THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS
OLD DOMINION ELECTRIC COOPERATIVE,
GRANTOR
TO
CRESTAR BANK,
TRUSTEE
--------------------
FIFTH SUPPLEMENTAL INDENTURE
Dated as of February 29, 1996
--------------------
Supplemental to the Indenture of Mortgage and Deed of Trust
dated as of May 1, 1992
A Mortgage of Both Real and Personal Property
THIS INSTRUMENT IS EXEMPT FROM RECORDATION TAX
PURSUANT TO VIRGINIA CODE SECTION 58.1 - 803.D.
FIFTH SUPPLEMENTAL INDENTURE
This FIFTH SUPPLEMENTAL INDENTURE, dated as of February 29,
1996 (the "Fifth Supplemental Indenture"), between OLD DOMINION ELECTRIC
COOPERATIVE, a not-for-profit wholesale power supply cooperative incorporated
under the laws of the Commonwealth of Virginia (the "Company"), as grantor,
having its chief executive office at Innsbrook Corporate Center, 0000 Xxxxxxxx
Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxxx 00000, and CRESTAR BANK, a Virginia banking
corporation, as trustee (the "Trustee"), as grantee, having its principal
corporate trust office at 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000.
WHEREAS, BY EXECUTION HEREOF, THE COMPANY CERTIFIES THAT THIS
FIFTH SUPPLEMENTAL INDENTURE IS EXEMPT FROM RECORDATION TAX PURSUANT TO VIRGINIA
CODE SECTION 58.1 - 803. D. SINCE (A) THE 1996 SERIES A INITIAL VALUE
(HEREINAFTER DEFINED) OF THE 1996 SERIES A BONDS HEREIN AUTHORIZED IS TO BE
ISSUED UPON THE BASIS OF THE RETIREMENT OF, AND IN REPLACEMENT OF, CERTAIN BONDS
HERETOFORE ISSUED BY THE COMPANY UNDER THE INDENTURE (AS HEREINAFTER DEFINED)
AND (B) THE 1996 SERIES B INITIAL VALUE (HEREINAFTER DEFINED) OF THE 1996 SERIES
B BONDS HEREIN AUTHORIZED IS TO BE ISSUED UPON THE BASIS OF THE RETIREMENT OF,
AND IN REPLACEMENT OF, SAID 1996 SERIES A BONDS AND CERTAIN OTHER BONDS
HERETOFORE ISSUED BY THE COMPANY UNDER THE INDENTURE; AND
WHEREAS, the Company has heretofore executed and delivered an
Indenture of Mortgage and Deed of Trust, dated as of May 1, 1992 (herein
sometimes called the "Original Indenture", and together with any indentures
supplemental thereto, hereinafter sometimes called the "Indenture"), to secure,
as provided therein, its bonds (in the Original Indenture and herein called the
"Bonds"), to be designated generally as its "First Mortgage Bonds," and to be
issued in one or more series as provided in the Original Indenture; and
WHEREAS, the Original Indenture was recorded among the land
records in the Counties of Halifax, Louisa, Spotsylvania and Orange, Virginia,
and a UCC Form 1 concerning the Original Indenture was recorded among the
financing statement records at the Virginia State Corporation Commission and the
Counties of Henrico, Halifax, Louisa, Spotsylvania and Orange, Virginia; and
WHEREAS, the Company has heretofore executed and delivered to
the Trustee its First Supplemental Indenture, dated as of August 1, 1992
(hereinafter called the "First Supplemental Indenture"), its Second Supplemental
Indenture, dated as of December 1, 1992 (hereinafter called the "Second
Supplemental Indenture"), its Third Supplemental Indenture, dated as of May 1,
1993 (hereinafter called the "Third Supplemental Indenture"), and its Fourth
Supplemental Indenture, dated as of December 15, 1994 (hereinafter called the
"Fourth Supplemental Indenture"), each of which, with the exception of the
Fourth Supplemental Indenture, provided for the creation of a new series of
First Mortgage Bonds; and
WHEREAS, the First Supplemental Indenture, the Second
Supplemental Indenture, the Third Supplemental Indenture, and the Fourth
Supplemental Indenture were recorded among the land records in the Counties of
Halifax, Louisa, Spotsylvania and Orange,
Virginia and UCC Forms 1 concerning each thereof were recorded among the
financing statement records at the Virginia State Corporation Commission and the
Counties of Henrico, Halifax, Louisa, Spotsylvania and Orange, Virginia, which
recording offices include all recording offices in which this Fifth Supplemental
Indenture will be recorded; and
WHEREAS, pursuant to the Original Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, there have been executed, authenticated, delivered and
issued and there are now outstanding First Mortgage Bonds of the series and in
the principal amount as follows:
PRINCIPAL PRINCIPAL
AMOUNT AMOUNT
SERIES ISSUED OUTSTANDING
7.27% First Mortgage $ 50,000,000 $ 33,334,000
Bonds, 1992 Series A,
Due December 1, 1997
7.97% First Mortgage 150,000,000 142,000,000
Bonds, 1992 Series A,
Due December 1, 2002
8.76% First Mortgage 350,000,000 301,200,000
