.

The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Company and not the Trustee.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

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WGL HOLDINGS, INC.

By:	�	/s/ Anthony M. Nee
	�	Name: Anthony M. Nee
	�	Title: ��Vice President and Treasurer

THE BANK OF NEW YORK MELLON, as Trustee

By:	�	/s/ Francine Kincaid
	�	Name: Francine Kincaid
	�	Title: ��Vice President

Exhibit A

Form of Global Note representing the Notes

WGL HOLDINGS, INC.

2.25% SENIOR NOTE DUE 2019

THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE �DEPOSITARY�), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE�& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE�& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE�& CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR�S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

�


CUSIP No.�92924FAA4	�	��
ISIN No. US92924FAA49	�	��
No.�1	�	��	Principal Amount $100,000,000

WGL HOLDINGS, INC.

2.25% SENIOR NOTES DUE 2019

WGL Holdings, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the �Company�), for value received, hereby promises to pay to Cede�& Co. or registered assigns the principal sum of one hundred million United States Dollars ($100,000,000), at the Company�s office or agency for said purposes, on November�1, 2019 (the �Stated Maturity�) or upon earlier redemption.

The Company promises to pay interest on the principal amount of this Security at the rate of 2.25%�per annum. The Company will pay interest semi-annually in arrears on May�1 and November�1 of each year (each, an �Interest Payment Date�), commencing on May�1, 2015.

Interest on this Security will accrue from October�24, 2014 or from the most recent Interest Payment Date to which interest on the Notes has been paid or duly provided for, until payment of said principal sum has been made or duly provided for. The Company will pay interest to the Person in whose name this Security is registered at the close of business on April�15 and October�15, as the case may be, next preceding the applicable Interest Payment Date, except that the Company will pay the interest payable at the Stated Maturity or any redemption date of this Security to the Person or Persons to whom principal is payable. The Company will pay interest in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. The Company will make payments in respect of Notes in global form (including principal and interest) to the Securityholder thereof or a nominee of the Securityholder, by wire transfer of immediately available funds as of the close of business on the date such payments are due.

Payments of interest on this Security will include interest accrued to but excluding the respective Interest Payment Date. Interest on this Security will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any Interest Payment Date or maturity date for this Security falls on a day that is not a Business Day, the required payment of principal or interest will be made on the next Business Day as if made on the date that payment was due, and no interest will accrue on that payment for the period from and after the Interest Payment Date or maturity date, as the case may be, to the date of the payment on the next Business Day. A �Business Day� means any day other than a day on which Federal or State banking institutions in The City of New York or place of payment, are authorized or obligated by law, executive order or regulation to close.

Payment of the principal and interest due at the Stated Maturity or earlier redemption of the Security shall be made upon the surrender of the Security at the Corporate Trust Office of the Trustee (as defined below). Principal of and any premium and interest on the Security will, at the option of the Company, be paid either (i)�by check mailed to the Person entitled to such payment at its address set forth in the Security Register or (ii)�wired to such account at a banking institution in the United States as may be designated in writing to the Trustee by the Person entitled to such payment at least 16 days prior to the date of such payment.

Reference is made to the further provisions set forth on the reverse hereof, including the definitions of certain capitalized terms. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Security shall not be valid or obligatory until the certificate of authentication hereon shall have been duly signed by The Bank of New York Mellon, as trustee (the �Trustee�) acting under the Indenture dated as of August�28, 2014 between the Company and the Trustee.

�

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

�


Dated: October�24, 2014	�		�

	�	WGL HOLDINGS, INC.

	�	By:	�	�
	�		�	Name:
	�		�	Title:

	�	By:	�	�
	�		�	Name:
	�		�	Title:

TRUSTEE�S CERTIFICATE OF AUTHENTICATION

This is one of the Securities issued under the within-mentioned Indenture.

