EXHIBIT 4.2
VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
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Second Supplemental Indenture
Dated as of June 1, 1999
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$150,000,000
1999 Series A 6.70% Senior Notes
due June 30, 2009
TABLE OF CONTENTS/1/
ARTICLE 1
1999 SERIES A 6.70% SENIOR NOTES
Page
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SECTION 101. Establishment.......................................... 1
SECTION 102. Definitions ...................... 2
SECTION 103. Payment of Principal and Interest...................... 3
SECTION 104. Denominations.......................................... 4
SECTION 105. Global Securities...................................... 4
SECTION 106. Redemption............................................. 5
SECTION 107. Additional Interest.................................... 5
SECTION 108. Listing of Series A Notes.............................. 6
SECTION 109. Paying Agent........................................... 6
ARTICLE 2
SPECIAL INSURANCE PROVISIONS
SECTION 201. Insurer as Third Party Beneficiary..................... 6
SECTION 202. Notices and Information................................ 6
SECTION 203. Concerning the Special Insurance Provisions............ 7
SECTION 204. Amendments............................................. 7
SECTION 205. Defeasance............................................. 7
SECTION 206. Insurer's Rights to Notice; Subrogation................ 7
SECTION 207. Insurer's Rights Concerning the Trustee................ 9
SECTION 208. Insurer's Right to Accelerate, etc..................... 9
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 301. Recitals by Corporation................................ 9
SECTION 302. Ratification and Incorporation of Original Indenture... 9
SECTION 303. Executed in Counterparts............................... 10
SECTION 304. Assignment............................................. 10
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/1/This Table of Contents does not constitute part of the Indenture or have
any bearing upon the interpretation of any of its terms and provisions.
THIS SECOND SUPPLEMENTAL INDENTURE is made as of the first day of June,
1999, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia
corporation, having its principal office at 701 East Cary Street, Richmond,
Virginia 23219-3932 (the "Company"), and THE CHASE MANHATTAN BANK, a New York
banking corporation, as Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into a Senior Indenture, dated
as of June 1, 1998, (the "Original Indenture") with The Chase Manhattan Bank;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by a First Supplemental Indenture
dated as of June 1, 1998 and this Second Supplemental Indenture, is herein
called the "Indenture";
WHEREAS, under the Original Indenture, a new series of Securities may at
any time be established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes to create under the Indenture a series of
Securities;
WHEREAS, additional Securities of other series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Second Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed.
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
1999 SERIES A 6.70% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series of
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Securities to be issued under the Indenture, to be designated as the Company's
1999 Series A 6.70% Senior Notes, due June 30, 2009 (the "Series A Notes").
There are to be authenticated and delivered $150,000,000 principal amount
of Series A Notes, and no further Series A Notes shall be authenticated and
delivered except as provided by
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Sections 304, 305, 306, 906 or 1106 of the Original Indenture. The Series A
Notes shall be issued in definitive fully registered form without coupons.
The Series A Notes shall be in substantially the form set out in Exhibit A
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hereto. The entire principal amount of the Series A Notes shall initially be
evidenced by one certificate issued to Cede & Co.
The form of the Trustee's Certificate of Authentication for the Series A
Notes shall be in substantially the form set forth in Exhibit B hereto.
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Each Series A Note shall be dated the date of authentication thereof and
shall bear interest from the date of original issuance thereof or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for.
SECTION 102. Definitions. The following defined terms used herein shall,
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unless the context otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is provided herein shall
have the meanings set forth in the Original Indenture.
"Business Day" means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office is closed for business.
"Insurance Trustee" means United States Trust Company of New York, or any
successor thereto, as the Insurance Trustee under the Policy.
"Insurer" means Ambac Assurance Corporation, a Wisconsin-domiciled stock
insurance corporation.
"Interest Payment Dates" means March 31, June 30, September 30 and December
31 of each year.
"Original Issue Date" means June 10, 1999.