Bonds, 1992 Series A,
Due December 1, 2022
First Mortgage Bonds, 1,203,638 0
1992 Series B, Due
September 15, 1992
First Mortgage Bonds, 1,203,637 0
1992 Series B, Due
December 15, 1992
First Mortgage Bonds, 1,203,637 0
1992 Series B, Due
March 15, 1993
First Mortgage Bonds, 1,203,638 0
1992 Series B, Due
June 15, 1993
First Mortgage Bonds, 1,203,638 0
1992 Series B, Due
September 15, 1993
2
First Mortgage Bonds, 1,203,637 0
1992 Series B, Due
December 15, 1993
First Mortgage Bonds, 392,375 0
1992 Series B, Due
March 15, 1994
First Mortgage Bonds, 392,376 0
1992 Series B, Due
June 15, 1994
First Mortgage Bonds, 392,376 0
1992 Series B, Due
September 15, 1994
First Mortgage Bonds, 392,376 0
1992 Series B, Due
December 15, 1994
First Mortgage Bonds, 392,375 0
1992 Series B, Due
March 15, 1995
First Mortgage Bonds, 392,376 0
1992 Series B, Due
June 15, 1995
First Mortgage Bonds, 392,376 0
1992 Series B, Due
September 15, 1995
First Mortgage Bonds, 392,376 0
1992 Series B, Due
December 15, 1995
First Mortgage Bonds, 392,375 392,375
1992 Series B, Due
March 15, 1996
First Mortgage Bonds, 392,376 392,376
1992 Series B, Due
June 15, 1996
3
First Mortgage Bonds, 392,376 392,376
1992 Series B, Due
September 15, 1996
First Mortgage Bonds, 392,376 392,376
1992 Series B, Due
December 15, 1996
4.90% First Mortgage 1,025,000 1,025,000
Bonds, 1992 Series C,
Due December 1, 1997
5.20% First Mortgage 1,075,000 1,075,000
Bonds, 1992 Series C,
Due December 1, 1998
5.40% First Mortgage 1,130,000 1,130,000
Bonds, 1992 Series C,
Due December 1, 1999
5.50% First Mortgage 1,190,000 1,190,000
Bonds, 1992 Series C,
Due December 1, 2000
5.70% First Mortgage 1,255,000 1,255,000
Bonds, 1992 Series C,
Due December 1, 2001
5.90% First Mortgage 1,330,000 1,330,000
Bonds, 1992 Series C,
Due December 1, 2002
6.00% First Mortgage 1,405,000 1,405,000
Bonds, 1992 Series C,
Due December 1, 2003
6.10% First Mortgage 1,495,000 1,495,000
Bonds, 1992 Series C,
Due December 1, 2004
6.35% First Mortgage 5,060,000 5,060,000
Bonds, 1992 Series C,
Due December 1, 2007
4
6.50% First Mortgage 10,845,000 10,845,000
Bonds, 1992 Series C,
Due December 1, 2012
6.00% First Mortgage 34,400,000 34,400,000
Bonds, 1992 Series C,
Due December 1, 2022
7.48% First Mortgage 130,000,000 129,000,000
Bonds, 1993 Series A,
Due December 1, 2013
7.78% First Mortgage 120,000,000 120,000,000
Bonds, 1993 Series A,
Due December 1, 2023
WHEREAS, on December 1, 1995, the Company entered into that
certain Summary of Terms and Conditions for Lease of Clover Unit No. 1 and
Common Facilities to the Company pursuant to which the Company agreed to proceed
with the negotiation of a lease-leaseback transaction with respect to
the Company's undivided interest in Clover Unit 1 and certain Common Facilities
(the "Transaction"), with the object of availing itself of some of the tax
benefits associated with owning depreciable property; and
WHEREAS, in connection with the Transaction, the Company
anticipates entering into a Participation Agreement, dated as of February 29,
1996 (the "Participation Agreement"), among itself, State Street Bank and Trust
Company, a state-chartered trust company organized and existing under the laws
of the Commonwealth of Massachusetts, as Owner Trustee, First Union National
Bank of Florida, a national banking association, as Owner Participant and
Utrecht-America Finance Co., a Delaware corporation, as Agent and Lender, which
Participation Agreement contemplates, among other things, that the Company will
enter into and satisfy the obligations created by the Operative Documents as
such term is defined in Appendix A thereto (all capitalized terms utilized
herein and not otherwise defined herein having the meanings assigned in the
Indenture or if not defined in the Indenture, having the meanings assigned in
said Appendix A); and
WHEREAS, pursuant to the Participation Agreement, the Company
is required to place a deposit with a financial institution or purchase bonds of
institutions having a certain minimum financial rating, the payments under which
are sufficient to pay certain obligations of the Company pursuant to the
Equipment Operating Lease and the Foundation Operating Lease; and
WHEREAS, the Owner Participant has agreed to allow the Company
to issue and pledge Bonds in satisfaction of its obligations pursuant to the
Participation Agreement and the Pledge Agreement; and
5
WHEREAS, prior to the date hereof, the Company has repurchased
and is holding Thirty Million Dollars ($30,000,000) of the Company's 8.76% First