�


Dated: October�24, 2014	�		�

	�	THE BANK OF NEW YORK MELLON, as Trustee

	�	By:	�	�
	�		�	Authorized Signatory

REVERSE OF SECURITY

WGL HOLDINGS, INC.

2.25% Senior Notes Due 2019

This Security is one of a duly authorized issue of debt securities of the Company, of the series hereinafter specified, all issued or to be issued under a Supplemental Indenture, dated as of October�24, 2014 (the �Supplemental Indenture�), to an Indenture, dated as of August�28, 2014 (the �Base Indenture� and, together with the Supplemental Indenture, the �Indenture�), and duly executed and delivered by the Company to The Bank of New York Mellon, as trustee (hereinafter, the �Trustee�). Reference to the Indenture is hereby made for a description of the respective rights and duties thereunder of the Trustee, the Company and the Securityholders of the Securities. This Security is one of a series designated as the �2.25% Senior Notes Due 2019� of the Company (hereinafter called the �Notes�), issued under the Indenture. Each Securityholder by accepting a Note, agrees to be bound by all terms and provisions of the Indenture, as amended from time to time, applicable to the Notes.

The Notes issued under the Indenture are senior unsecured obligations of the Company and will mature on November�1, 2019. The Notes rank on parity with all other existing and future senior unsecured obligations of the Company.

�Comparable Treasury Issue� means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes being redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

�Comparable Treasury Price� means, with respect to any redemption date, (a)�the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b)�if the Independent Investment Banker is provided with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

�Independent Investment Banker� means one of the Reference Treasury Dealers appointed by the Company.

�Reference Treasury Dealer� means one Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC and three other primary U.S. government securities dealers in The City of New York, New York (a �Primary Treasury Dealer�) selected by the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will select another Primary Treasury Dealer which will be substituted for that dealer.

�Reference Treasury Dealer Quotations� means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such redemption date.

�Treasury Rate� means with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date; provided that, if the Reference Treasury Dealers shall determine that there is no such Comparable Treasury Issue, such rate per year shall be equal to the estimated semiannual equivalent yield to maturity that a United States Treasury security having a maturity comparable to the remaining term of the Notes to be redeemed would bear, if such security were available, such estimate to be made by the Reference Treasury Dealers on the basis of interpolation, extrapolation and other accepted financial practices, taking into account (a)�the yields to maturity of United States Treasury securities of other maturities, (b)�yields to maturity of other Dollar denominated debt securities having a maturity comparable to the remaining term of the Notes to be redeemed and (c)�applicable interest rate spreads between United States Treasury securities and such other debt securities, all as of 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

Except in the case of a conditional redemption, once notice of redemption on the Notes is given, the Notes called for redemption become due and payable on the redemption date at the redemption price stated in the notice. A notice of redemption of the Notes may be conditioned and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the redemption. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the redemption date or have been waived by the Company.

The Notes are not entitled to any sinking fund, and no Securityholder of the Notes may require the Company to make any mandatory redemption of the Notes or purchase or make an offer to purchase the Notes.

�

The Notes are subject to satisfaction and discharge pursuant to Article XI of the Base Indenture.

In case an Event of Default shall have occurred and is continuing with respect to the Notes, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture provides that in certain circumstances such declaration and its consequences may be waived by the Securityholders of not less than a majority in aggregate principal amount of the Notes then Outstanding. However, any such consent or waiver by the Securityholder shall not affect any subsequent default or impair any right consequent thereon.

