Exhibit 4(ii)
Form of Bond
FACE OF BOND
REGISTERED REGISTERED
No. ______ $___________
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1997, SERIES A, 6 3/4%,
DUE FEBRUARY 1, 2007
VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation (herein called the
Company, which term includes any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby promises to pay
to
CUSIP 927804 DH4
SEE REVERSE FOR
CERTAIN DEFINITIONS
BONDS OF 1997, BONDS OF 1997,
SERIES A SERIES A
, or registered assigns, the sum of DOLLARS
or such portion thereof, if any, as shall not therefore have been paid, on
February 1, 2007, and to pay interest on such sum or portion thereof from
the most recent date to which interest has been paid or duly provided for or, if
this Bond shall have been issued on original issuance, from the date hereof or,
if this Bond shall have been delivered upon transfer of or in exchange for or in
lieu of any Predecessor Bond, as defined in the Indenture, from the date from
which unpaid interest shall have accrued on such Predecessor Bond, such interest
to be payable semi-annually on February 1 and August 1 in each year at the rate
shown in the title hereof, until the principal hereof is paid or made available
for payment. The interest installment so payable, and punctually paid or duly
provided for, on any interest payment date will, as provided in the Indenture,
be paid to the person in whose name this Bond (or one or more Predecessor Bonds,
as defined in the Indenture) is registered at the close of business on the
Regular Record Date for such interest installment, which term shall mean the
fifteenth day (whether or not a business day) of the calendar month next
preceding such interest payment date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date, and may 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 the bondholders not
less than 15 days prior to such Special Record Date. Payment of the principal
of, premium, if any, and interest on this Bond will be made in lawful money of
the United States at the office or agency of The Chase Manhattan Bank or its
successor in trust (herein called the Trustee), in New York, N.Y.
The other provisions of this Bond appear on the reverse hereof.
This Bond shall not be of any force or effect until the Authentication
Certificate hereon shall have been signed by the Trustee.
IN WITNESS WHEREOF the Company has caused this Bond to be duly executed
under its corporate seal.
Dated
AUTHENTICATION CERTIFICATE VIRGINIA ELECTRIC AND POWER COMPANY
By /s/ J.T. RHODES
This Bond is one of the Bonds
of the series designated and
referred to in the within President
mentioned Indenture.
And By /s/ J. KENNERLY DAVIS, JR.
THE CHASE MANHATTAN BANK,Trustee
Corporate Secretary
By
Authorized Officer
[SEAL]
REVERSE OF BOND
VIRGINIA ELECTRIC AND POWER COMPANY
FIRST AND REFUNDING MORTGAGE BONDS OF 1997, SERIES A, 6 3/4%,
DUE FEBRUARY 1, 2007
(CONTINUED)
This Bond is one of an issue of Bonds known as First and Refunding Mortgage
Bonds, issuable in series without limit in aggregate principal amount and all
equally secured by an Indenture dated November 1, 1935, from the Company to The
Chase National Bank of the City of New York, as Trustee (The Chase Manhattan
Bank, successor Trustee, hereinafter called the Trustee, which term includes any
successor Trustee under the Indenture), as supplemented and modified (such
Indenture, as so supplemented and modified, being herein called the Indenture),
to which reference is hereby made for a description of the mortgaged property,
the rights of the bondholders in regard thereto, the terms and conditions upon
which the Bonds are secured and the terms and conditions upon which the Bonds
may be issued. Terms used but not defined herein are used as defined in the
Indenture.
On or after February 1, 2002, the Bonds of this Series are subject to
redemption at the option of the Company, as a whole or in part, at any time or
from time to time prior to maturity at the percentages of the principal amount
thereof specified in the following table under the heading "Regular Redemption
Price", except that if redeemed (a) by the application of Funds in Escrow as
defined in the Indenture, or (b) as a whole within 12 months after acquisition
of not less than a majority of the outstanding Common Stock of the Company by
any municipality or governmental body, agency, instrumentality or authority, or
any non-profit cooperative body, or any nominee thereof, they are subject to
redemption at the percentages of the principal amount thereof specified in the
following table under the heading "Special Redemption Price":
The redemption prices
are as follows:
During the -----------------------
12 Months Regular Special
Beginning Redemption Redemption
February 1 Price Price
- ---------- ---------- ----------
2002 102.74% 100.00%
2003 102.06 100.00
2004 101.37 100.00
2005 100.69 100.00
2006 100.00 100.00
together with any unmatured interest accrued to the date of redemption, payable
on surrender for redemption (the interest installment payable on the date of
redemption, if such date is an interest payment date, to be paid to the holder
of record at the close of business on the Regular Record Date for such interest
installment).