"Outstanding", when used with respect to the Series A Notes, means, as of
the date of determination, all Series A Notes, theretofore authenticated and
delivered under the Indenture, except:
(i) Series A Notes theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;
(ii) Series A Notes for whose payment or redemption the necessary
amount of money or money's worth has been theretofore deposited with the Trustee
or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the
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Company shall act as its own Paying Agent) for the Holders of such Series A
Notes; provided that if such Series A Notes are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or provision therefor
satisfactory to the Trustee has been made;
(iii) Series A Notes as to which Defeasance has been effected
pursuant to Section 1302 of the Original Indenture; and
(iv) Series A Notes that have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Series A Notes have been authenticated
and delivered pursuant to the Indenture, other than any such Series A Notes in
respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Series A Notes are held by a bona fide purchaser in
whose hands such Series A Notes are valid obligations of the Company; provided,
however, that in determining, during any period in which any Series A Notes are
owned by any Person other than the Company or any Affiliate thereof, whether the
Holders of the requisite principal amount of Outstanding Series A Notes have
given, made or taken any request, demand, authorization, direction, notice,
consent, waiver or other action hereunder as of any date, Series A Notes owned,
whether of record or beneficially, by the Company or any Affiliate thereof shall
be disregarded and deemed not to be Outstanding. In determining whether the
Trustee shall be protected in relying upon such request, demand, authorization,
direction, notice, consent, waiver or other action, only Series A Notes that the
Trustee knows to be so owned by the Company or an Affiliate of the Company in
the above circumstances shall be so disregarded. Series A Notes so owned that
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Series A Notes and that the pledgee is not the Company or
any Affiliate of the Company.
"Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to regularly scheduled payments due for principal of and
interest on the Series A Notes as provided in such policy.
"Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the 15th calendar day preceding such Interest Payment
Date.
"Stated Maturity" means June 30, 2009.
SECTION 103. Payment of Principal and Interest. The principal of the
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Series A Notes shall be due at the Stated Maturity (subject to earlier
redemption). The unpaid principal amount of the Series A Notes shall bear
interest at the rate of 6.70% per annum until paid or duly provided for, such
interest to accrue from the Original Issue Date or from the most recent Interest
Payment Date to which interest has been paid or duly provided for. Interest
shall be paid quarterly in arrears on each Interest Payment Date to the Person
in whose name the Series A Notes are registered on the Regular Record Date for
such Interest Payment Date; provided that interest payable at the Stated
Maturity of principal or on a Redemption Date as provided herein will be paid to
the Person to whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holders on such
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Regular Record Date and may either be paid to the Person or Persons in whose
name the Series A Notes are registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the
Trustee (Special Record Date), notice whereof shall be given to Holders of the
Series A Notes not less than ten (10) days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange, if any, on which the Series A Notes may
be listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Original Indenture.
Payments of interest on the Series A Notes will include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for the
Series A Notes shall be computed and paid on the basis of a 360-day year of
twelve 30-day months. In the event that any date on which interest is payable on
the Series A Notes is not a Business Day, then payment of the interest payable
on such date will be made on the next succeeding day that is a Business Day (and
without any interest or payment in respect of any such delay), except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date the payment was originally payable.
Payment of the principal and interest on the Series A Notes shall be made
at the office of the Paying Agent in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts, with any such payment that is due at the Stated Maturity or at
earlier redemption of any Series A Notes being made upon surrender of such
Series A Notes to the Paying Agent. Payments of interest (including interest on
any Interest Payment Date) will be made, subject to such surrender where
applicable, at the option of the Company, (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto. In the event that any date on which principal and interest is payable
on the Series A Notes is not a Business Day, then payment of the principal and
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable.
SECTION 104. Denominations. The Series A Notes may be issued in
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denominations of $25, or any integral multiple thereof.
SECTION 105. Global Securities. The Series A Notes will be issued
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initially in the form of one or more Global Securities registered in the name of
the Depositary (which shall be The Depository Trust Company) or its nominee.
