EXHIBIT 4.18
FORM OF 2002 SERIES B BONDS
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER 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 DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGES 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.
OLD DOMINION ELECTRIC COOPERATIVE
2002 Series B Bonds Due December 1, 2028
No. $________________
Old Dominion Electric Cooperative, a Virginia utility aggregation
cooperative (herein called the "Company," which term includes any successor
corporation under the Indenture of Mortgage and Deed of Trust, dated as of May
1, 1992, as supplemented and amended, for value received, hereby promises to pay
to ____________, or registered assigns, the principal sum of _____________
Dollars on __________, 20__, and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) thereon from the date of issuance or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on June 1 and December 1 in each year, commencing on
June 1, 2003 at the rate of ___% per annum, until the principal hereof is paid
or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Bond (or one or more
Predecessor Bonds) is registered at the close of business on the Regular Record
Date for such interest, which shall be the fifteenth day (whether or not a
business day), of the calendar month next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a Special Record Date for the payment of
such defaulted interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Bonds of this series not more than 15 and not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which Bonds of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal and Redemption Price of and any such interest
on this Bond will be made at the office or agency of the Trustee maintained for
that purpose in Richmond, Virginia, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; PROVIDED, HOWEVER, that (subject to the terms on the
reverse hereof) at the option of the Company payment of interest may be made by
check mailed to the address of the Person entitled thereto as such address shall
appear in the Bond Register.
Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly
executed.
Dated: _______________
OLD DOMINION ELECTRIC COOPERATIVE
By: SPECIMEN
-----------------------------
Authorized Officer
ATTEST:
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Name:
Title:
[Reverse of Bond]
This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust, dated as of May 1, 1992, by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same has been and may
be supplemented, modified or amended and effective from time to time prior to
the Release Date (the "Original Indenture"), under which the undersigned now
acts as Trustee. From and after the Release Date (as defined in the Eleventh
Supplemental Indenture to the Original Indenture), this shall constitute one of
the unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee (the "Restated Indenture"), which Restated Indenture amends and
supersedes the Original Indenture in its entirety from and after the Release
Date. The Original Indenture, including all indentures supplemental thereto and
effective prior to the Release Date, contains a statement of the description of
the properties thereby mortgaged, pledged and assigned, the nature and extent of
the security and the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the Bonds
and of the terms upon which the Bonds are, and are to be, authenticated and
delivered, in each case prior to the Release Date. The Restated Indenture,
including all indentures supplemental thereto, contains a statement of the
respective rights, limitations of rights, duties and immunities thereunder
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of the Company, the Trustee and the Holders of the Obligations and of the terms
upon which the Obligations are, and are to be, authenticated and delivered from
and after the Release Date. From and after the Release Date, the term "Bond" as
used in this instrument shall be construed to mean "Obligation" as that term is
used in the Restated Indenture and all indentures supplemental thereto. The term
"Indenture" as used herein means the Original Indenture prior to the Release
Date and the Restated Indenture from and after the Release Date. This Bond is
one of the series and maturity designated on the face hereof, limited in
aggregate principal amount to Three Hundred Million Dollars ($300,000,000).
The 2002 Series B Bonds are subject to redemption on December 1 on each
year, commencing with the year 2005 and ending with the year 2027, through
operation of the sinking fund for the the 2002 Series B Bonds at a Redemption
Price equal to 100% of the principal amount being redeemed plus accrued interest
through the Redemption Date (subject to the right of holders of record on the
relevant record date to receive interest due on an interest payment date that is
on or prior to the Redemption Date).
As a sinking fund for the 2002 Series B Bonds, the Company shall redeem
on December 1 in each year beginning with the year 2005 and ending with the year
2027 the aggregate principal amount of the 2002 Series B Bonds specified in the
following table:
Aggregate Principal
Year Amount of 2002 Series B
---- Bonds
-----
December 1, 2005 12,500,000
December 1, 2006 12,500,000
December 1, 2007 12,500,000
December 1, 2008 12,500,000
December 1, 2009 12,500,000
December 1, 2010 12,500,000
December 1, 2011 12,500,000
December 1, 2012 12,500,000
December 1, 2013 12,500,000
December 1, 2014 12,500,000
December 1, 2015 12,500,000
December 1, 2016 12,500,000
December 1, 2017 12,500,000
December 1, 2018 12,500,000
December 1, 2019 12,500,000
December 1, 2020 12,500,000
December 1, 2021 12,500,000
December 1, 2022 12,500,000
December 1, 2023 12,500,000
December 1, 2024 12,500,000
December 1, 2025 12,500,000
December 1, 2026 12,500,000
December 1, 2027 12,500,000
The principal amount of the 2002 Series B Bonds acquired and
surrendered for cancellation or redeemed by the Company (otherwise than through
operation of the sinking fund) shall be credited against sinking fund payments
for the 2002 Series B Bonds (including, for purposes of this
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paragraph, as a sinking fund payment, $12,500,000 principal amount of 2002
Series B Bonds not to be redeemed through operation of the sinking fund but to
be repaid at maturity on December 1, 2028) in proportion to the respective
amounts of such required sinking fund payments.
The particular 2002 Series B Bonds to be redeemed through sinking fund
payments, shall be selected by the Trustee from the Outstanding 2002 Series B
Bonds which have not been previously been called for redemption by prorating, as
nearly as may be, the principal amount of the 2002 Series B Bonds to be redeemed
among the Holders thereof in proportion to the aggregate principal amount
thereof registered in their respective names; EXCEPT that, if there shall have
been previously filed with the Trustee an Act of all of the Holders thereof
satisfactory to the Trustee specifying the method of selecting the 2002 Series B
Bonds to be redeemed, such selection shall be made by the Trustee in accordance
with the terms of such Act.