If this Bond is called for redemption and payment duly provided, it shall
cease to bear interest from and after the date of redemption.
In case an event of default as defined in the Indenture shall occur, the
principal of this Bond may become or be declared due and payable before maturity
in the manner and with the effect provided in the Indenture.
Upon deposit by the Company with the Trustee of funds sufficient to pay the
principal of any Bonds of this Series together with all interest due to the date
of maturity, the date fixed for redemption or the date when otherwise
becoming due, such Bonds shall forthwith upon such deposit cease to be entitled
to the lien of the Indenture and after such maturity date, redemption date or
due date, all liability of the Company with respect thereto shall terminate.
The Indenture authorizes the Company and the Trustee, with the consent of
the holders of not less than 75% in principal amount of the Bonds (exclusive of
Bonds disqualified by reason of the Company's interest therein) at the time
outstanding, including not less than 60% in principal amount of each Series
adversely affected, to execute supplemental indentures changing the Indenture in
any way except that no such supplemental indenture shall extend the fixed
maturity of this Bond or the time of payment of interest hereon or reduce the
amount of the principal hereof or the rate of interest hereon without the
consent of the holder hereof. The Indenture authorizes the holders of 75% or
more in principal amount of the Bonds (exclusive of Bonds disqualified by reason
of the Company's interest therein), including at least 60% in principal amount
of each outstanding Series, to waive any default under the Indenture except a
default in payment of principal or interest at the fixed maturity thereof. In
addition, certain rights of certain holders of the Bonds of this Series may not
be affected by any supplemental indenture, nor may any default in respect of
certain obligations of the Company and the consequences thereof be waived,
without the consent of all holders affected thereby, and reference is made to
the supplemental indenture relating to the Bonds of this Series for a
description of such rights and obligations and of the holders of Bonds of this
Series to which such rights and obligations pertain.
No reference herein to the Indenture and no provision in this Bond or the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on
this Bond at the times, place and rate, and in the money, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, this Bond is transferable on the Bond Register of the Company upon
surrender of this Bond for transfer at the office or agency of the Trustee, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the registered
holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Bonds of authorized denominations and for the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be made for any such transfer, but the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The Company, the Trustee and any agent of the Company may treat the person
in whose name this Bond is registered as the absolute owner hereof for the
purpose of receiving payment as herein provided and for all other 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 are issuable only as registered Bonds without
coupons in denominations of $1,000 or any multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Bonds are
exchangeable for a like aggregate principal amount of Bonds of different
authorized denominations, as requested by the holder surrendering the same, upon
payment of taxes and other governmental charges.
The bondholders agree by acceptance of the Bonds to waive and release all
right of recourse to any personal liability of any promoter, subscriber,
incorporator, stockholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation, for the collection of
any claim in respect of the Bonds, all as more fully provided in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Bond, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - _____Custodian______
TEN ENT - as tenants by the (Cust) (Minor)
entireties with right under Uniform Gifts
of survivorship and to Minors Act
not as tenants in --------------------
common (State)
JT TEN - as joint tenants with
right of survivorship
and not as tenants in
common
Additional abbreviations may also be used though not in the above list.
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to
________________________________________________________________________________
Please print or typewrite name and address including postal zip code of assignee
________________________________________________________________________________
the within Bond of VIRGINIA ELECTRIC AND POWER COMPANY and irrevocably
constitutes and appoints_____________________________________________ Attorney
to transfer this Bond on the books of the within-named Company, with full power
of substitution in the premises.
Date:___________________________
____________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE
BOND IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER. THE
SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTIONS (BANKS, STOCKBROKERS, SAVINGS
AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
IN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM)
PURSUANT TO S.E.C. RULE 17 RD-15.