Exhibit 4(i)
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VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK,
Trustee.
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_________ Supplemental Indenture
Dated ___________, 19__
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$--------
First and Refunding Mortgage Bonds of 19__, Series__, ____%,
due _______________
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A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
TABLE OF CONTENTS*
Page
----
Parties............................................................................................................
Addresses..........................................................................................................
Recitals...........................................................................................................
Consideration Clause...............................................................................................
Granting Clause....................................................................................................
Exception Clause...................................................................................................
Habendum Clause....................................................................................................
Grant in Trust.....................................................................................................
ARTICLE 1.
BONDS OF 19__, SERIES __.
(S)1.01. Establishment, form and terms....................................................................
(S)1.02. Registration, transfer and exchange..............................................................
(S)1.03. Procedure for payment of interest................................................................
[(S)1.04. Redemption......................................................................................]
[(S)1.05. Special Provisions for certain Institutional Investors..........................................]
[(S)1.06. Funds deposited for maturity [or redemption] to be immediately available........................]
[ARTICLE 2.
PROVISIONS SUPPLEMENTING THE MORTGAGE.
(S)2.01. ___________________________.....................................................................]
[ARTICLE 3.
ADDITIONAL COVENANTS OF THE COMPANY.
(S)3.01. ___________________________.....................................................................]
ARTICLE [4.]
MISCELLANEOUS PROVISIONS.
(S)[4].01. References to Original Indenture or previous Supplemental Indentures.............................
(S)[4].02. The Trustee......................................................................................
(S)[4].03. Original Indenture and Supplemental Indentures to be read together...............................
(S)[4].04. Date of execution................................................................................
(S)[4].05. Execution in counterparts
Testimonium........................................................................................................
Signatures and Seals...............................................................................................
Acknowledgments....................................................................................................
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*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.
_______________ SUPPLEMENTAL INDENTURE dated the ____ day of _____, 19__, by and
between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia public service
corporation and a transmitting utility (as such term is defined in Section
46-9-105(n) of the West Virginia Code), Xxx Xxxxx Xxxxx Xxxxx, Xxxxxxxx,
Xxxxxxxx (the Company), party of the first part, and THE CHASE MANHATTAN BANK,
a national banking association, Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
(the Trustee), party of the second part.
The Company has heretofore made its Indenture of Mortgage dated
November 1, 1935 (the Original Indenture) to The Chase National Bank of the City
of New York, predecessor Trustee, and various supplemental indentures
supplementing and/or modifying the Original Indenture as follows:
Title Dated
----- -----
First Supplemental Indenture............................................... September 1, 1938
Second " " ............................................... February 9, 1940
Third " " ....................................... March 1, 1941
Fourth " " ............................................... April 1, 1944
Fifth " " ....................................... March 1, 1945
Sixth " " ....................................... October 1, 1947
Seventh " " ....................................... Xxxxx 0, 0000
Xxxxxx " " ............................................... October 1, 1948
Ninth " " ....................................... June 1, 1949
Tenth " " ....................................... November 1, 1949
Eleventh " " ....................................... September 1, 1950
Twelfth " " ....................................... December 1, 1951
Thirteenth " " ....................................... October 1, 1952
