Exhibit 4(b)
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VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee.
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_______________ Supplemental Indenture
Dated as of __________ ___, 199_
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$________________________
___% Quarterly Income Capital Securities
(Series ___ Junior Subordinated Debentures
Due __________ ___, 20___)
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TABLE OF CONTENTS/(1)/
Page
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ARTICLE 1
Series ___ Junior Subordinated Debentures
Section 101. Establishment.............................................. 1
Section 102. Definitions................................................ 2
Section 103. Payment of Principal and Interest.......................... 2
Section 104. Deferral of Interest Payments.............................. 3
Section 105. Denominations.............................................. 4
Section 106. Global Securities.......................................... 4
Section 107. Transfer................................................... 5
Section 108. Redemption................................................. 5
ARTICLE 2
Miscellaneous Provisions
Section 201. Recitals by Company........................................ 5
Section 202. Ratification and Incorporation of Original Indenture....... 6
Section 203. Executed in Counterparts................................... 6
ARTICLE 3
Amendments to Original Indenture
Section 301. Amendments to Original Indenture........................... 6
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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.
i
____________ SUPPLEMENTAL INDENTURE dated the ______ day of _________,
199_, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public
service corporation, Xxx Xxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxx 00000 (the
Company), and THE CHASE MANHATTAN BANK, (formerly known as Chemical Bank), 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 (the Trustee).
The Company has heretofore entered into a Subordinated Note Indenture dated
August 1, 1995 (the Original Indenture) with the Trustee.
The Original Indenture is incorporated herein by this reference and the
Original Indenture as supplemented and amended by this _________ Supplemental
Indenture is herein called the "Indenture."
Under the Original Indenture, a new series of Debentures may at any time be
established by the Board of Directors of the Company 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.
The Company proposes to create under the Indenture, a new series of
Debentures.
Additional securities of other series hereafter established, except as may
be limited in the Subordinated Note 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.
All conditions necessary to authorize the execution and delivery of this
______ Supplemental Indenture and to make it a valid and binding obligation of
the Company have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH,
ARTICLE 1
Series ___ Junior Subordinated Debentures
Section 101. Establishment. There is hereby established a new series of
securities to be issued under the Indenture, to be designated as the Company's
Series ___ _____% Junior Subordinated Debentures due ____________ ___, 20__
(the Debentures).
There are to be authenticated and delivered $___________ principal amount
of Debentures, and no further Debentures shall be authenticated and delivered
except as provided by Sections 203, 303, 304, 907 or 1107 of the Original
Indenture. The Debentures shall be initially issued in the form of a fully
registered Global Security.
The Debentures shall be in substantially the form set out in Exhibit A
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hereto.
The form of the Trustee's Certificate of Authentication for the Debentures
shall be in substantially the form set forth in Exhibit B hereto.
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Each Debenture 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.
"Deferred Interest" means each installment of interest not paid during any
Extension Period, and interest thereon. Deferred installments of interest shall
bear interest at the rate of ____% per annum from the applicable Interest
Payment Date to the date of payment, compounded quarterly on each Interest
Payment Date.
"Extension Period" means any period during which the Company has elected to
defer payments of interest, which deferral may be for a period of up to twenty
consecutive quarters.
"Interest Payment Dates" means March 31, June 30, September 30 and December
31, commencing _______________ ___, 199_.
"Junior Subordinated Debentures" means Junior Subordinated Notes, as
defined in the Original Indenture.
"Original Issue Date" means _______________ __, 199_.
"Regular Record Date" means, with respect to each Interest Payment Date,
the close of business on the Business Day immediately preceding such Interest
Payment Date; provided, that if certificated Debentures are issued then the
Regular Record Date shall mean, with respect to each Interest Payment Date, the
close of business on the fifteenth calendar day preceding such Interest Payment
Date.
"Stated Maturity" means ________ ___, 20__.
Section 103. Payment of Principal and Interest. The unpaid principal
amount of the Debentures shall bear interest at the rate of ____% per annum
until paid or duly provided for. Interest shall be paid quarterly in arrears on
each Interest Payment Date to the Person in whose name the Debentures 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 (i) so punctually paid or duly provided for, or
(ii) subject to an Extension Period will forthwith cease to be payable to the
Holders on such Regular Record Date and may either be paid to the Person or
Persons in whose name the Debentures are registered at the close of business on
a Special Record Date for the payment of such defaulted interest to be fixed by
the
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the Trustee, notice whereof shall be given to Holders of the Debentures 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, if any, on which the Debentures shall 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 Debentures will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments for the
Debentures 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
Debentures is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day, 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 of and interest (including Additional Interest, if
any) due at the Stated Maturity or earlier redemption of the Debentures shall be
made upon surrender of the Debentures at the Corporate Trust Office of the
Trustee, 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. Payment 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 16 days prior to the date for payment by the
Person entitled thereto.