Mortgage Bonds, 1992 Series A, due December 1, 2022 (the "8.76% Bonds"), to be
used for the purpose of accommodating a refinancing of its debt; and
WHEREAS, the Board of Directors of the Company has established
a new series of Bonds to be designated First Mortgage Bonds, 1996 Series A (the
"1996 Series A Bonds"), which Bonds are to be issued to the Company and pledged
to, and held by, the Owner Trustee solely as security for the Company's
obligation to pay Basic Rent, Termination Value and the Purchase Option Price
under the Equipment Operating Lease as contemplated by the Participation
Agreement and the Pledge Agreement (such amounts being referred to hereinafter
as the "Secured Claims"), and for which purpose the Board of Directors of the
Company has authorized an issue of twenty-five million five hundred sixty-five
thousand nine hundred sixty-one and 82/100 Dollars ($25,565,961.82) in principal
amount thereof, and the Company has complied or will comply with all provisions
required to issue additional Bonds provided for in the Original Indenture; and
WHEREAS, the 1996 Series A Bonds are to be authenticated and
delivered upon the basis of the retirement of, and in replacement of, a portion
of the 8.76% Bonds, in accordance with Section 5.03 of the Original Indenture;
and
WHEREAS, the Board of Directors of the Company has established
a new series of Bonds to be designated First Mortgage Bonds, 1996 Series B (the
"1996 Series B Bonds"), which Bonds are to be issued to the Company, on or prior
to the Stated Maturity of the 1996 Series A Bonds and upon the basis of the
retirement thereof, and in replacement thereof, to be pledged to, and held by,
the Owner Trustee solely as security for the Company's obligation to pay the
Secured Claims and for which purpose the Board of Directors of the Company has
authorized such issue in a principal amount equal to the aggregate of the
amounts to be paid by the Company to or on behalf of the Owner Participant
pursuant to the Operative Documents in respect of the Basic Rent, the Basic
Foundation Rent, the Purchase Option Price and the Foundation Purchase Option
Price, and maturing on the respective due dates of such amounts, and the Company
has complied or will comply with all provisions required to issue additional
Bonds provided for in the Original Indenture; and
WHEREAS, the 1996 Series B Bonds are to be authenticated and
delivered (i) in part, upon the basis of the retirement of, and in replacement
of, the 1996 Series A Bonds, in accordance with Section 5.03 of the Original
Indenture and (ii) in part, upon the basis of the retirement of, and in
replacement of, a portion of the 8.76% Bonds in accordance with Section 5.03 of
the Original Indenture; and
WHEREAS, the Company desires to execute and deliver this Fifth
Supplemental Indenture, in accordance with the provisions of the Original
Indenture, for the purposes, among others, of providing for the creation of two
new series of Bonds, designating the series to be created and specifying the
form and provisions of the bonds of such series; and
6
WHEREAS, all acts and proceedings required by law and by the
Articles of Incorporation and Bylaws of the Company necessary to secure the
payment of the principal of and interest on the 1996 Series A Bonds and the 1996
Series B Bonds, to make the 1996 Series A Bonds and the 1996 Series B Bonds to
be issued hereunder, when executed by the Company, authenticated and delivered
by the Trustee and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding mortgage for the
security of all of the Bonds, in accordance with its and their terms, have been
done and taken; and the execution and delivery of this Fifth Supplemental
Indenture has been in all respects duly authorized;
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH,
that, to secure the payment of the principal of (and premium, if any) and
interest on the Outstanding Secured Bonds, to confirm the lien of the Original
Indenture upon the Trust Estate mentioned therein including all property
purchased, constructed or otherwise acquired by the Company since the date of
execution of the Original Indenture and to secure performance of the covenants
therein and herein contained and to declare the terms and conditions on which
the Outstanding Secured Bonds are secured, and in consideration of the premises
thereof and hereof, the Company by these presents does grant, bargain, sell,
alienate, remise, release, convey, assign, transfer, mortgage, hypothecate,
pledge, set over and confirm to the Trustee, in trust, all property, rights,