Fourteenth " " ....................................... May 1, 1954
and has heretofore made to The Chase Manhattan Bank, which on March 31, 1955,
became the Trustee under the Mortgage by virtue of the merger of The Chase
National Bank of the City of New York into President and Directors of the
Manhattan Company under the name of The Chase Manhattan Bank, further
supplemental indentures supplementing and/or modifying the Original Indenture as
follows:
Title Dated
----- -----
Fifteenth Supplemental Indenture........................................... June 1, 1955
Sixteenth " " ................................... September 1, 1956
Seventeenth " " ................................... December 1, 1957
Eighteenth " " ................................... June 1, 1958
Nineteenth " " ................................... Xxxxx 0, 0000
Xxxxxxxxx " " ................................... September 1, 1960
Twenty-First " " ................................... June 1, 1961
Twenty-Second Supplemental Indenture....................................... May 1, 1963
Twenty-Third " " ........................... December 1, 1963
Twenty-Fourth " " ........................... May 1, 1965
Twenty-Fifth " " ........................... February 1, 1967
Twenty-Sixth " " ........................... December 1, 1967
Twenty-Seventh " " ........................... January 1, 1969
Twenty-Eighth " " ........................... June 1, 1969
Twenty-Ninth " " ........................... Xxxxx 0, 0000
Xxxxxxxxx " " ........................... September 1, 1970
Thirty-First " " ........................... Xxxxx 0, 0000
Xxxxxx-Xxxxxx " " ........................... September 1, 1971
Thirty-Third " " ........................... June 1, 1972
Thirty-Fourth " " ........................... July 1, 1974
Thirty-Fifth " " ........................... July 1, 1974
Thirty-Sixth " " ........................... February 1, 1975
Thirty-Seventh " " ........................... September 1, 1975
Thirty-Eighth " " ........................... November 1, 1975
Thirty-Ninth " " ........................... Xxxxx 0, 0000
Xxxxxxxx " " ........................... May 1, 1976
Forty-First " " ........................... September 1, 1976
Forty-Second " " ........................... March 1, 1977
Forty-Third " " ........................... Xxxxx 0, 0000
Xxxxx-Xxxxxx " " ........................... May 1, 1978
Forty-Fifth " " ........................... July 1, 1978
Forty-Sixth " " ........................... April 1, 1979
Forty-Seventh " " ........................... October 1, 1979
Forty-Eighth " " ........................... July 1, 1980
Forty-Ninth " " ........................... April 1, 1981
Fiftieth " " ................................. July 1, 1981
Fifty-First " " ........................... July 1, 1981
Fifty-Second " " ........................... September 1, 1982
Fifty-Third " " ........................... December 1, 1982
Fifty-Fourth " " ........................... June 1, 1983
Fifty-Fifth " " ........................... June 1, 1984
Fifty-Sixth " " ........................... September 1, 1984
Fifty-Seventh " " ........................... November 1, 1984
Fifty-Eighth " " ........................... December 1, 1984
Fifty-Ninth " " ........................... April 1, 1986
Sixtieth " " ........................... November 1, 1986
Sixty-First " " ........................... June 1, 1987
Sixty-Second " " ........................... November 1, 1987
Sixty-Third " " ........................... June 1, 1988
Sixty-Fourth " " ........................... February 1, 1989
Sixty-Fifth " " ........................... June 1, 1989
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Sixty-Sixth Supplemental Indenture......................................... March 1, 1990
Sixty-Seventh " " ................................ April 1, 1991
Sixty-Eighth " " ................................ March 1, 1992
Sixty-Ninth " " ................................ Xxxxx 0, 0000
Xxxxxxxxxx " " ................................ Xxxxx 0, 0000
Xxxxxxx-Xxxxx " " ................................ July 1, 1992
Seventy-Second " " ................................ July 1, 1992
Seventy-Third " " ................................ August 1, 1992
Seventy-Fourth " " ................................ February 1, 1993
Seventy-Fifth " " ................................ Xxxxx 0, 0000
Xxxxxxx-Xxxxx " " ................................ Xxxxx 0, 0000
Xxxxxxx-Xxxxxxx " " ................................ June 1, 1993
Seventy-Eighth " " ................................ August 1, 1993
Seventy-Ninth " " ................................ Xxxxxx 0, 0000
Xxxxxxxxx " " ................................ October 1, 1993
Eighty-First " " ................................ January 1, 1994
Eighty-Second " " ................................ January 1, 1994
Eighty-Third " " ................................ October 1, 1994
Eighty-Fourth " " ................................ Xxxxx 0, 0000
Xxxxxx-Xxxxx " " ................................ February 1, 1997
The Original Indenture and such supplemental indentures are
incorporated herein by this reference and the Original Indenture as so
supplemented and modified is herein called the Mortgage.