Except under the limited circumstances described below, Series A Notes
represented by such Global Security or Global Securities will not be
exchangeable for, and will not otherwise be issuable as, Series A Notes in
definitive form. The Global Securities described above may not be transferred
except by the Depositary to a
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nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary or to a successor Depositary or its nominee.
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series A Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee or except as described below. The rights of Holders of such Global
Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Series A Notes registered in
the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security and no successor Depositary shall have been
appointed by the Company within 90 days of receipt by the Company of such
notification, or if at any time the Depositary ceases to be a clearing agency
registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as such Depositary and no successor Depositary shall
have been appointed by the Company within 90 days after it becomes aware of such
cessation, or (ii) the Company in its sole discretion determines that such
Global Security shall be so exchangeable. Any Global Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for Series
A Notes registered in such names as the Depositary shall direct.
SECTION 106. Redemption. The Series A Notes shall be subject to
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redemption at the option of the Company, in whole or in part, without premium or
penalty, at any time or from time to time on or after June 30, 2002, at a
Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date. The election of the Company
to redeem, in whole or in part, the Series A Notes shall be evidenced by an
Officers' Certificate.
In the event of redemption of the Series A Notes in part only, a new Series
A Note or Notes for the unredeemed portion shall be issued in the name or names
of the Holders thereof upon the surrender thereof.
The Series A Notes shall not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Series A Notes shall, with respect
to the principal thereof, be divisible by $25.
SECTION 107. Additional Interest. Any principal of and installment of
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interest on the Series A Notes that is overdue shall bear interest at the rate
of 6.70% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.
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SECTION 108. Listing of Series A Notes. The Company shall use its best
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efforts to list the Series A Notes on the New York Stock Exchange or any other
exchange on which the Company's securities are listed. The Company shall notify
the Trustee if and when the Series A Notes become admitted to trading on the New
York Stock Exchange or any other national securities exchange.
SECTION 109. Paying Agent. The Trustee shall initially serve as Paying
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Agent with respect to the Series A Notes, with the Place of Payment initially
being the Corporate Trust Office of the Trustee.
ARTICLE 2
SPECIAL INSURANCE PROVISIONS
SECTION 201. Insurer as Third Party Beneficiary. To the extent that the
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Indenture confers upon or gives or grants to the Insurer any right, remedy or
claim, the Insurer is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right, remedy or claim conferred,
given or granted hereunder.
SECTION 202. Notices and Information.
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(a) The Company shall furnish to the Insurer:
(i) any notice that is required to be given to a Holder of the
Series A Notes or to the Trustee pursuant to the Indenture; and
(ii) as soon as practicable after the filing thereof, a copy of any
financial statement of the Company and a copy of any audit and annual
report of the Company; a copy of any notice to be given to the registered
owners of the Series A Notes including, without limitation, notice of any
redemption of or defeasance of the Series A Notes; and such additional
information it may reasonably request.
(b) The Company will permit the Insurer to have access to and make copies
of all books and records relating to the Series A Notes at any reasonable time.
(c) Notwithstanding any other provision of the Indenture, the Company
shall immediately notify the Insurer if at any time after such amounts are due
to be paid to the Trustee or Paying Agent there are insufficient moneys to make
any payments of principal and/or interest as required and the Trustee and the
Company shall notify the Insurer promptly upon the occurrence of any Event of
Default hereunder.
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All notices and information required to be given to the Insurer shall be in
writing and shall be sent by overnight delivery to Ambac Assurance Corporation,
One State Street Plaza, New York, NY 10004, Attention: Utilities Department.
SECTION 203 Concerning the Special Insurance Provisions. The provisions
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of this Article 2 shall apply notwithstanding anything in the Indenture to the
contrary (except as provided in Section 208), but only so long as the Policy
shall be in full force and effect and the Insurer is not in default thereunder.
SECTION 204. Amendments. Any provision of the Indenture expressly
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recognizing or granting rights in or to the Insurer may not be amended in any
manner which affects the rights of the Insurer hereunder without the prior
written consent of the Insurer.