The Base Indenture permits the Company and the Trustee, without the consent of the Securityholders of the Notes for certain situations and with the consent of not less than a majority of the Securityholders in aggregate principal amount of the Outstanding Notes of each series affected by such supplemental indenture in other situations, to execute supplemental indentures adding to, modifying, or changing various provisions of, the Base Indenture; provided that no such supplemental indenture, without the consent of the Securityholder of each Outstanding Note affected thereby, shall (i)�change the maturity date of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, (ii)�reduce the amount of principal of an Original Issue Discount Security or any other Security payable upon acceleration of maturity, (iii)�change the currency in which any Security or any premium or interest is payable, (iv)�impair the right to receive payment of principal of and interest on any Security (whether upon redemption, repurchase, maturity, or otherwise) or payment or delivery of any amounts due upon conversion of Securities of any series that are convertible into shares of common stock or other securities on or after the due dates or to institute suit for the enforcement of any payment on or with respect to any Security, (v)�adversely change the right to convert or exchange, including decreasing the conversion rate or increasing the conversion price of, that Security (if applicable), (vi)�if the Securities are secured, change the terms and conditions pursuant to which the Securities are secured in a manner adverse to the holders of the Securities, (vii)�reduce the percentage in principal amount of outstanding Securities of any series, the consent of whose holders is required for modification or amendment of the Indenture or for waiver of compliance with any provision of the Indenture, (viii)�reduce the requirements contained in the Indenture for a quorum for a meeting or for voting, (ix)�change any obligations of the Company to maintain an office or agency in the places and for the purposes required by the Indenture, (x)�in the case such series of Securities is subordinated to other indebtedness of the Company pursuant to a supplement indenture, modify the subordination provisions in such supplemental indenture in a manner adverse to the holders of such Securities, or (xi)�modify Sections 9.1 or 9.2 of the Base Indenture.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of or interest on this Security at the respective times and at the rate herein prescribed.

The Notes are issuable in registered form without coupons in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. A Securityholder may exchange the Notes for a like aggregate principal amount of Notes of other authorized denominations in the manner and subject to the limitations provided in the Indenture.

�

Upon due presentment for registration of transfer of the Notes at the office or agency for said purpose of the Company, a new Note or Notes of authorized denominations, for a like aggregate principal amount, will be issued to the transferee as provided in the Indenture. No service charge shall be made for any such transfer, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

Prior to due presentation of this Security for registration of transfer, the Company, the Trustee, and any agent of the Company or the Trustee, may deem and treat the Securityholder hereof as the owner of this Security (whether or not any payment with respect to this Security shall be overdue), for the purpose of receiving payment of principal of and (subject to the provisions of the Indenture) interest hereon and for all other purposes whatsoever, whether or not any payment with respect to this Security shall be overdue, and neither the Company, nor the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

No recourse shall be had for the payment of the principal of or interest on this Security, for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, or because of the creation of any indebtedness represented thereby, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK.

All terms used in this Security (and not otherwise defined in this Security) that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

�

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

�

(Name and address of Assignee, including zip code, must be printed or typewritten)

�

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

�

to transfer the said Note on the books of WGL Holdings, Inc. with full power of substitution in the premises.

�

Dated:��

�

NOTICE: The signature to this assignment must

correspond with the name as it appears upon the

face of the within Note in every particular, without

alteration or enlargement or any change whatever.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is $100,000,000. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

�


Date of Exchange	��	Amount�of�decrease in�Principal�Amount�of this Global Note	��	Amount�of increase in�Principal Amount of this Global�Note	��	Principal Amount�of this�Global Note following such decrease�or increase	��	Signature�of authorized signatory of Trustee,�Depositary or Custodian
	��		��		��		��
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Exhibit 4.3

EXECUTION VERSION

WGL HOLDINGS, INC.,

Issuer

AND

THE BANK OF NEW YORK MELLON,

Trustee

�

SECOND SUPPLEMENTAL INDENTURE

dated as of October�24, 2014

Indenture

dated as of August�28, 2014

relating to

4.60% Senior Notes due 2044

�

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE, dated as of October�24, 2014 (this �Supplemental Indenture�), between WGL Holdings, Inc., a corporation organized under the laws of the Commonwealth of Virginia, and The Bank of New York Mellon, as trustee, to the Base Indenture (as defined below).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of August�28, 2014 (as amended by the First Supplemental Indenture, dated as of October�24, 2014, the �Base Indenture�), providing for the issuance from time to time of its debt securities, to be issued in one or more series as therein provided;

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a series of notes to be known as its 4.60% Senior Notes due 2044 (the �Notes�), the form and substance of such Notes and the terms, provisions and conditions thereof to be set forth as provided in the Base Indenture and this Supplemental Indenture (together, the �Indenture�); and

ARTICLE I

DEFINITIONS, ETC.