3
First and Refunding Mortgage Bonds (the Bonds) are presently
outstanding under the Mortgage as follows [as of February 27, 1998]:
Principal
Series* Amount*
------- -------
Series U, 5 1/8%, due February 1, 1997................................................. $ 49,290,000
Bonds of 1988, Series A, 9 3/8%, due June 1, 1998...................................... 150,000,000
Bonds of 1989, Series B, 8 7/8%, due June 1, 1999...................................... 100,000,000
Bonds of 1991, Series A, 8 3/4%, due April 1, 2021..................................... 100,000,000
Bonds of 1992, Series B, 7 1/4%, due March 1 1997..................................... 250,000,000
Bonds of 1992, Series C, 8%, due March 1, 2004......................................... 250,000,000
Bonds of 1992, Series D, 7 5/8%, due July 1, 2007...................................... 215,000,000
Bonds of 1992, Series E, 7 3/8%, due July 1, 2002...................................... 155,000,000
Bonds of 1992, Series F, 6 1/4%, due August 1, 1998.................................... 75,000,000
Bonds of 1993, Series A, 7 1/4%, due February 1, 2023.................................. 100,000,000
Bonds of 1993, Series B, 6 5/8%, due April 1, 2003..................................... 200,000,000
Bonds of 1993, Series C, 5 7/8%, due April 1, 2000..................................... 135,000,000
Bonds of 1993, Series D, 7 1/2%, due June 1, 2023...................................... 200,000,000
Bonds of 1993, Series E, 6%, due August 1, 2001........................................ 100,000,000
Bonds of 1993, Series F, 6%, due August 1, 2002........................................ 100,000,000
Bonds of 1993, Series G, 6 3/4%, due October 1, 2023................................... 200,000,000
Pollution Control Series 1994A, 5.45%, due January 1, 2024............................. 19,500,000
Bonds of 1994, Series A, 7%, due January 1, 2024....................................... 125,000,000
Bonds of 1994, Series B, 8 5/8%, due October 1, 2024................................... 200,000,000
Bonds of 1995, Series A, 8 1/4%, due March 1, 2025..................................... 200,000,000
Bonds of 1997, Series A, 6 3/4%, due February 1, 2007.................................. 200,000,000
(*Subject to deletion of retired series or portions thereof and
addition of new series, as issued)
Under the Mortgage, any new series of Bonds may at any time be
established by the Board of Directors of the Company in accordance with the
provisions of the Mortgage (up to an aggregate amount of $5,000,000,000
outstanding at any one time without further authorization of the stockholder of
the Company) and their terms may be described by a supplemental indenture
executed by the Company and the Trustee.
The Company proposes to create under the Mortgage, as hereby
supplemented (the Indenture), a new series of Bonds to be designated First and
Refunding Mortgage Bonds of 19__, Series __, __%, due________ __, ____, to bear
interest from _______ __, 19__, and to be due _______ __, ____ and proposes to
issue $______ aggregate principal amount of such Bonds.
The aggregate principal amount of Bonds of the Company, issued or so to
be issued and outstanding under the provisions of and secured by the Indenture,
will then be $_______ , consisting of $_______ aggregate principal amount of
Bonds presently outstanding and $_______
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aggregate principal amount of Bonds of 19__, Series __, which are to be issued
after the execution and delivery of this _____ Supplemental Indenture pursuant
to Article 2 of the Original Indenture. Additional Bonds of certain series
herein mentioned and additional Bonds of all other series hereafter established,
except as may be limited in the 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.
The Company also desires to supplement the Mortgage and add new
provisions thereto pursuant to the provisions of (S)13.01 of the Original
Indenture.
All conditions necessary to authorize the execution, delivery and
recording of this ____ Supplemental Indenture and to make it a valid and binding
indenture of mortgage for the security of the Bonds of the Company issued or to
be issued under the Indenture have been done or performed.
NOW, THEREFORE, THIS INDENTURE WITNESSETH,
That, in order further to secure equally and ratably the payment of the
principal of and interest on the Bonds at any time issued and outstanding under
the Indenture, according to their tenor and effect, and the performance of all
the covenants and conditions contained in the Indenture or in the Bonds, and for
the purpose, among others, of confirming the lien of the Indenture, the Company,
for and in consideration of the premises and of the purchase and acceptance of
the Bonds by the holders thereof, and of the sum of One Dollar ($1.00) and of
other valuable consideration to it duly paid by the Trustee at or before the
execution and delivery of these presents, the receipt whereof is hereby
acknowledged, has executed and delivered these presents and does hereby grant,
bargain, sell, convey, transfer, assign, mortgage, pledge and confirm to the
Trustee and its successors in the trust created by the Indenture and to its and
their assigns, [If specific property is to be mortgaged under the Supplemental
Indenture -- the property hereinafter described, to wit:] [If no specific
property is to be mortgaged under the Supplemental Indenture -- all property,
real, personal and mixed, tangible and intangible, rights, privileges,
franchises and immunities, now owned by the Company and within the Granting
Clauses covering after-acquired property.
