EXHIBIT 4(ix)
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VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee.
Eighty-Sixth
Supplemental Indenture
Dated ___________, 200_
____________
$_________
First and Refunding Mortgage Bonds of 200_,Series__, ____%,
due _______, 20__
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A MORTGAGE OF BOTH REAL AND PERSONAL PROPERTY.
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TABLE OF CONTENTS/1/
Page
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Parties............................................................................ 1
Addresses.......................................................................... 1
Recitals........................................................................... 1
Consideration Clause............................................................... 5
Granting Clause.................................................................... 5
Exception Clause................................................................... 7
Habendum Clause.................................................................... 7
Grant in Trust..................................................................... 7
ARTICLE 1.
BONDS OF 20__, SERIES __
(S) 1.01 Establishment, form and terms.......................................... 8
(S) 1.02 Registration, transfer and exchange.................................... 9
(S) 1.03 Procedure for payment of interest...................................... 10
(S) 1.04 Redemption............................................................. 10
(S) 1.05 Funds deposited for maturity to be immediately available............... 11
ARTICLE 2.
MISCELLANEOUS PROVISIONS
(S) 2.01 References to Original Indenture or previous Supplemental Indentures... 11
(S) 2.02 The Trustee............................................................ 12
(S) 2.03 Original Indenture and Supplemental Indentures to be read together..... 12
(S) 2.04 Date of execution...................................................... 12
(S) 2.05 Execution in counterparts.............................................. 12
Testimonium........................................................................ 13
Signatures and Seals............................................................... 14
Acknowledgments.................................................................... 15
________________
/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.
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EIGHTY-SIXTH SUPPLEMENTAL INDENTURE dated the ____ day of _____, 200_, by
and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia 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 (NATIONAL ASSOCIATION), 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 Supplemental Indenture.............................. February 9, 1940
Third Supplemental Indenture............................... March 1, 1941
Fourth Supplemental Indenture.............................. April 1, 1944
Fifth Supplemental Indenture............................... March 1, 1945
Sixth Supplemental Indenture............................... October 1, 1947
Seventh Supplemental Indenture............................. Xxxxx 0, 0000
Xxxxxx Supplemental Indenture.............................. October 1, 1948
Ninth Supplemental Indenture............................... June 1, 1949
Tenth Supplemental Indenture............................... November 1, 1949
Eleventh Supplemental Indenture............................ September 1, 1950
Twelfth Supplemental Indenture............................. December 1, 1951
Thirteenth Supplemental Indenture.......................... October 1, 1952
Fourteenth Supplemental Indenture.......................... 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 (now The Chase
Manhattan Bank (National Association)), further supplemental indentures
supplementing and/or modifying the Original Indenture as follows:
Title Dated
----- -----
Fifteenth Supplemental Indenture............................June 1, 1955
Sixteenth Supplemental Indenture............................September 1, 1956
Seventeenth Supplemental Indenture..........................December 1, 1957
Eighteenth Supplemental Indenture...........................June 1, 1958
Nineteenth Supplemental Indenture...........................April 1, 1959
Twentieth Supplemental Indenture............................September 1, 1960
Twenty-First Supplemental Indenture.........................June 1, 1961
Twenty-Second Supplemental Indenture........................May 1, 1963
Twenty-Third Supplemental Indenture.........................December 1, 1963
Twenty-Fourth Supplemental Indenture........................May 1, 1965
Twenty-Fifth Supplemental Indenture.........................February 1, 1967
Twenty-Sixth Supplemental Xxxxxxxxx.........................Xxxxxxxx 0, 0000
Xxxxxx-Xxxxxxx Supplemental Indenture.......................January 1, 1969
Twenty-Eighth Supplemental Indenture........................June 1, 1969
Twenty-Ninth Supplemental Indenture.........................April 1, 1970
Thirtieth Supplemental Indenture............................September 1, 1970
Thirty-First Supplemental Indenture.........................March 1, 1971
Thirty-Second Supplemental Indenture........................September 1, 1971
Thirty-Third Supplemental Indenture.........................June 1, 1972