In addition, this Bond is subject to redemption, as a whole or in part,
at the election of the Company at a Redemption Price equal to the greater of (i)
100% of the principal amount of the portion of the Bond being redeemed plus all
accrued, but not yet due and payable, interest to the Redemption Date; and (ii)
the sum of the present values of all principal and interest payments scheduled
to become due after the date of such redemption in respect of the portion of the
Bond being redeemed, discounted on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) and calculated using a discount rate equal
to the sum of (1) the yield to maturity on the U.S. Treasury security having an
average life equal to the remaining average life of the Bond to be redeemed and
trading in the secondary market at the price closest to par, and (2) twenty (20)
basis points; provided, however, that if there is no U.S. Treasury security
having an average life equal to the remaining average life of the Bond to be
redeemed, such discount rate shall be calculated using a yield to maturity
interpolated or extrapolated on a straight-line basis (rounding to the nearest
calendar month, if necessary) from the yields to maturity of two U.S. Treasury
securities having average lives most closely corresponding to the remaining life
of the Bond to be redeemed and trading in the secondary market at the prices
closest to par. The foregoing calculations shall be made in accordance with the
Fourteenth Supplemental Indenture to the Indenture. In addition, any interest
due and payable but unpaid on the portion of this 2002 Series B Bond being
redeemed shall be paid on the Redemption Date therefor.
The calculations set forth in the immediately preceding paragraph shall
be determined on the third business day prior to the scheduled Redemption Date
by an investment banking institution of national standing in the United States
selected by the Company or, if the Trustee does not receive notice of such
selection at least ten days prior to a scheduled Redemption Date or if an Event
of Default under the Indenture shall have occurred and be continuing, selected
by the Trustee.
In the event of a redemption of all or a portion of this Bond, the
Company shall cause notice of such redemption to be given to each Holder of such
Bonds to be redeemed at his or her address as the same shall last appear upon
the Bond Register, by first class mail at least 30 and no more than 60 days
prior to the Redemption Date; provided that so long as the Bonds to be redeemed
are held in a Book-Entry System, notice of redemption shall be given to the
registered Holders thereof at the time and in the manner required in the DTC
Letter of Representations executed among the Company, the Trustee and DTC in
connection with the issuance and sale of such Bonds, and the Trustee shall not
be required to give any other notice of redemption otherwise required in the
Indenture.
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In the event of a redemption of this Bond in part only, a new Bond or
Bonds of this series and maturity for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
Except as otherwise provided above, this Bond is not redeemable at any
time prior to its Stated Maturity.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of this Bond under the Indenture at any
time by the Company with the consent of the Holders of a majority in aggregate
principal amount of Bonds of all series at the time Outstanding affected by such
modification. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of Bonds at the time Outstanding, on behalf of the
Holders of all Bonds to waive compliance by the Company with certain provisions
of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Bond shall be
conclusive and binding upon such Holder and upon all future Holders of this Bond
and of any Bond issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Bond.
No reference herein to the Indenture and no provision of this Bond or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and Redemption Price of and
interest on this Bond at the times, places and rates, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond is registrable in the Bond Register, upon
surrender of this Bond for registration of transfer at the office or agency
maintained by the Bond Registrar in the Place of Payment therefor, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Bond Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Bonds of this
series and maturity, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Bonds of this series and maturity are issuable only in registered
form without coupons in denominations of $1,000 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Bonds of this series and maturity are exchangeable for a like
aggregate principal amount of Bonds of this series of a different authorized
denomination as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Bond for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Bond is registered as the owner hereof for all
purposes, whether or not this Bond be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
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The Bonds of this series initially shall be held in a Book-Entry
System. While the Bonds or this series are held in the Book-Entry System,
payment of the principal and Redemption Price of and interest on such Bonds
shall be made by wire transfer of Federal Reserve funds or equivalent same-day
funds, or in such other manner as permitted by the DTC Letter of Representations
executed by the Company in connection with such series (as the same may be
amended from time to time), to the account of Cede & Co. In the event the Bonds
of this series are no longer held in the Book-Entry System, (i) interest on such
Bonds shall be payable on each Interest Payment Date by check payable to the
Holder (except that if so instructed in writing by a Holder of $1,000,000 or
more of such Bonds on or prior to the applicable Regular Record Date, such
payments shall be made by wire transfer of Federal Reserve funds on the Interest
Payment Date), mailed to the Holder at his or her address as it appears on the
Bond Register on the last day of the calendar month prior to the Interest
Payment Date, or in such other manner as such Holder and the Trustee may
determine, and (ii) principal shall be payable only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds. Except as may be
provided in the DTC Letter of Representations with respect to Bonds of this
series then held in the Book-Entry System, payment of principal (other than
through operation of the sinking fund) shall be made only upon presentation and
surrender of each such Bond, as the same becomes due, at the office from which
the Trustee performs the payment function for such Bonds.
All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in and secured by the Indenture of
Mortgage and Deed of Trust dated as of May 1, 1992 by and between Old Dominion
Electric Cooperative and Crestar Bank, as trustee, as the same may be
supplemented, modified or amended and effective from time to time prior to the
Release Date (the "Original Indenture"), under which the undersigned now acts as
Trustee. From and after the Release Date, this shall constitute one of the
unsecured Obligations referred to in and entitled to the benefits of that
Amended and Restated Indenture, dated as of September 1, 2001, between Old
Dominion Electric Cooperative and SunTrust Bank, successor by merger to Crestar
Bank, as trustee, which Restated Indenture amends and supersedes the Original
Indenture in its entirety from and after the Release Date.
SUNTRUST BANK, as Trustee
By: SPECIMEN
----------------------
Authorized Signatory
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