Section 104. Deferral of Interest Payments. So long as no Event of
Default has occurred and is continuing, the Company has the right at any time
and from time to time to extend the interest payment period of the Debentures
for up to 20 consecutive quarters (each, an Extension Period), but not beyond
the Stated Maturity. Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period, provided that such
Extension Period, together with all such previous and further extensions of that
Extension Period, shall not exceed 20 consecutive quarters. Upon the
termination of any such Extension Period and upon the payment of all accrued and
unpaid interest and any Additional Interest then due, the Company may select a
new Extension Period, subject to the above limitations and requirements.
Upon the termination of any Extension Period, which termination shall be on
an Interest Payment Date, the Company shall pay all Deferred Interest on the
next succeeding Interest Payment Date to the Person in whose name the Debentures
are registered on the Regular Record Date for such Interest Payment Date,
provided that Deferred Interest payable at Stated Maturity or on any Redemption
Date will be paid to the Person to whom principal is payable.
During any Extension Period, the Company shall not (i) declare or pay any
dividend or distribution on, or redeem, purchase, acquire or make a liquidation
payment with respect to, any
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of its capital stock or (ii) make any payment of interest, principal or premium,
if any, on or repay, repurchase or redeem any debt securities issued by the
Company that rank pari passu with or junior to the Debentures (other than (a)
dividends or distributions in common stock of the Company, (b) any declaration
of a dividend in connection with the implementation of a shareholders' rights
plan, or the issuance of stock under any such plan in the future, or the
redemption or repurchase of any such rights pursuant thereto, and (c) purchases
of common stock related to the issuance of common stock or rights under any of
the Company's benefit plans).
The Company shall give the Holder or Holders of the Debentures and the
Trustee notice, as provided in Sections 105 and 106, respectively, of the
Original Indenture, of its selection or extension of an Extension Period at
least one Business Day prior to the earlier of (i) the Regular Record Date
relating to the Interest Payment Date on which the Extension Period is to
commence or relating to the Interest Payment Date on which an Extension Period
that is being extended would otherwise terminate, or (ii) the date the Company
is required to give notice to the New York Stock Exchange or other applicable
self-regulatory organization of the record date or the date such payments are
payable.
At the time any of the foregoing notices are given to the Trustee, the
Company shall give to the Paying Agent for the Debentures such information as
said Paying Agent shall reasonably require in order to fulfill tax reporting
obligations with respect to such Debentures.
Section 105. Denominations. The Debentures may be issued in the
denominations of $25, or integral multiples thereof.
Section 106. Global Securities. The Debentures will be issued 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, Debentures represented by the Global
Securities will not be exchangeable for, and will not otherwise be issuable as,
Debentures in definitive form. The Global Securities described above may not be
transferred except by the Depositary to a 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 Debenture 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. The rights of Holders of such Global Security shall be exercised only
through the Depositary.
A Global Security shall be exchangeable for Debentures 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 such notice,
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or if at any time the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, 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, (ii) the Company in its sole discretion
determines that such Global Security shall be so exchangeable or (iii) there
shall have occurred an Event of Default with respect to the Debentures. Any
Global Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Debentures registered in such names as the Depositary shall
direct.
Section 107. Transfer. No service charge will be made for any transfer or
exchange of Debentures, but payment will be required of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith.
The Company shall not be required (a) to issue, transfer or exchange any
Debentures during a period beginning at the opening of business 15 days before
the day of the mailing of a notice identifying the serial numbers of the
Debentures to be called for redemption, and ending at the close of business on
the day of the mailing, or (b) to transfer or exchange any Debentures
theretofore selected for redemption in whole or in part, except the unredeemed
portion of any Debenture redeemed in part.
Section 108. Redemption. The Debentures will be redeemable at the option
of the Company, in whole or in part, at any time on or after ___________ __,
20__ and prior to maturity, at a Redemption Price in an amount equal to 100% of
the principal amount to be redeemed together with accrued interest, including
Additional Interest, to the Redemption Date. If a partial redemption would
result in a delisting of the Debentures from any national securities exchange on
which the Debentures are then listed, the Company may redeem the Debentures only
in whole.