But expressly excepting (unless and until hereafter mortgaged, pledged
or assigned to the Trustee or otherwise made subject to the lien of the
Indenture, or required so to be by any provision therein) all properties that
would be excepted by clauses (A) through (H) of Part VI of the Granting Clauses
of the Fourteenth Supplemental Indenture as if such clauses were herein set out
in full.]
[DESCRIPTION OF MORTGAGED PROPERTY.
PART I.
LAND.
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All the tracts or parcels of land or interests in land, together with
all the improvements thereon, and all rights, privileges and appurtenances
thereunto belonging or in anywise appertaining, and all equipment, fixtures and
apparatus, property, real, personal and mixed, used in connection therewith,
whether attached to the freehold or not, conveyed to the Company as indicated in
the tables below:
A.
IN VIRGINIA
Recordation Data
-----------------------------------
Book Page
Grantor Recording Office Date of Deed No. No.
------------------------- ------------------------------ --------------------- --------------- ----------------
B.
IN [OTHER STATES]
Recordation Data
-----------------------------------
Book Page
Grantor Recording Office Date of Deed No. No.
------------------------- ------------------------------ --------------------- --------------- ----------------
PART II.
FRANCHISES.
Grantor Date Granted
--------------------------------------------- --------------------------------------------
6
PART III.
ELECTRIC LINES AND SYSTEMS.
All electric lines and systems now owned by the Company, including
those described below:
Length
Beginning Ending in Miles
------------------------------- ------------------------------ ------------------------------
PART IV.
OTHER PROPERTY.
All other property, real, personal and mixed, tangible and intangible,
now owned by the Company or hereafter acquired, except as herein excepted.
PART V.
INCOME.
All tolls, revenues, earnings, income, rents, issues and profits of all
property hereby mortgaged and conveyed.
PART VI.
PROPERTIES EXCEPTED.
But expressly excepting (unless and until hereafter mortgaged, pledged
or assigned to the Trustee or otherwise made subject to the lien of the
Indenture, or required so to be by any provision therein) all properties that
would be excepted by clauses (A) through (H) of Part VI of the Granting Clauses
of the Fourteenth Supplemental Indenture as if such clauses were herein set out
in full.]
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TO HAVE AND TO HOLD all and singular the aforesaid property, rights,
privileges, franchises and immunities, whether now owned or hereafter acquired,
unto the Trustee, its successors in the trust created by the Indenture and its
and their assigns forever:
BUT IN TRUST NEVERTHELESS, for the further and equal pro rata benefit,
security and protection of all present and future holders of the Bonds issued
and to be issued under and secured by the Indenture, and to secure the payment
of the principal of and interest on the Bonds thereon, in accordance with
provisions of the Bonds and of the Indenture, without any discrimination,
preference, priority or distinction as to lien or otherwise of any Bonds over
any other Bonds, by reason of priority in time of the issue or negotiation
thereof or otherwise howsoever, so that the principal and interest of every Bond
shall be equally and ratably secured hereby as if all the Bonds had been issued,
sold and delivered for value simultaneously with the execution of the Original
Indenture, and to secure the performance of and compliance with the covenants
and conditions of the Bonds and of the Indenture, and upon the trusts and for
the uses and purposes and subject to the covenants, agreements, provisions and
conditions set forth and declared in the Indenture.
ARTICLE 1.
BONDS OF 19__, Series __.
(S)1.01. There is hereby established a new series of Bonds to be issued
under and secured by the Indenture, to be designated as the Company's First and
Refunding Mortgage Bonds of 19__, Series __, ___%, due ______ __, ____ (the
Bonds of 19__, Series __).
There are to be authenticated and delivered $________ principal amount
of Bonds of 19__ Series __, and no further Bonds of 19__, Series __ shall be
authenticated and delivered except upon exchange or transfer pursuant to (S)1.11
of the Original Indenture. The Bonds of 19__, Series __ shall be registered
bonds, without coupons.