Thirty-Fourth Supplemental Indenture........................July 1, 1974
Thirty-Fifth Supplemental Indenture.........................July 1, 1974
Thirty-Sixth Supplemental Indenture.........................February 1, 1975
Thirty-Seventh Supplemental Indenture.......................September 1, 1975
Thirty-Eighth Supplemental Indenture........................November 1, 1975
Thirty-Ninth Supplemental Xxxxxxxxx.........................Xxxxx 0, 0000
Xxxxxxxx Supplemental Indenture.............................May 1, 1976
Forty-First Supplemental Indenture..........................September 1, 1976
Forty-Second Supplemental Indenture.........................March 1, 1977
Forty-Third Supplemental Indenture..........................March 1, 1978
Forty-Fourth Supplemental Indenture.........................May 1, 1978
Forty-Fifth Supplemental Indenture..........................July 1, 1978
Forty-Sixth Supplemental Indenture..........................April 1, 1979
Forty-Seventh Supplemental Indenture........................October 1, 1979
Forty-Eighth Supplemental Indenture.........................July 1, 1980
Forty-Ninth Supplemental Indenture..........................April 1, 1981
Fiftieth Supplemental Indenture.............................July 1, 1981
Fifty-First Supplemental Indenture..........................July 1, 1981
Fifty-Second Supplemental Indenture.........................September 1, 1982
Fifty-Third Supplemental Indenture..........................December 1, 1982
Fifty-Fourth Supplemental Indenture.........................June 1, 1983
Fifty-Fifth Supplemental Indenture..........................June 1, 1984
Fifty-Sixth Supplemental Indenture..........................September 1, 1984
Fifty-Seventh Supplemental Indenture........................November 1, 1984
Fifty-Eighth Supplemental Indenture.........................December 1, 1984
Fifty-Ninth Supplemental Indenture..........................April 1, 1986
Sixtieth Supplemental Indenture.............................November 1, 1986
Sixty-First Supplemental Indenture..........................June 1, 1987
Sixty-Second Supplemental Indenture.........................November 1, 1987
Sixty-Third Supplemental Indenture..........................June 1, 1988
Sixty-Fourth Supplemental Indenture.........................February 1, 1989
Sixty-Fifth Supplemental Indenture..........................June 1, 1989
Sixty-Sixth Supplemental Indenture..........................March 1, 1990
Sixty-Seventh Supplemental Indenture........................April 1, 1991
Sixty-Eighth Supplemental Indenture.........................March 1, 1992
Sixty-Ninth Supplemental Xxxxxxxxx..........................Xxxxx 0, 0000
Xxxxxxxxxx Supplemental Indenture...........................March 1, 1992
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Seventy-First Supplemental Indenture........................July 1, 1992
Seventy-Second Supplemental Indenture.......................July 1, 1992
Seventy-Third Supplemental Indenture........................August 1, 1992
Seventy-Fourth Supplemental Indenture.......................February 1, 1993
Seventy-Fifth Supplemental Indenture........................April 1, 1993
Seventy-Sixth Supplemental Indenture........................April 1, 1993
Seventy-Seventh Supplemental Indenture......................June 1, 1993
Seventy-Eighth Supplemental Indenture.......................August 1, 1993
Seventy-Ninth Supplemental Xxxxxxxxx........................Xxxxxx 0, 0000
Xxxxxxxxx Supplemental Indenture............................October 1, 1993
Eighty-First Supplemental Indenture.........................January 1, 1994
Eighty-Second Supplemental Indenture........................January 1, 1994
Eighty-Third Supplemental Indenture.........................October 1, 1994
Eighty-Fourth Supplemental Indenture........................March 1, 1995
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.
First and Refunding Mortgage Bonds (the Bonds) are presently outstanding
under the Mortgage as follows [May 30, 1995]:
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 11997............. 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
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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
(*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 $__________ 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 200_, Series __, __%, due________ __, ____, to bear interest
from _______ __, 200_, and to be due _______ __, 20__ 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 $_______ aggregate principal amount of Bonds of
200_, Series __, which are to be issued after the execution and delivery of this
Eighty-Sixth 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 Eighty-Sixth 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,
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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.]
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DESCRIPTION OF MORTGAGED PROPERTY
PART I.
LAND.
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:
IN VIRGINIA
Recordation
Data
-----------
Grantor Recording Office Date of Deed Book No. Page
------- ---------------- ------------ -------- ----
IN [OTHER STATES]
Recordation
Data
-----------
Grantor Recording Office Date of Deed Book No. Page
------- ---------------- ------------ -------- ----
PART II.