In the event of redemption of the Debentures in part only, a new Debenture
or Debentures for the unredeemed portion will be issued in the name or names of
the Holders thereof upon the surrender thereof.
The Debentures will 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 Debentures shall, with respect to
the principal thereof, be divisible by $25.
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ARTICLE 2
Miscellaneous Provisions
Section 201. Recitals by Company. The recitals in this _________
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 Debentures and of this ________ Supplemental Indenture
as fully and with like effect as if set forth herein in full.
Section 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture, as heretofore supplemented and modified,
and this _______ Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
Section 203. Executed in Counterparts. This ______ Supplemental Indenture
may be simultaneously 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.
ARTICLE 3
Amendments to Original Indenture
Section 301. Amendments to Original Indenture. The following amendments
to the Original Indenture shall be in effect with respect to the Debentures
only.
(a) Article Four of the Original Indenture is hereby amended by the
deletion of Section 402 in its entirety and the addition of the following
Section 402 through Section 406, to read in their entirety as follows:
Section 402. Legal Defeasance.
In addition to discharge of this Indenture pursuant to
Section 401, in the case of any Junior Subordinated Notes with
respect to which the exact amount described in subparagraph (a)
of Section 404 can be determined at the time of making the
deposit referred to in such subparagraph (a), the Company shall
be deemed to have paid and discharged the entire indebtedness on
all such Junior Subordinated Notes as provided in this Section
on and after the date the conditions set forth in Section 404
are satisfied, and the provisions of this Indenture with respect
to such Junior Subordinated Notes shall no longer be in effect
(except as to (i) rights of registration of transfer and
exchange of Junior Subordinated Notes, (ii) substitution of
mutilated, destroyed, lost or stolen Junior Subordinated Notes,
(iii) rights of Holders of
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Junior Subordinated Notes to receive, solely from the trust fund
described in subparagraph (a) of Section 404, payments of
principal thereof and interest, if any, thereon upon each date
that such principal and interest, if any, is due and payable
(but not upon acceleration), (iv) the rights, obligations,
duties and immunities of the Trustee, (v) this Section 402 and
(vi) the rights of the Holders of Junior Subordinated Notes as
beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them) (hereinafter
called Legal Defeasance), and the Trustee at the cost and
expense of the Company, shall execute proper instruments
acknowledging the same.
Section 403. Covenant Defeasance.
In the case of any Junior Subordinated Notes with respect to
which the exact amount described in subparagraph (a) of Section
404 can be determined at the time of making the deposit referred
to in such subparagraph (a), (i) the Company shall be released
from its obligations under any covenants specified in or pursuant
to this Indenture (except as to (i) rights of registration of
transfer and exchange of Junior Subordinated Notes, (ii)
substitution of mutilated, destroyed, lost or stolen Junior
Subordinated Notes, (iii) rights of Holders of Junior
Subordinated Notes to receive, from the Company pursuant to
Section 1001, payments of principal thereof and interest, if any,
thereon upon each date that such principal and interest, if any,
is due and payable (but not upon acceleration), (iv) the rights,
obligations, duties and immunities of the Trustee hereunder and
(v) the rights of the Holders of Junior Subordinated Notes as
beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them), and (ii) the
occurrence of any event specified in Section 501(5) (with respect
to any of the covenants specified in or pursuant to this
Indenture (except as aforesaid)) shall be deemed not to be or
result in an Event of Default, in each case with respect to the
Outstanding Junior Subordinated Notes as provided in this Section
on and after the date the conditions set forth in Section 404 are
satisfied (hereinafter called Covenant Defeasance), and the
Trustee, at the cost and expense of the Company, shall execute
proper instruments acknowledging the same. For this purpose,
such Covenant Defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant (to the
extent so specified in the case of Section 501(5)), whether
directly or indirectly by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any
such covenant
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to any other provision herein or in any other document, but the
remainder of this Indenture and the Junior Subordinated Notes
shall be unaffected thereby.
Section 404. Conditions to Legal Defeasance or Covenant
Defeasance.
The following shall be the conditions to application of
either Section 402 or 403 to the Outstanding Junior Subordinated
Notes:
(a) with reference to Section 402 or 403, the Company
has irrevocably deposited or caused to be
irrevocably deposited with the Trustee as funds in
trust for the purpose of making the following
payments, specifically pledged as security for, and
dedicated solely to, the benefit of the Holders of
Junior Subordinated Notes (i) cash in an amount,
(ii) direct obligations of the United States of
America, backed by its full faith and credit (U.S.