The Bonds of 19__, Series __ shall be in substantially the form set out
in Article 2 of the Twenty-Fifth Supplemental Indenture with such insertions,
modifications and additions as may be required by the particular terms and
provisions of this _______ Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 19__, Series __.
Each Bond of 19__, Series __ 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.
All Bonds of 19__, Series __ shall be due on _______ __, ____, and
shall bear interest at the rate of __% per annum, to be paid semi-annually on
the first day of _____ and on the first day of _____ in each year until payment
of the principal thereof. The principal, premium, if any, and interest on the
Bonds of 19__, Series __, shall be payable in lawful money of the United States
of America, at the office or agency of The Chase Manhattan Bank, or its
successor in trust under the Indenture, in New York, New York. The
8
Regular Record Date for the payment of the interest payable, and punctually paid
or duly provided for, on any Interest Payment Date with respect to the Bonds of
19__, Series __ shall be the fifteenth day (whether or not a business day) of
the calendar month next preceding such Interest Payment Date.
Definitive Bonds of 19__, Series __ may be issued in the denomination
of $______, or any integral multiple thereof.
(S)1.02. The Trustee shall, by virtue of its office as Trustee, be the
Registrar and Transfer Agent of the Company for the purpose of registering and
transferring Bonds of 19__, Series __. The Company shall cause to be kept at the
office or agency of the Registrar books for such registration and transfer (the
Bond Register) and will permit Bonds of 19__, Series __ to be transferred or
registered thereon, in accordance with their terms and under such reasonable
regulations as the Company may prescribe.
Upon surrender for transfer of any Bonds of 19__, Series __ at the
office or agency of the Registrar, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of 19__, Series __ of any authorized
denominations, of a like aggregate principal amount.
At the option of the registered holder, Bonds of 19__, Series __ may be
exchanged for other Bonds of 19__, Series ___ of any authorized denominations,
of a like aggregate principal amount, upon surrender of Bonds of 19__, Series __
to be exchanged at the office or agency of the Registrar. Whenever any Bonds of
19__, Series __ are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Bonds of 19__, Series __ which
the bondholder making the exchange is entitled to receive.
All Bonds of 19__, Series __ issued upon any such transfer or exchange
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under the Indenture, as the Bonds of 19__, Series
__ surrendered upon such transfer or exchange.
Every Bond of 19__, Series __ presented or surrendered for transfer or
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and to the Registrar duly executed, by the holder thereof or his
attorney duly authorized in writing.
No service charge will be made for any transfer or exchange of Bonds of
19__, Series __, 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 provisions of (S)1.06, (S)1.08 and (S)1.09 of the Original
Indenture shall (not) be applicable to the Bonds of 19__, Series __.]
The Company shall not be required (a) to issue, transfer or exchange
any Bonds of 19__, Series __ during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all of the outstanding Bonds of 19__, Series __
9
and ending at the close of business on the day of the mailing, or (b) to
transfer or exchange any Bonds of 19__, Series __ theretofore selected for
redemption in whole or in part.
(S)1.03. Reference is made to (S)1.03 of the Twenty-Fifth Supplemental
Indenture for provisions concerning the procedure for the payment of interest on
the Bonds of 19__, Series __.
[(S)1.04. The Bonds of 19__, Series __ shall be subject to redemption
at the option of the Company, as a whole or in part, at any time or from time to
time, on or after _______ __, ____, at the percentages of the principal amount
thereof specified in the following table under the heading "Regular Redemption
Price". The Bonds of 19__, Series __ shall also be subject to redemption at the
option of the Company, as a whole or in part, at any time or from time to time,
on or after _____ __, ____, at the percentages of the principal amount thereof
specified in the following table under the heading "Special Redemption Price",
if redeemed (a) by the application of cash from the Maintenance and Improvement
Fund provided by (S)3.01 of the Third Supplemental Indenture, (b) by the
application of Funds in Escrow as defined in (S)6.02 of the Original Indenture
or (c) 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:
The redemption prices The redemption prices
are as follows: are as follows:
--------------------------------------- ---------------------------------------
During the Regular Special During the Regular Special
12 Months Redemption Redemption 12 Months Redemption Redemption
Beginning Price Price Beginning Price Price
---------------- ----------------- ------------------- ---------------- ------------------ ------------------
together with any unmatured interest accrued to the Redemption Date, payable on
surrender for redemption (the interest installment payable on the Redemption
Date, 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
Payment Date).