�Base Indenture� has the meaning provided in the recitals.

�Comparable Treasury Price� means, with respect to any redemption date, (a)�the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (b)�if the Independent Investment Banker is provided with fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

�Indenture� has the meaning provided in the recitals.

�Independent Investment Banker� means one of the Reference Treasury Dealers appointed by the Company.

�Notes� has the meaning provided in the recitals.

�Reference Treasury Dealer� means one Primary Treasury Dealer (defined herein) selected by Wells Fargo Securities, LLC and three other primary U.S. government securities dealers in The City of New York, New York (a �Primary Treasury Dealer�) selected by the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will select another Primary Treasury Dealer which will be substituted for that dealer.

�Supplemental Indenture� has the meaning provided in the preamble.

�

ARTICLE II

GENERAL TERMS AND CONDITIONS OF THE NOTES

Section�2.1. Designation and Principal Amount.

The Notes are hereby authorized and are designated the 4.60% Senior Notes due 2044, unlimited in aggregate principal amount. The Notes issued on the date hereof pursuant to the terms of the Indenture shall be in an aggregate principal amount of $125,000,000, which amount shall be set forth in the written order of the Company for the authentication and delivery of the Notes pursuant to Section�2.4 of the Base Indenture.

Section�2.2. Maturity.

Unless an earlier redemption has occurred, the principal amount of the Notes shall mature and be due and payable on November�1, 2044, together with any accrued interest thereon to, but not including, such date.

Section�2.3. Form and Payment.

The Notes shall be issued as a Global Security and in the minimum denominations of one thousand Dollars ($1,000) and in integral multiples of $1,000 in excess thereof.

Payments of principal, premium, if any, and/or interest on the Notes shall initially be paid to Cede�& Co, as nominee of the Depositary.

Section�2.4. Interest.

Interest on the Notes shall accrue at the rate of 4.60%�per annum. The Interest Payment Dates for the Notes shall be May�1 and November�1 of each year, commencing May�1, 2015, and

�

the Regular Record Date for the Notes shall be April�15 and October�15, as the case may be, next preceding the applicable Interest Payment Date. Interest on the Notes shall be payable semi-annually in arrears on each Interest Payment Date for the Notes. Interest on the Notes shall be computed on the basis of a 360-day year comprised of twelve 30-day months. If any Interest Payment Date or maturity date for the Notes falls on a day that is not a Business Day, the required payment of principal or interest will be made on the next Business Day as if made on the date that payment was due, and no interest will accrue on that payment for the period from and after the Interest Payment Date or maturity date, as the case may be, to the date of the payment on the next Business Day.

Section�2.5. Optional Redemption.

At any time prior to May�1, 2044, the Company may, at its option, redeem the Notes in whole or in part, from time to time, at a redemption price equal to the greater of (a)�100% of the principal amount of the Notes being redeemed or (b)�the sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points plus, in each case, accrued and unpaid interest to, but not including, the redemption date.

At any time on and after May�1, 2044, the Company may, at its option, redeem the Notes in whole or in part, from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but not including, the date of redemption.

Section�2.6. Limitation on Liens. Section�4.7 of the Base Indenture shall be for the benefit of the Securityholders of the Notes.

ARTICLE III

MISCELLANEOUS

Section�3.1. Application of Supplemental Indenture.

This Supplemental Indenture shall supplement the Base Indenture in the manner and to the extent herein and therein provided.

Section�3.2. Trust Indenture Act Controls.