SECTION 205. Defeasance. Notwithstanding anything herein to the
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contrary, in the event that the principal and/or interest due on the Series A
Notes shall be paid by the Insurer pursuant to the Policy, the Series A Notes
shall remain Outstanding for all purposes, not be defeased or otherwise
satisfied and not be considered paid by the Company, and the assignment and
pledge of moneys held in trust by the Trustee (other than moneys subject to the
Trustee's lien provided by Section 607 of the Original Indenture) and all
covenants, agreements and other obligations of the Company to the registered
owners shall continue to exist and shall run to the benefit of the Insurer, and
the Insurer shall be subrogated to the rights of such registered owners.
SECTION 206. Insurer's Rights to Notice; Subrogation. As long as the
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Policy shall be in full force and effect, the Company, the Trustee and any
Paying Agent agree to comply with the following provisions:
(a) (i) If the Trustee or Paying Agent determines that there will be
insufficient funds to pay the principal of or interest on the Series A Notes on
an Interest Payment Date, the Trustee or Paying Agent shall so notify the
Insurer within one Business Day after such determination. Such notice shall
specify the amount of the anticipated deficiency, the Series A Notes to which
such deficiency is applicable and whether such Series A Notes will be deficient
as to principal or interest, or both. The Insurer will make payments of
principal or interest due on the Series A Notes on or before the first Business
Day next following the date on which the Insurer shall have received notice of
non-payment from the Trustee or Paying Agent.
(ii) If the Trustee or Paying Agent receives notice that any payment
of principal of or interest on Series A Notes which has become Due for Payment
(as defined in the Policy) and which is made to a Holder of Series A Notes by or
on behalf of the Company has been deemed a preferential transfer and theretofore
recovered from its registered owner pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with the final, nonappealable
order of a court having competent jurisdiction, the Trustee or Paying Agent, as
the case may be, shall notify the Insurer of such event within one Business Day
after receiving notice thereof.
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(b) The Trustee or Paying Agent shall, after giving notice to the Insurer
as provided in (a) above, make available to the Insurer and, at the Insurer's
direction, to the Insurance Trustee, the registration books of the Company
maintained by the Trustee or Paying Agent and all records relating to the Series
A Notes maintained under the Indenture.
(c) After giving the foregoing notice, the Trustee or Paying Agent shall
provide the Insurer and the Insurance Trustee with a list of registered owners
of Series A Notes entitled to receive principal or interest payments from the
Insurer under the terms of the Policy, and shall make arrangements with the
Insurance Trustee (i) to mail checks or pay by wire transfer to the registered
owners of Series A Notes entitled to receive full or partial interest payments
from the Insurer and (ii) to pay principal upon Series A Notes surrendered to
the Insurance Trustee by the registered owners of Series A Notes entitled to
receive full or partial principal payments from the Insurer.
(d) The Trustee or Paying Agent shall, at the time it provides notice to
the Insurer pursuant to (a)(i) above, notify registered owners of Series A Notes
entitled to receive the payment of principal or interest thereon from the
Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit
to them all or a part of the interest payments next coming due upon proof of any
Holder's entitlement to interest payments and delivery to the Insurance Trustee,
in form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be entitled to
receive full payment of principal from the Insurer, they must surrender their
Series A Notes (along with an appropriate instrument of assignment in form
satisfactory to the Insurance Trustee to permit ownership of Series A Notes to
be registered in the name of the Insurer) for payment to the Insurance Trustee,
and not the Trustee or Paying Agent and (iv) that should they be entitled to
receive partial payment of principal from the Insurer, they must surrender their
Series A Notes for payment thereon first to the Trustee or Paying Agent, which
shall note on such Series A Notes the portion of the principal paid by the
Company through the Trustee or Paying Agent and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the
Insurance Trustee, which will then pay the unpaid portion of principal.