Government Obligations), maturing as to principal
and interest, if any, at such times and in such
amounts as will ensure the availability of cash,
(iii) obligations of a Person controlled or
supervised by and acting as an agency or
instrumentality of the United States of America the
timely payment of which is unconditionally
guaranteed as a full faith and credit obligation by
the United States of America (Agency Obligations),
maturing as to principal and interest, if any, at
such times and in such amounts as will ensure the
availability of cash, or (iv) a combination thereof,
in each case sufficient, in the opinion of a
nationally recognized firm of independent public
accountants expressed in a written certification
thereof delivered to the Trustee, to pay and
discharge the principal of and interest, if any, on
all related Junior Subordinated Notes on each date
that such principal or interest, if any, is due and
payable;
(b) in the case of Legal Defeasance under Section 402,
the Company has delivered to the Trustee an Opinion
of Counsel based on the fact that (x) the Company
has received from, or there has been published by,
the Internal Revenue Service a ruling or (y), since
the date hereof, there has been a
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change in the applicable United States federal
income tax law, in either case to the effect that,
and such opinion shall confirm that, the Holders of
the Junior Subordinated Notes of such series will
not recognize income, gain or loss for federal
income tax purposes as a result of such deposit and
Legal Defeasance and will be subject to federal
income tax on the same amount and in the same manner
and at the same times as would have been the case if
such deposit and Legal Defeasance had not occurred;
(c) in the case of Covenant Defeasance under Section
403, the Company has delivered to the Trustee an
Opinion of Counsel to the effect that, and such
opinion shall confirm that, the Holders of the
Junior Subordinated Notes will not recognize income,
gain or loss for federal income tax purposes as a
result of such deposit and Covenant Defeasance and
will be subject to federal income tax on the same
amount and in the same manner and at the same times
as would have been the case if such deposit and
Covenant Defeasance had not occurred;
(d) such Legal Defeasance or Covenant Defeasance will
not result in a breach or violation of, or
constitute a default under, any agreement or
instrument to which the Company is a party or by
which it is bound; and
(e) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel,
each stating that all conditions precedent
contemplated by this provision have been complied
with.
Section 405. Application of Trust Money.
Subject to the provisions of the last paragraph of Section
1003, all money, U.S. Government Obligations and Agency
Obligations deposited with the Trustee pursuant to Section 401 or
404 shall be held in trust and such money and all money from such
U.S. Government Obligations and Agency Obligations shall be
applied by it, in accordance with the provisions of the Junior
Subordinated Notes and this Indenture, to the payment, either
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directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to
the Persons entitled thereto, of the principal and interest for
whose payment such money, U.S. Government Obligations and Agency
Obligations has been deposited with the Trustee.
Section 406. Indemnity for U.S. Government Obligations.
The Company shall pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the
U.S. Government Obligations and Agency Obligations deposited
pursuant to Section 404 or the principal or interest received in
respect of such obligations other than any such tax, fee or other
charge that by law is for the account of the Holders of
Outstanding Junior Subordinated Notes.
(b) The Original Indenture is hereby amended by replacing all
references therein to Section 4.02 with a reference to Section 4.05;
provided that this Section 3.01(b) of this _______________ Supplemental
Indenture shall not apply to Section 3.01(a) hereof.
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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
SEAL ---------------------------
Vice President
Attest:
--------------------------------
Assistant Corporate Secretary
THE CHASE MANHATTAN BANK
SEAL ---------------------------
Vice President
Attest:
--------------------------------
Senior Trust Officer
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Exhibit A
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No.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (DTC), TO VIRGINIA ELECTRIC AND
POWER COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF 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, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]/1/
THE INDEBTEDNESS EVIDENCED BY THIS SECURITY IS, TO THE EXTENT PROVIDED IN THE
INDENTURE, SUBORDINATE AND SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN
FULL OF ALL SENIOR INDEBTEDNESS, AND THIS SECURITY IS ISSUED SUBJECT TO THE
PROVISIONS OF THE INDENTURE WITH RESPECT THERETO.