If any provision hereof limits, qualifies or conflicts with the duties imposed by Sections 310 through 317 of the Trust Indenture Act, the imposed duties shall control.

Section�3.3. Conflict with Base Indenture.

�

Section�3.4. Governing Law.

THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.

Section�3.5. Successors.

Section�3.6. Counterparts.

Section�3.7. Trustee Disclaimer.

[Remainder of page intentionally left blank]

�

IN WITNESS WHEREOF, the parties to this Supplemental Indenture have caused it to be duly executed as of the day and year first above written.

�


WGL HOLDINGS, INC.

By:	�	/s/ Anthony M. Nee
	�	Name: Anthony M. Nee
	�	Title: Vice President and Treasurer

THE BANK OF NEW YORK MELLON, as Trustee

By:	�	/s/ Francine Kincaid
	�	Name: Francine Kincaid
	�	Title: Vice President

Exhibit A

Form of Global Note representing the Notes

WGL HOLDINGS, INC.

4.60% SENIOR NOTE DUE 2044

THIS IS A SECURITY IN GLOBAL FORM WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER.

�


CUSIP No. 92924FAB2	��	��
ISIN No. ��US92924FAB22	��	��
No. 1	��	��	Principal Amount $125,000,000

WGL HOLDINGS, INC.

4.60% SENIOR NOTES DUE 2044

WGL Holdings, Inc., a corporation organized under the laws of the Commonwealth of Virginia (the �Company�), for value received, hereby promises to pay to Cede�& Co. or registered assigns the principal sum of one hundred twenty-five million United States Dollars ($125,000,000), at the Company�s office or agency for said purposes, on November�1, 2044 (the �Stated Maturity�) or upon earlier redemption.

The Company promises to pay interest on the principal amount of this Security at the rate of 4.60%�per annum. The Company will pay interest semi-annually in arrears on May�1 and November�1 of each year (each, an �Interest Payment Date�), commencing on May�1, 2015.

�

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

�


Dated: October�24, 2014	�		�

	�	WGL HOLDINGS, INC.

	�	By:	�	�
	�		�	Name:
	�		�	Title:

	�	By:	�	�
	�		�	Name:
	�		�	Title:

TRUSTEE�S CERTIFICATE OF AUTHENTICATION

This is one of the Securities issued under the within-mentioned Indenture.

�


Dated: October�24, 2014	�		�

	�	THE BANK OF NEW YORK MELLON, as Trustee

	�	By:	�	�
	�		�	Authorized Signatory

REVERSE OF SECURITY

WGL HOLDINGS, INC.

4.60% Senior Notes Due 2044

This Security is one of a duly authorized issue of debt securities of the Company, of the series hereinafter specified, all issued or to be issued under a Supplemental Indenture, dated as of October�24, 2014 (the �Supplemental Indenture�), to an Indenture, dated as of August�28, 2014 (the �Base Indenture� and, together with the Supplemental Indenture, the �Indenture�), and duly executed and delivered by the Company to The Bank of New York Mellon, as trustee (hereinafter, the �Trustee�). Reference to the Indenture is hereby made for a description of the respective rights and duties thereunder of the Trustee, the Company and the Securityholders of the Securities. This Security is one of a series designated as the �4.60% Senior Notes Due 2044� of the Company (hereinafter called the �Notes�), issued under the Indenture. Each Securityholder by accepting a Note, agrees to be bound by all terms and provisions of the Indenture, as amended from time to time, applicable to the Notes.

The Notes issued under the Indenture are senior unsecured obligations of the Company and will mature on November�1, 2044. The Notes rank on parity with all other existing and future senior unsecured obligations of the Company.

�Independent Investment Banker� means one of the Reference Treasury Dealers appointed by the Company.

�

The Notes are subject to satisfaction and discharge pursuant to Article XI of the Base Indenture.

�

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF NEW YORK.

