Exhibit 4.13
FORM OF 2001 SERIES A BONDS
FINANCIAL GUARANTY INSURANCE POLICY NO. 18693BE (THE "POLICY") WITH RESPECT TO
PAYMENTS DUE FOR PRINCIPAL OF AND INTEREST ON THIS 2001 SERIES A BOND HAS BEEN
ISSUED BY AMBAC ASSURANCE CORPORATION ("AMBAC ASSURANCE"). THE POLICY HAS BEEN
DELIVERED TO THE BANK OF NEW YORK, NEW YORK, NEW YORK, AS THE INSURANCE TRUSTEE
UNDER SAID POLICY AND WILL BE HELD BY SUCH INSURANCE TRUSTEE OR ANY SUCCESSOR
INSURANCE TRUSTEE. THE POLICY IS ON FILE AND AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICE OF THE INSURANCE TRUSTEE AND A COPY THEREOF MAY BE SECURED FROM
AMBAC ASSURANCE OR THE INSURANCE TRUSTEE. ALL PAYMENTS REQUIRED TO BE MADE UNDER
THE POLICY SHALL BE MADE IN ACCORDANCE WITH THE PROVISIONS THEREOF. THE OWNER OF
THIS 2001 SERIES A BOND ACKNOWLEDGES AND CONSENTS TO THE SUBROGATION RIGHTS OF
AMBAC ASSURANCE AS MORE FULLY SET FORTH IN THE POLICY.
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
2001 Series A Bonds Due June 1, 2011
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 amended, for value received, hereby promises to pay to ____________,
or registered assigns, the principal sum of _____________ Dollars on June 1,
2011, 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 December 1,
2001 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 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
[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 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 form of which is attached as Exhibit B to such Eleventh Supplemental
Indenture (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 of
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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 designated on the face hereof, limited in aggregate principal
amount to Two Hundred Twenty Million Dollars ($220,000,000).
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 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 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, 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 and trading in the secondary
market at the price closest to par. The foregoing calculations shall be made in
accordance with the Eleventh Supplemental Indenture to the Indenture. Without
duplication, any interest due and payable but unpaid on the portion of this 2001
Series A 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 an optional 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.
In the event of an optional redemption of this Bond in part only, a new
Bond or Bonds of this series 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.
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Notwithstanding the foregoing, if not in default in respect of any of
its obligations with respect to Credit Enhancement for the Bonds, Ambac
Assurance Corporation, as the Credit Enhancer for the 2001 Series A Bonds, and
not the actual Holders of this Bond, shall be deemed to be the Holder of this
Bond at all times for the purpose of (i) giving any approval or consent to the
effectiveness of any Supplemental Indenture or any amendment, change or
modification of the Indenture which requires the written approval or consent of
Holders; PROVIDED, HOWEVER, that the provisions of this clause (i) shall not
apply to any change which could not be made pursuant to Section 13.02 of the
Original Indenture (prior to the Release Date) or Section 10.02 of the Restated
Indenture (on and after the Release Date) without the consent of each Holder
affected thereby, or shall change or modify any of the rights or obligations of
the Trustee or any Paying Agent without its written assent thereto, and (ii)
giving any approval or consent, effecting any waiver or authorization,
exercising any remedies or taking any other action in accordance with the
provisions of Article Nine of the Original Indenture (prior to the Release Date)
or Article VI of the Restated Indenture (on and after the Release Date).
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, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Bonds of this series 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 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.
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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.
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.
Unless the context suggests otherwise, all capitalized terms used
herein and not otherwise defined shall have the same meaning 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 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 form of which is
attached as Exhibit B to such Eleventh Supplemental Indenture (the "Restated
Indenture"), 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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