VIRGINIA ELECTRIC AND POWER COMPANY
__% Quarterly Income Capital Securities
(Series __ _____% Junior Subordinated Debentures Due __________ __, 20__)
Principal Amount: Regular Record Date: Subject to
the
Original Issue Date: provisions of
the Indenture
Stated Maturity: _________ __, 20__, referred to
herein, the
Interest Rate: Business Day
immediately
prior to
Interest
Payment Date
Authorized
Denomination: $25 and integral Interest Payment Dates: March 31
multiples thereof June 30
September 30
December 31
Initial Redemption Date: ___________,
20__
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/1/ The bracketed language would apply to and appear on only a Global Security.
Exhibit A - Page 1
Virginia Electric and Power Company, a public service corporation duly
organized and existing under the laws of the Commonwealth of Virginia (the
Company, which term includes any successor corporation under the Indenture
referred to on the reverse hereof), for value received, hereby promises to pay
to
or registered assigns, the principal sum of
on the Stated Maturity shown above (or upon earlier redemption), and to pay
interest thereon from the Original Issue Date shown above, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, quarterly in arrears on each Interest Payment Date as specified above,
commencing on the Interest Payment Date next succeeding the Original Issue Date
shown above and on the Stated Maturity (or upon earlier redemption) at the rate
per annum shown above until the principal hereof is paid or made available for
payment and on any overdue principal and on any overdue installment of interest.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date (other than an Interest Payment Date that is the Stated
Maturity or on a Redemption Date) will, as provided in such Indenture, be paid
to the Person in whose name this Debenture (the Debenture) is registered at the
close of business on the Regular Record Date as specified above next preceding
such Interest Payment Date, provided that any interest payable at Stated
Maturity or on any Redemption Date will be paid to the Person to whom principal
is payable. Except as otherwise provided in the Indenture, 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 Debenture 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 Debentures 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, if any, on which the Debentures of this series shall be
listed, and upon such notice as may be required by any such exchange, all as
more fully provided in the Indenture.
Payments of interest on this Debenture will include interest accrued to
but excluding the respective Interest Payment Dates. Interest payments for this
Debenture 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 this
Debenture 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, 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.
A "Business Day" shall mean any day other than a Saturday or a Sunday or a day
on which banking institutions in New York City are authorized or required by law
or executive order to remain closed or a day on which the Corporate Trust Office
of the Trustee is closed for business.
Exhibit A - Page 2
The Company shall have the right at any time and from time to time during
the term of this Debenture to extend the interest payment period of such
Debenture for up to 20 consecutive quarters but not beyond the Stated Maturity
of this Debenture (each, an Extension Period), during which periods unpaid
interest (together with interest thereon) will compound quarterly at the
Interest Rate (Deferred Interest). Upon the termination of each Extension
Period, which shall be an Interest Payment Date, the Company shall pay all
Deferred Interest on the next succeeding Interest Payment Date to the Person in
whose name this Debenture is registered at the close of business on the Regular
Record Date for such Interest Payment Date, provided that any Deferred Interest
payable at Stated Maturity or on any Redemption Date will be paid to the Person
to whom principal is payable. Prior to the termination of any such Extension
Period, the Company may further extend the interest payment period, provided
that such Extension Period together with all such previous and further
extensions thereof shall not exceed 20 consecutive quarters. Upon the
termination of any such Extension Period, and upon the payment of all accrued
and unpaid interest and any Additional Interest then due, the Company may select
a new Extension Period, subject to the above requirements. During any Extension
Period, the Company shall not (i) declare or pay any dividend or distribution
on, or redeem, purchase, acquire or make a liquidation payment with respect to,
any of its capital stock or (ii) make any payment of interest, principal or
premium, if any, on or repay, repurchase or redeem any debt securities issued by
the Company that rank pari passu with or junior to the Debentures (other than
(a) dividends or distributions in common stock of the Company, (b) any
declaration of a dividend in connection with the implementation of a
shareholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(c) purchases of common stock related to the issuance of common stock or rights
under any of the Company's benefit plans). The Company shall give the Holder of
this Debenture and the Trustee notice of its selection or extension of an
Extension Period at least one Business Day prior to the earlier of (i) the
Regular Record Date relating to the Interest Payment Date on which the Extension
Period is to commence or relating to the Interest Payment Date on which an
Extension Period that is being extended would otherwise terminate or (ii) the
date the Company is required to give notice to the New York Stock Exchange or
other applicable self-regulatory organization of the record date or the date
payments are payable.