(e) In the event that the Trustee or Paying Agent has notice that any
payment of principal of or interest on Series A Notes which has become Due for
Payment (as defined in the Policy) and which is made to a Holder of Series A
Notes by or on behalf of the Company has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States
Bankruptcy Code by a trustee in bankruptcy in accordance with the final,
nonappealable order of a court having competent jurisdiction, the Trustee or
Paying Agent shall, at the time the Insurer is notified pursuant to (a)(ii)
above, notify all registered owners that in the event that any registered
owner's payment is so recovered, such registered owner will be entitled to
payments from the Insurer to the extent of such recovery if sufficient funds are
not otherwise available, and the Trustee or Paying Agent shall furnish to the
Insurer its records evidencing the payments of principal of and interest on the
Series A Notes which have been made by the Trustee or Paying Agent and
subsequently recovered from registered owners and the dates on which such
payments were made.
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(f) In addition to those rights granted the Insurer under the Indenture,
the Insurer shall, to the extent it makes payment of principal of or interest on
the Series A Notes, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Policy, and to evidence such
subrogation (i) in the case of subrogation as to claims for past due interest,
the Trustee or Paying Agent shall note the Insurer's rights as subrogee on the
registration books of the Company maintained by the Trustee or Paying Agent upon
receipt from the Insurer of proof of the payment of interest thereon to the
registered owners of the Series A Notes, and (ii) in the case of subrogation as
to claims for past due principal, the Trustee or Paying Agent shall note the
Insurer's rights as subrogee on the registration books of the Company maintained
by the Trustee or Paying Agent upon surrender of the Series A Notes by the
registered owners thereof together with proof from the Insurer of the payment of
principal thereof.
SECTION 207. Insurer's Rights Concerning the Trustee.
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(a) The Insurer shall receive prompt written notice from the Company of
any Trustee or Paying Agent resignation.
(b) Notwithstanding any other provision of the Indenture, in determining
whether the rights of the Holders of Series A Notes will be adversely affected
in any material respect by any action taken pursuant to the terms and provisions
of the Indenture, the Trustee or Paying Agent shall consider the effect on the
Holders of Series A Notes as if there were no Policy.
SECTION 208. Insurer's Right to Accelerate, etc. Subject to Section 107
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of the Original Indenture and to the Trust Indenture Act, including without
limitation, Section 316(a)(1) thereof, upon the occurrence and continuance of an
Event of Default, so long as the Policy shall be in full force and effect and
the Insurer is not in default under the terms of the Policy, the Insurer shall
be entitled to control and direct the enforcement of all rights and remedies
granted to the Holders of Series A Notes.
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 301. Recitals by Company. The recitals in this Second
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Supplemental Indenture are made by the Company only and not by the Trustee, and
all of the provisions contained in the Original Indenture in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect of the Series A Notes and of this Second Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 302. Ratification and Incorporation of Original Indenture. As
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supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the
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Original Indenture and this Second Supplemental Indenture shall be read, taken
and construed as one and the same instrument.
SECTION 303. Executed in Counterparts. This Supplemental Indenture may
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be executed in several counterparts, each of which shall be deemed to be an
original, and such counterparts shall together constitute but one and the same
instrument.
SECTION 304. Assignment. The Company shall have the right at all times
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to assign any of its rights or obligations under this Indenture with respect to
the Series A Notes to a direct or indirect wholly-owned subsidiary of the
Company; provided that, in the event of any such assignment, the Company shall
remain primarily liable for the performance of all such obligations. The
Indenture may also be assigned by the Company in connection with a transaction
described in Article Eight of the Original Indenture.
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IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY
By:_______________________________________
Name:____________________________________
Title:_____________________________________
(SEAL)
Attest:
_______________________________
[Assistant] Corporate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By:_______________________________________
Name:____________________________________
Title:_____________________________________
(SEAL)
Attest:
_______________________________
Trust Officer
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State of ____________
City/County of _________________ss.:
On the ____ day of June, 1999, before me personally came
_______________________ to me known, who, being by me duly sworn, did depose and
say that (s)he is ________________________ of Virginia Electric and Power
Company, one of the corporations described in and which executed the foregoing
instrument; that (s)he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that (s)he signed his/her
name thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____day of June, 1999.
