VIRGINIA ELECTRIC AND POWER COMPANY
TO THE CHASE MANHATTAN BANK
(FORMERLY KNOWN AS CHEMICAL BANK),
as Trustee
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SECOND SUPPLEMENTAL
INDENTURE
Dated as of May 1, 1999
Supplementing the Indenture dated as of April 1, 1988,
as amended by a First Supplemental
Indenture dated as of August 1, 1989
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THIS SECOND SUPPLEMENTAL INDENTURE, dated as of May 1, 1999 between
Virginia Electric and Power Company, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (herein called the "Company"),
having its principal office at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000-
3932, and The Chase Manhattan Bank, (formerly known as Chemical Bank), as
Trustee, a New York banking corporation having its principal corporate trust
office at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter called the
"Trustee").
RECITALS
The Company and the Trustee are parties to an Indenture, dated as of
April 1, 1988, as amended by a First Supplemental Indenture dated as of August
1, 1989 (the "Indenture"), relating to the issuance from time to time by the
Company of its unsecured debentures, notes or other evidences of indebtedness
(the "Securities") on terms to be specified at the time of issuance.
Capitalized terms used herein, not otherwise defined, shall have the same
meanings given them in the Indenture.
The Company has requested the Trustee to join with it in the execution
and delivery of this second supplemental indenture (the "Second Supplemental
Indenture") in order to supplement and amend the Indenture, by adding certain
provisions thereof, to permit the Company to require, if it shall so elect, that
Securities of any series created after the date hereof be subject to repayment,
in whole or in part, prior to their Stated Maturity, at the option of Holders
thereof.
Section 901 of the Indenture provides that a supplemental indenture
may be entered into by the Company and the Trustee, without the consent of any
Holders of the Securities or coupons, to make any provisions with respect to
matters or questions arising under the Indenture, so long as such action does
not adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect.
The Company has determined that this Second Supplemental Indenture
complies with said Section 901 and does not require the consent of any Holders
of Securities or coupons.
At the request of the Trustee, the Company has furnished the Trustee
with an Opinion of Counsel complying with the requirements of Section 903 of the
Indenture, stating, among other things, that the execution of this Second
Supplemental Indenture is authorized or permitted by the Indenture, and an
Officers' Certificate and Opinion of Counsel complying with the requirements of
Section 102 of the Indenture, and has delivered to the Trustee a Board
Resolution as required by Section 901 of the Indenture authorizing the execution
by the Company of this Second Supplemental Indenture and its delivery by the
Company to the Trustee.
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All things necessary to make this Second Supplemental Indenture a
valid agreement of the Company and the Trustee, in accordance with the terms of
the Indenture, and a valid amendment of, and supplement to the Indenture have
been done.
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of Securities
or coupons, as follows:
I. AMENDMENTS TO THE INDENTURE
A. Section 101 of the Indenture is amended to add a new definition
thereto, in the appropriate alphabetical sequence, as follows:
"Repayment Date" shall mean, when used with respect to any
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Security to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to such Security.
"Repayment Price" shall mean, when used with respect to any
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Security to be repaid at the option of the Holder, the price at which it is
to be repaid pursuant to this Indenture.
B. Section 114 of the Indenture is hereby deleted and replaced in
its entirety as follows:
SECTION 114. Legal Holidays.
In any case where any Interest Payment Date, Redemption Date,
Repayment Date or Stated Maturity of any Security shall not be a Business
Day at any Place of payment, then (notwithstanding any other provision of
this Indenture or of the Securities or coupons) payment of interest or
principal (and premium, if any) need not be made at such Place of Payment
on such date, but may be made on the next succeeding Business Day at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date, Redemption Date or Repayment Date or at the Stated Maturity,
provided that no interest shall accrue on the amount so payable for the
period from and after such Interest Payment Date, Redemption Date,
Repayment Date or Stated Maturity, as the case may be.
C. Article Two of the Indenture is amended and supplemented to add a
new Section 206, which reads in its entirety as follows:
Section 206. Securities Repayable at the Option of Holders.