[But prior to ______ __, ____, the Company may not redeem any of the
Bonds of 19__, Series __, directly or indirectly from or in anticipation of
moneys borrowed involving an interest cost to the Company (calculated in
accordance with accepted financial practice) of less than __% per year.]
Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each holder at his address appearing in the Bond Register and shall
contain the information required by (S)3.02 of the Original Indenture. There
need be no publication of such notice despite the provisions of such (S)3.02.
10
[The Company shall not redeem, purchase or otherwise acquire for a
consideration any of the Bonds of 19__, Series __, except by redemption thereof
pursuant to this (S)1.04.]
[No supplemental indenture entered into pursuant to (S)14.01 of the
Original Indenture shall amend or otherwise modify any provision contained in
this (S)1.04 (other than provisions regarding the manner, form and timing of
notice pursuant to the second paragraph of this (S)1.04) without the consent of
all the holders of Bonds of 19__, Series __, then outstanding; nor shall any
default by the Company in the performance of its obligations under this (S)1.04
(other than the manner, form and timing of notice pursuant to the second
paragraph of this (S)1.04), and the consequences thereof, be waived pursuant to
(S)7.24 of the Original Indenture without like consent.]]
[(S)1.05. Irrespective of any provision of the Indenture or of the
Bonds of 19__, Series __ to the contrary, so long as any purchaser under one of
the Purchase Agreements (as hereinafter defined), or a nominee thereof, shall be
a registered holder of any of the Bonds of 19__, Series __, or if any other
institutional investor or its nominee or nominees shall at any time be the
registered holder or holders of at least __% of the aggregate principal amount
of Bonds of 19__, Series __ then outstanding, payment of principal of and
interest on any Bond of 19 __, Series __ of which such purchaser or its nominee
or such other institutional investor or its nominee is the registered holder
shall be made, without presentation thereof, by check payable to the order of
such holder mailed to its address as it appears on the Bond Register maintained
in accordance with (S)1.02 hereof on the Interest Payment Date or (in the case
of a redemption in part only of any Bond of 19__, Series __ of which such
purchaser or its nominee or such other institutional investor or its nominee is
the registered holder) the Redemption Date, as the case may be, or to such other
person and address and by such other manner as may be specified by such
purchaser or other institutional investor in Schedule 1 to the Purchase
Agreements, or otherwise, in a written order filed with the Company at least
five days prior to the Interest Payment Date or (in the case of a redemption in
part only of any Bond of 19__, Series __ of which such purchaser or its nominee
or such other institutional investor or its nominee is the registered holder)
the Redemption Date, as the case may be. As a condition to making any such
payment, there shall be filed with the Trustee by such purchaser or other
institutional investor an agreement (designating its nominee or nominees, if
any, and which, in the case of such purchaser, shall be a copy of its Purchase
Agreement referred to in the penultimate paragraph of this (S)1.05) that prior
to the delivery by it upon disposition of any such Bond of 19__, Series __ so
redeemed in part it will make an appropriate endorsement thereon as to all
payments on account of principal thereof.]
[The indemnity agreement of any such purchaser or any such other
institutional investor, without security therefor, shall constitute sufficient
indemnity to the Company and the Trustee for the purposes of (S)1.11 of the
Original Indenture.]