All terms used in this Security (and not otherwise defined in this Security) that are defined in the Indenture shall have the meanings assigned to them in the Indenture.

�

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

�

(Name and address of Assignee, including zip code, must be printed or typewritten)

�

the within Note, and all rights thereunder, hereby irrevocably, constituting and appointing

�

to transfer the said Note on the books of WGL Holdings, Inc. with full power of substitution in the premises.

�

Dated:��

�

NOTICE: The signature to this assignment�must

correspond with the name as it appears upon the

face of the within Note in every particular, without

alteration or enlargement or any change whatever.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The initial outstanding principal amount of this Global Note is $125,000,000. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

�


Date of Exchange	��	Amount�of�decrease in�Principal�Amount�of this Global Note	��	Amount�of increase in�Principal Amount of this Global�Note	��	Principal Amount�of this�Global Note following such decrease�or increase	��	Signature�of authorized signatory of Trustee,�Depositary or Custodian
	��		��		��		��
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Exhibit 5.1

October�24, 2014

WGL Holdings, Inc.

101 Constitution Avenue, NW

Washington, D.C. 20080

�

Re:

Registration Statement on Form S-3 Relating to the Registration of Debt Securities

Ladies and Gentlemen:

As Senior Vice President, General Counsel and Corporate Secretary of WGL Holdings, Inc. (the �Company�), I submit this opinion of counsel in connection with the Registration Statement on Form S-3 (the �Registration Statement�) filed with the Securities and Exchange Commission (the �Commission�) under the Securities Act of 1933, as amended (the �Securities Act�), that became effective under the Securities Act on August�18, 2014.

Pursuant to the Registration Statement, the Company issued $100,000,000 aggregate principal amount of the Company�s 2.25% Senior Notes due 2019 (the �2019 Notes�) and $125,000,000 aggregate principal amount of the Company�s 4.60% Senior Notes due 2044 (the �2044 Notes� and, together with the 2019 Notes, the �Notes�) pursuant to an Underwriting Agreement, dated October�22, 2014 (the �Underwriting Agreement�), between the Company and Wells Fargo Securities, LLC, as representative of the several underwriters named therein (the �Underwriters�).

The Notes were issued pursuant to the Indenture, dated August�28, 2014 (the �Base Indenture�), as amended and supplemented with respect to the 2019 Notes by the First Supplemental Indenture, dated October�24, 2014 (the �First Supplemental Indenture�), and as further amended and supplemented with respect to the 2044 Notes by the Second Supplemental Indenture, dated October�24, 2014 (the �Second Supplemental Indenture� and, together with the Base Indenture and the First Supplemental Indenture, the �Indenture�), in each case by and between the Company and The Bank of New York Mellon, as trustee (the �Trustee�).

Based on the foregoing, I am of the opinion that the Notes, when authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriter pursuant to the Underwriting Agreement, will be validly issued and will constitute legal, valid, and binding obligations of the Company, except as the same may be limited by and subject to: (a)�bankruptcy, insolvency, fraudulent conveyance and transfer, receivership, conservatorship, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally; (b)�general principles of equity (whether considered in a proceeding in equity or at law); and (c)�concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter may be brought.

I hereby consent to the filing of this opinion as an exhibit to the Company�s Current Report on Form 8-K, filed on October�24, 2014, for incorporation by reference into the above-referenced

Registration Statement, and to the reference to the use of my name therein and in the prospectus and the prospectus supplement constituting a part or deemed a part of such Registration Statement, and in any amendment or supplement thereto. In giving my consent, I do not thereby admit that I am within the category of persons whose consent is required by Section�7 of the Act or the rules and regulations of the Commission promulgated thereunder.

�

Very truly yours,

/s/ Leslie T. Thornton

Leslie T. Thornton

Senior Vice President, General Counsel and Corporate Secretary

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Form 8-K WGL HOLDINGS INC For: Oct 22

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