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If the Company shall establish pursuant to Section 301 that the
Securities of a particular series constituting a medium term note program
are to be repaid before their Stated Maturity at the option of Holders
thereof, then the face of such Securities may indicate the applicable
Repayment Date(s) and Repayment Price(s), and such Securities may include
the following provisions:
[If so indicated on the face of this Security, the Company may be
required to repurchase this Security at the option of the Holder, in
whole or in part, on the Repayment Date(s) and at the applicable
Repayment Price(s) so indicated on the face hereof, plus accrued
interest, if any, to the applicable Repayment Date. On or before the
applicable Repayment Date, the Company shall deposit with the Trustee
money sufficient to pay the applicable Repayment Price and any
interest accrued on the portion of this Security to be tendered for
repayment. On and after such Repayment Date, interest will cease to
accrue on this Security or any portion hereof tendered for repayment.
The repayment option may be exercised by the Holder of this
Security for less than the entire principal amount hereof, but in that
event, the principal amount hereof remaining outstanding after
repayment must be in an authorized denomination. In the event of
repurchase of this Security in part only, a new Security or Securities
of this series and of like tenor for the unpurchased portion hereof
will be issued in the name of the Holder hereof upon the cancellation
hereof.
In order for this Security to be repaid, the Trustee must receive
at least 30 days but not more than 60 days prior to the Repayment Date
(i) this Security with the form entitled "Option to Elect Repayment"
attached to this Security duly completed or (ii) a facsimile
transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or trust company in the United States setting forth
the name of the Holder of this Security, the principal amount of this
Security, the principal amount of this Security to be repaid, the
certificate number or a description of the tenor and terms of this
Security, a statement that the option to elect repayment is being
exercised thereby, and a guarantee that this Security to be repaid,
together with the duly completed form entitled "Option to Elect
Repayment" attached to this Security, will be received by the Trustee
not later than the fifth Business Day after the date of such facsimile
transmission or letter; however, such facsimile transmission or letter
shall only be effective if this Security and duly completed form are
received by the Trustee by such fifth Business Day. Such notice, once
given, will be irrevocable unless waived by the Company.
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Unless otherwise indicated on the face hereof, this Security will
not be subject to repayment at the option of the Holder.]
D. Section 508 of the Indenture is hereby deleted and replaced in
its entirety as follows:
SECTION 508. Unconditional Right of Holders to Receive Principal,
Premium and Interest.
Notwithstanding any other provision in this Indenture, the Holder of
any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any)
and (subject to Section 307) interest on such Security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or
coupon (or, in the case of redemption, on the Redemption Date or, in the
case of repayment on the Repayment Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired
without the consent of such Holder.
E. SECTION 902(1) of the Indenture is hereby amended (i) to add the
following after the word "redemption" on the fourth line thereof: "or repayment"
and (ii) to add the following after the words "Redemption Date" in the last line
thereof: "or, in the case of repayment, on or after the Repayment Date."
F. The Indenture is amended and supplemented by adding the following
Article Fourteen:
ARTICLE FOURTEEN
REPAYMENT AT THE OPTION OF HOLDERS
Section 1401. Applicability of Article.
Repayment of Securities of any series before their Stated Maturity at
the option of Holders thereof shall be made in accordance with the terms of such
Securities and (except as otherwise specified by the terms of such series
established pursuant to Section 301) in accordance with this Article.
Section 1402. Repayment of Securities.
Securities of any series subject to repayment in whole or in part at
the option of the Holders thereof will, unless otherwise provided in the terms
of such Securities, be repaid at a price equal to the principal amount thereof,
together with interest, if any, thereon accrued to the Repayment Date specified
in or pursuant to the terms of such Securities. The Company
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covenants that on or before the Repayment Date it will deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the principal (or, if so provided by the terms of the
Securities of any series, a percentage of the principal) of, and (except if the
Repayment Date shall be an Interest Payment Date) accrued interest on, all the
Securities or portions thereof, as the case may be, to be repaid on such date.
Section 1403. Exercise of Option.
Securities of any series subject to repayment at the option of the
Holders thereof will contain an "Option to Elect Repayment" form on such
Securities. In order for any Security to be repaid at the option of the Holder,
the Trustee must receive at the Place of Payment therefor specified in the terms
of such Security (or at such other place or places of which the Company shall
from time to time notify the Holders of such Securities) not earlier than 60
days nor later than 30 days prior to the Repayment Date (1) the Security so
providing for such repayment together with the "Option to Elect Repayment" form
duly completed by the Holder (or by the Holder's attorney duly authorized in
writing) or (2) a facsimile transmission or a letter from a member of a national
securities exchange, or the National Association of Securities Dealers, Inc.