[Any provision of the Indenture or of the Bonds of 19__, Series __ to
the contrary notwithstanding, so long as any such purchaser or its nominee shall
be a registered holder of any of the Bonds of 19__, Series __ or any such
institutional investor or its nominee shall be a registered holder of at least
__% of the aggregate principal amount of the Bonds of 19__, Series __, then
outstanding, in case of the redemption in part only of the Bonds of 19__, Series
__, the
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Trustee shall prorate the principal amount of such Bonds to be redeemed among
all such Bonds in proportion to the outstanding principal amount thereof
(treating as one Bond all of the Bonds held by registered holders who are not
such purchasers or institutional investors or who are such institutional
investors and hold less than __% of the aggregate principal amount of the Bonds
of 19__, Series __ then outstanding) and shall then designate for redemption
particular Bonds of such series or portions thereof (of $1,000 or any integral
multiple thereof) equal to the principal amount of Bonds to be redeemed so
prorated; provided, however, that in any such prorating pursuant to this
paragraph, the Trustee shall, according to such method as it shall deem proper
in its discretion, make such adjustments by increasing or decreasing by not more
than $1,000 the amount which would be allocable on the basis of exact proportion
to any one or more Bonds, as may be required to provide that the principal
amount so prorated shall be in each instance an integral multiple of $1,000; and
provided, further, that, in case of such a redemption pursuant to the final
sentence of the first paragraph of (S)1.04 hereof, the Trustee shall not prorate
the principal amount of Bonds of 19__, Series __ to be so redeemed among all
Bonds of such series but shall designate for redemption particular Bonds of such
series or portions thereof (of $1,000 or any integral multiple thereof) held by
any registered holder opting for such redemption in accordance with such
holder's instructions contained in the notice of redemption given by such holder
to the Trustee pursuant to the second paragraph of (S)1.04 hereof.]
[In the case of any such purchaser or institutional investor which
acquires Bonds of 19__, Series __, with funds of a separate account, as such
term is defined in Section 3 of ERISA, or guaranteed fund, such holder shall,
with respect to each such separate account or guaranteed fund, be treated as a
separate registered holder of Bonds of 19__, Series __, for the purposes of the
Indenture.]
[As hereinabove used, the term "Underwriting Agreement" shall mean the
[several] Underwriting Agreement[s], [each] dated ______, 19__, between the
Company and the purchaser[s] named in Schedule I thereto providing for the
original issuance and sale by the Company of the Bonds of 19__, Series __, true
and correct copies of such Underwriting Agreement, certified as such by the
Corporate Secretary or an Assistant Corporate Secretary of the Company, having
been lodged with the Trustee and being available for inspection at its principal
corporate trust office.]
[No supplemental indenture entered into pursuant to (S)14.01 of the
Original Indenture shall amend or otherwise modify any provision contained in
this (S)1.05 without the consent of all the holders of Bonds of 19__, Series __
whose rights or obligations under this (S)1.05 would be affected by such
amendment or modification; nor shall any default by the Company in the
performance of its obligations under this (S)1.05, and the consequences thereof,
be waived pursuant to (S)7.24 of the Original Indenture, without like consent.]
[(S)1.06. The Company covenants that on depositing or leaving with the
Trustee funds for the payment of the principal and premium (if any) and interest
on any Bonds of 19__, Series ___ when the same become due, either at maturity or
otherwise, [or at the date fixed for redemption thereof, pursuant to (S)3.03 or
(S)10.03 of the Original Indenture], it will make effective arrangements with
the Trustee whereby such funds will be immediately available for payment to the
holder of such Bonds, and prior to, or within 5 days after, so depositing or
12
leaving such funds, will give a notice, to be given as in the case of a notice
of redemption of Bonds of 19__, Series __, stating that such funds have been or
will be deposited or left with the Trustee and are or thereupon will be
immediately so available for payment to the holders of such Bonds and, as full
compliance with this Section, shall deliver to the Trustee proof satisfactory to
the Trustee that such notice has been given, or that arrangements have been made
insuring that such notice will be given, or a written instrument executed by the
Company under its corporate seal, and expressed to be irrevocable, authorizing
the Trustee to give such notice for and on behalf of the Company. In the case of
a redemption of Bonds of 19__, Series __, such notice may be a part of any
redemption notice published or given prior to or within such 5-day period after
any such deposit or leaving of such funds.]
[ARTICLE 2.
PROVISIONS SUPPLEMENTING THE MORTGAGE.
(S)2.01. [Insert applicable provisions.]]
[ARTICLE 3.
ADDITIONAL COVENANTS OF THE COMPANY.
(S)3.01. [Insert applicable provisions.]]
ARTICLE [4].
MISCELLANEOUS PROVISIONS.