FRANCHISES.
PART III.
ELECTRIC LINES AND SYSTEMS.
All electric lines and systems now owned by the Company, including those
described below:
Beginning Ending Length In Miles
--------- ------ ---------------
PART IV.
OTHER PROPERTY.
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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.]
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 200_, 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 200_, Series __, ___%, due ______ __, 20__ (the
Bonds of 200_, Series __).
There are to be authenticated and delivered $________ principal amount of
Bonds of 200_ Series __, and no further Bonds of 200_, Series __ shall be
authenticated and delivered
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except upon exchange or transfer pursuant to (S)1.11 of the Original Indenture.
The Bonds of 200_, Series __ shall be registered bonds, without coupons.
The Bonds of 200_, 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 Eighty-Sixth Supplemental Indenture (and in particular this
(S)1.01 and (S)1.04 hereof) for the Bonds of 200_, Series __.
Each Bond of 200_, 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 200_, Series __ shall be due on _______ __, 20__, 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 200_, Series __, shall be payable in lawful money of the United States of
America, at the office or agency of The Chase Manhattan Bank (National
Association), or its successor in trust under the Indenture, in New York, New
York. The 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 200_, 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 200_, 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 200_, 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 200_, 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 200_, 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 200_, Series __ of any authorized
denominations, of a like aggregate principal amount.
At the option of the registered holder, Bonds of 200_, Series __ may be
exchanged for other Bonds of 200_, Series ___ of any authorized denominations,
of a like aggregate principal amount, upon surrender of Bonds of 200_, Series __
to be exchanged at the office or agency of the Registrar. Whenever any Bonds of
200_, Series __ are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Bonds of 200_, Series __ which
the bondholder making the exchange is entitled to receive.
All Bonds of 200_, 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 200_, Series
__ surrendered upon such transfer or exchange.
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Every Bond of 200_, 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
200_, 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 200_, Series __.]
The Company shall not be required (a) to issue, transfer or exchange any
Bonds of 200_, 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 200_, Series __ and ending at the close of business on
the day of the mailing, or (b) to transfer or exchange any Bonds of 200_, 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 200_, Series __.
[(S)1.04. The Bonds of 200_, 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 200_, 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:
[TABLE]
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 200_, 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.]
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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.
[The Company shall not redeem, purchase or otherwise acquire for a
consideration any of the Bonds of 200_, 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 200_, 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
200_, 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 200_, 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 200_,
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 200_, 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 200_, 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 200_, 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.]
-10-
[Any provision of the Indenture or of the Bonds of 200_, 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 200_, 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 200_, Series __, then
outstanding, in case of the redemption in part only of the Bonds of 200_, Series
__, the 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 200_, 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 200_, 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 200_, 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 200_, Series __, for the purposes of the
Indenture.]
[As hereinabove used, the term "Underwriting Agreement" shall mean the
[several] Underwriting Agreement[s], [each] dated ______, 200_, 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 200_, 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 200_, 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 200_, Series ___
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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 leaving such funds, will give
a notice, to be given as in the case of a notice of redemption of Bonds of 200_,
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
200_, 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 Eighty-Sixth 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 200_, Series __ and of this Eighty-Sixth 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
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heretofore supplemented and modified, and this Eighty-Sixth Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
(S)[4].04. Although this Eighty-Sixth 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 Eighty-
Sixth 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
(NATIONAL ASSOCIATION),
[SEAL]
By
Vice President
Attest:
Assistant Secretary
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COMMONWEALTH OF VIRGINIA:)
) SS.:
CITY OF RICHMOND:)
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______, 200_:
(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 ______, 200_ have acknowledged the same before me in my City
aforesaid; and
(West Virginia) ______________, who signed the writing above and hereto
annexed 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
(North Carolina) ______________ 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]
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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 (NATIONAL
ASSOCIATION), 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 Virginia)__________, who signed the writing above and hereto annexed
bearing date on the ____ day of _______, ____ for THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), has in my said County, before me, acknowledged said
writing to be the act and deed of said corporation; and
(North Carolina) _____________ personally came before me and acknowledged
that he is Assistant Secretary of THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), 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]
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