("NASD"), or a commercial bank or trust company in the United States setting
forth the name of the Holder of Security, the principal amount of the Security,
the amount of the Security to be repaid, the certificate number or a description
of the tenor and terms of the Security, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Security to be
repaid, together with the duly completed form entitled "Option to Elect
Repayment", will be received by the Trustee not later than the fifth Business
Day after the date of such facsimile transmission or letter; provided, however,
that such facsimile transmission or letter shall only be effective if such
Security and form duly completed are received by the Trustee by such fifth
Business Day. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such Security would be less than the minimum
authorized denomination of Securities of the series of which such Security to be
repaid is a part. Except as otherwise may be provided by the terms of any
Security providing for repayment at the option of the Holder thereof, exercise
of the repayment option by the Holder shall be irrevocable unless waived by the
Company.
Section 1404. When Securities Presented for Repayment Become Due and
Payable.
If the Securities of any series providing for repayment at the option
of the Holders thereof shall have been surrendered as provided in this Article
and as provided by or pursuant to
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the terms of such Securities, such Securities or the portions thereof, as the
case may be, to be repaid shall become due and payable and shall be paid by the
Company on the Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such Securities on such
Repayment Date) such Securities so to be repaid shall cease to bear interest.
Upon surrender of any such Security for repayment in accordance with such
provisions, the principal amount of such Security so to be repaid shall be paid
by the Company, together with accrued interest, if any, to the Repayment Date;
provided that, installments of interest, if any, whose Stated Maturity is on or
prior to the Repayment Date shall be payable (but without interest thereon,
unless the Company shall default in the payment thereof) to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.
If the principal amount of any Security surrendered for repayment
shall not be so repaid upon surrender thereof, such principal amount (together
with interest, if any, thereon accrued to such Repayment Date) shall, until
paid, bear interest from the Repayment Date at the rate of interest set forth in
such Security.
Section 1405. Securities Repaid in Part.
Upon surrender of any Registered Security which is to be repaid in
part only (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing), the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge and at the
expense of the Company, a new Registered Security or Securities of the same
series, Stated Maturity and original issue date of any authorized denomination
specified by the Holder, in an aggregate principal amount equal to and in
exchange for the portion of the principal of such Security so surrendered which
is not to be repaid.
Section 1406. Compliance with Exchange Act.
In connection with any repayment of Securities pursuant to this
Article, the Company will comply with the provisions of Rule 13e-4, Rule 14e-1
and any other tender offer rules under the Securities Exchange Act of 1934, if
required, and will file Schedule 13E-4 or any other schedule, if required.
II. GENERAL PROVISIONS
A. The recitals contained herein shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for the correctness of
same. The Trustee makes no representation as to the validity of this Second
Supplemental Indenture. The Indenture, as supplemented and amended by this
Second Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed.
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B. This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
C. This Second Supplemental Indenture shall be deemed to be a
contract under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with the laws of that State.
D. Although this Second Supplemental Indenture is dated for
convenience and for the purpose of reference _____, 1999, the actual dates of
execution by the Company and by the Trustee are indicated by their respective
acknowledgments hereto annexed.
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IN WITNESS WHEREOF, VIRGINIA ELECTRIC AND POWER COMPANY and THE CHASE
MANHATTAN BANK have caused this Second Supplemental Indenture to be duly
executed, and their corporate seals to be hereunto affixed and attested all as
of the day and year first above written.
VIRGINIA ELECTRIC AND POWER COMPANY
By:
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Name:
---------------------------------
Title:
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(SEAL)
Attest:
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[Assistant] Corporate Secretary
THE CHASE MANHATTAN BANK, as Trustee
By:
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Name:
---------------------------------
Title:
--------------------------------
(SEAL)
Attest:
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Trust Officer
State of ____________
City/County of _________________ss.:
On the ____ day of ______, 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.
My commission expires:_______________.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____day of __________, 1999.
(Notarial Seal) ________________
Notary Public
State of ____________
City/County of _________________ss.:
On the ____ day of ______, 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.
My commission expires:_______________.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____day of __________, 1999.
(Notarial Seal) ________________
Notary Public