(S)[4].01. All references herein to any article, section or provision
of the Original Indenture or any supplemental indenture refer to such article,
section or provision as heretofore supplemented and modified and as hereby
further supplemented and modified, unless, in any case, the context otherwise
requires. Terms used but not defined herein are used as defined in the Mortgage.
(S)[4].02. The recitals in this _________ Supplemental Indenture except
the recital of the succession of The Chase Manhattan Bank (National Association)
(formerly The Chase Manhattan Bank) to The Chase National Bank of the City of
New York are made by the Company only and not by the Trustee, and all of the
provisions contained in the Mortgage in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be applicable in respect of
the Bonds of 19__, Series __ and of this ________ Supplemental Indenture as
fully and with like effect as if set forth herein in full.
(S)[4].03. As heretofore supplemented and modified and as supplemented
hereby, the Original Indenture is in all respects ratified and confirmed, and
the Original Indenture, as
13
heretofore supplemented and modified, and this _______ Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
(S)[4].04. Although this _______ Supplemental Indenture is dated for
convenience and for the purpose of reference _____ __, ____, the actual dates of
execution by the Company and by the Trustee are indicated by their respective
acknowledgements hereto annexed.
(S)[4].05. In order to facilitate the recording or filing of this
_______ Supplemental Indenture, it 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.
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IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf, and its corporate seal to be hereunto affixed and
attested, by its duly authorized officers, all as of the day and year first
above written.
VIRGINIA ELECTRIC AND POWER COMPANY,
[SEAL]
By
-----------------------------------
Vice President
Attest:
------------------------------
Assistant Corporate Secretary
THE CHASE MANHATTAN BANK,
[SEAL]
By
-----------------------------------
Vice President
Attest:
------------------------------
Assistant Secretary
15
COMMONWEALTH OF VIRGINIA: )
) SS.:
CITY OF RICHMOND: )
(West
Virginia)
(North
Carolina)
I, __________, a notary public duly qualified, commissioned,
sworn and acting in and for the City and Commonwealth
aforesaid, hereby certify that on this _____ day of ______,
____:
(Virginia) _____________ and _________________, whose names as Vice
(Maryland) President and Assistant Corporate Secretary of VIRGINIA
ELECTRIC AND POWER COMPANY, a corporation, are signed to the
writing above, bearing date on the _____ day of ______, ____
have acknowledged the same before me in my City aforesaid; and
______________, who signed the writing above and hereto
annexed bearing date bearing date on the ____ day of ______,
____ for VIRGINIA ELECTRIC AND POWER COMPANY, has in my said
City, before me, acknowledged said writing to be the act and
deed of said corporation; and
______________ personally came before me and acknowledged that
he is Assistant Corporate Secretary of VIRGINIA ELECTRIC AND
POWER COMPANY, a corporation, and that, by authority duly
given and as the act of the corporation, the foregoing
instrument was signed in its name by a Vice President, sealed
with its corporate seal, and attested by himself as its
Assistant Corporate Secretary. My commission expires:
____________, ____
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
____ day of _________, ____.
Notary Public
[SEAL]
00
XXXXX XX XXX XXXX: )
) SS.:
COUNTY OF NEW YORK: )
I, _________, a notary public duly qualified, commissioned,
sworn and acting in and for the County and State aforesaid,
hereby certify that on this ____ day of _______, ____:
(Virginia) ___________ and ___________, whose names as Vice President and
(Maryland) Assistant Secretary of THE CHASE MANHATTAN BANK, a
corporation, are signed to the writing above, bearing date on
the ____ day of _____ , ____ have acknowledged the same before
me in my County aforesaid; and
(West ____________, who signed the writing above and hereto annexed
Virginia) bearing date on the ____ day of _______, ____ for THE CHASE
MANHATTAN BANK, has in my said County, before me, acknowledged
said writing to be the act and deed of said corporation; and
(North _____________ personally came before me and acknowledged that
Carolina) he is Assistant Secretary of THE CHASE MANHATTAN BANK,
a corporation, and that, by authority duly given and as the
act of the corporation, the foregoing instrument was signed in
its name by a Vice President, sealed with its corporate seal,
and attested by himself as its Assistant Secretary.
My commission expires: ____________, ____
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal this ______ day of _________, ____.
Notary Public
[SEAL]