Payment of the principal of and interest (including Additional Interest,
if any) due at the Stated Maturity or earlier redemption of the Debentures shall
be made upon surrender of the Debentures at the Corporate Trust Office of the
Trustee, 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. Payment 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 16 days prior to the date for payment by the
Person entitled thereto.
The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and subject in right of payment to the prior
payment in full of all Senior Indebtedness (as defined in the Indenture), and
this Debenture is issued subject to the provisions of the Indenture with respect
thereto. Each Holder of this Debenture, by accepting the same,
Exhibit A - Page 3
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs
the Trustee on his behalf to take such action as may be necessary or appropriate
to effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his
acceptance hereof, waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS DEBENTURE 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 by manual signature, this Debenture shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
Exhibit A - Page 4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ______________ ___, 199_
VIRGINIA ELECTRIC AND POWER COMPANY
By:
----------------------------------------
[President/Vice President]
Attest:
By:
----------------------------------------
[Corporate Secretary/Assistant Corporate
Secretary]
[Seal of VIRGINIA ELECTRIC AND POWER COMPANY appears here]
Exhibit A - Page 5
VIRGINIA ELECTRIC AND POWER COMPANY
Series __ __ % Junior Subordinated Debenture Due 20__
This Debenture is one of a duly authorized issue of Junior Subordinated
Notes of the Company (the Junior Subordinated Notes), issued and issuable in one
or more series under a Subordinated Note Indenture, dated as of August 1, 1995,
as supplemented (the Indenture), between the Company The Chase Manhattan Bank
(formerly known as Chemical Bank), as Trustee (the Trustee, which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debentures issued thereunder and
of the terms upon which said Debentures are, and are to be, authenticated and
delivered. Capitalized terms used herein and not defined herein shall have the
respective meanings assigned to them in the Indenture. This Debenture is one of
the series designated on the face hereof as Series __ __ % Junior Subordinated
Debentures, due ____________ __, 20__, (the Debentures) in aggregate principal
amount of $____________.
The Debentures will be redeemable at the option of the Company, in whole
or in part, at any time on or after ___________ __, 20__ and prior to maturity,
at a Redemption Price in an amount equal to 100% of the principal amount to be
redeemed together with accrued interest, including Additional Interest, to the
Redemption Date. If a partial redemption would result in a delisting of the
Debentures from any national securities exchange on which the Debentures are
then listed, the Company may redeem the Debentures only in whole. The Debentures
will not have a sinking fund. Notice of redemption shall be given as provided in
Section 1104 of the Indenture. In the event of redemption of this Debenture in
part only, a new Debenture or Debentures for the unredeemed portion hereof will
be issued in the name of the Holder hereof upon the surrender hereof.
If an Event of Default with respect to the Debentures shall occur and be
continuing, the principal of the Debentures may be declared due and payable in
the manner, with the effect and subject to the conditions 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 Junior Subordinated Notes 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
Junior Subordinated Notes 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 Junior Subordinated Notes of each series
at the time Outstanding, on behalf of the Holders of all Junior Subordinated
Notes 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 Debenture shall
be conclusive and binding upon such Holder and upon all future Holders of this
Debenture and of any Debenture issued upon the registration of transfer hereof
or in exchange hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Debenture.
Exhibit A - Page 6
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Debenture 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 Debenture is registrable in the Security
Register, upon surrender of this Debenture for registration of transfer at the
office or agency of the Company for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar and duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Debentures, of authorized denominations and of like tenor and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees. 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 Debenture 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 Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
The Debentures are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Debentures are
exchangeable for a like aggregate principal amount of Debentures of a different
authorized denomination, as requested by the Holder surrendering the same upon
surrender of the Debenture or Debentures to be exchanged at the office or agency
of the Company.
This Debenture shall be governed by, and construed in accordance with,
the internal laws of the State of New York.
Exhibit A - Page 7
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 UNIF GIFT MIN ACT--_________
TEN ENT -- as tenants by the entireties (Cust)
JT TEN -- as joint tenants with rights of Custodian __________
survivorship and not as tenants (Minor)
in common Under Uniform Gifts to Minors
Act _________________________
(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 Debenture and all rights thereunder, hereby irrevocably constituting
and appointing
________________________________________________________________________________
________________________________________________________________________________
agent to transfer said Debenture 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.
Exhibit A - Page 8
Exhibit B
This is one of the Junior Subordinated Notes of the series designated
therein referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By
--------------------------------
Authorized Officer
Exhibit B - Page 1