(Notarial Seal) ________________
Notary Public
My commission expires:_______________.
State of New York
City/County of New York ss.:
On the ____ day of June, 1999, before me personally came
___________________ to me known, who, being by me duly sworn, did depose and say
that (s)he is _________________________ of The Chase Manhattan Bank, one of the
corporations described in and which executed the foregoing instrument; that
(s)he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that (s)he signed his/her name
thereto by like authority.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____day of June, 1999.
(Notarial Seal) ________________
Notary Public
My commission expires:_______________.
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EXHIBIT A
FORM OF
1999 SERIES A 6.70% SENIOR NOTE,
DUE JUNE 30, 2009
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]**
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]**
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VIRGINIA ELECTRIC AND POWER COMPANY
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$_____________
1999 SERIES A 6.70% SENIOR NOTE,
DUE JUNE 30, 2009
No. ___ CUSIP No. ____
Virginia Electric and Power Company, a corporation duly organized and
existing under the laws of Virginia (herein called the "Company", which term
includes any successor Person under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
_______________
** Insert in Global Securities.
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[Cede & Co.]**, or registered assigns (the "Holder"), the principal sum of
__________________ Dollars ($______________) on June 30, 2009, and to pay
interest thereon from June, 1999 or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, quarterly on March 31,
June 30, September 30 and December 31 in each year, commencing June 30, 1999, at
the rate of 6.70% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
installment of interest, that is overdue shall bear interest at the rate of
6.70% per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or
made available for payment, and such interest shall be payable on demand. 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 Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
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
Security (or one or more Predecessor Securities) 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 Securities
of this series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities 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 of (and premium, if any) and any such
interest on this Security will be made at the office or agency of the Company in
the Borough of Manhattan, City and State of New York, 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 at the option of
the Company payment of interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register or (ii) by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to the date for payment by the Person entitled
thereto.
Financial Guaranty Insurance Policy No. _______________ (the "Policy")
with respect to payments due for principal of and interest on this Security has
been issued by Ambac Assurance Corporation (the "Insurer"). The Policy has been
delivered to United States Trust Company of 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
the Insurer 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 Security acknowledges and consents to the subrogation rights of the Insurer
as more fully set forth in the Policy.
14
Reference is hereby made to the further provisions of this Security
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 Security
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 instrument to be duly
executed under its corporate seal.
Virginia Electric and Power Company
By_______________________________________
Attest:
______________________________
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Senior Indenture, dated as of June 1, 1998, as supplemented by
the First Supplemental Indenture dated as of June 1, 1998 and the Second
Supplemental Indenture dated as of June 1, 1999 (as amended or supplemented from
time to time, herein called the "Indenture", which term shall have the meaning
assigned to it in such instrument), between the Company and The Chase Manhattan
Bank, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof limited in aggregate principal amount to $150,000,000.
The Securities of this series are subject to redemption upon not less
than 30 days notice by mail, at any time on or after June 30, 2002, as a whole
or in part, at the election of the Company, at a Redemption Price equal to 100%
of the principal amount, together in the case of any such redemption with
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.
15
In the event of redemption of this Security in part only, a new
Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
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 the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or
provided for herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, 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 Security is registrable in the Security
Register, upon surrender of this Security
16
for registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25.00 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series having the same Stated Maturity and of like
tenor of any authorized denominations as requested by the Holder upon surrender
of the Security or Securities to be exchanged at the office or agency of the
Company.
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 Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
17
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with rights of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ________________________Custodian for
(Cust)
____________________________
(Minor)
Under Uniform Gifts to Minors Act of
_____________________________
(State)
Additional abbreviations may also be used though not on the above list.
_______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s)unto
____________________ (please insert Social Security or other identifying number
of assignee).
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
18
agent to transfer said Security on the books of the Company, with full power of
-------
substitution in the premises.
Dated: __________________ __, ____
-----------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
19
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________
Authorized Officer