privileges and franchises (other than Excepted Property) of the Company of the
character described in the Granting Clauses of the Original Indenture, including
all such property, rights, privileges and franchises acquired since the date of
execution of the Original Indenture, including, without limitation, all of those
fee and leasehold interests in real property, if any, which may hereafter be
constructed or acquired by it, but subject to all exceptions, reservations and
matters of the character therein referred to, and expressly excepting and
excluding from the lien and operation of the Indenture all properties of the
character specifically excepted by Subdivisions A through K of "Excepted
Property" in the Original Indenture to the extent contemplated thereby, and all
property heretofore released or otherwise disposed of pursuant to the provisions
of the Original Indenture.
PROVIDED, HOWEVER, that (i) if, upon the occurrence of an
Event of Default (as defined in Section 1.01 of the Original Indenture), the
Trustee, or any separate trustee or co-trustee appointed under Section 10.14 of
the Original Indenture or any receiver appointed pursuant to statutory provision
or order of court, shall have entered into possession of all or substantially
all of the Trust Estate, all the Excepted Property described or referred to in
Subdivisions A through G, inclusive, of "Excepted Property" in the Original
Indenture then owned or thereafter acquired by the Company shall immediately,
and, in the case of any Excepted Property described or referred to in
Subdivisions H through J, inclusive, of "Excepted Property" in the Original
Indenture, upon demand of the Trustee or such other trustee or receiver, become
subject to the lien of the Original Indenture to the extent permitted by law,
and the Trustee or such other trustee or receiver may, to the extent permitted
by law, at the same time likewise take possession thereof, and (ii) whenever all
Events of Default shall have been cured and the possession of all or
substantially all of the Trust Estate shall have been restored to the Company,
such Excepted Property shall again be excepted and excluded from the lien of the
Original Indenture to the extent and otherwise as hereinabove set forth and as
set forth in the Original Indenture.
7
The Company may, however, pursuant to Granting Clause Third of
the Original Indenture, subject to the lien of the Original Indenture any
Excepted Property, whereupon the same shall cease to be Excepted Property.
TO HAVE AND TO HOLD all said property, rights, privileges and
franchises of every kind and description, real, personal or mixed, hereby and
hereafter (by Supplemental Indenture or otherwise) granted, bargained, sold,
alienated, remised, released, conveyed, assigned, transferred, mortgaged,
hypothecated, pledged, set over or confirmed as aforesaid, or intended, agreed
or covenanted so to be, together with all the appurtenances thereto appertaining
unto the Trustee and its successors and assigns forever.
SUBJECT, HOWEVER, to (i) Permitted Encumbrances (as defined in
Section 1.01 of the Original Indenture), (ii) to the extent permitted by Section
14.06 of the Original Indenture, as to property acquired since the date of
execution of the Original Indenture, (a) any duly recorded or perfected prior
mortgage or other lien that may exist thereon at the date of the acquisition
thereof by the Company, and (b) purchase money mortgages created by the Company
at the time of acquisition thereof, and (iii) defects of title to and
encumbrances on property existing on the date hereof.
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate
benefit and security of the Holders from time to time of all the Outstanding
Secured Bonds without any priority of any such Bond over and other such Bond and
for the enforcement of the payment of such Bonds in accordance with their terms.
UPON CONDITION that, until the happening of an Event of
Default and subject to the provisions of Article Six of the Original Indenture,
the Company shall be permitted to possess and use the Trust Estate, except cash,
securities and other personal property deposited, or required to be deposited,
with the Trustee and to explore for, mine, extract and dispose of coal, ore,
gas, oil and other minerals, to harvest standing timber and to receive and use
the rents, issues, profits, revenues and other income, products and proceeds of
the Trust Estate.
AND IT IS HEREBY COVENANTED AND DECLARED that all the Bonds
are to be authenticated and delivered and the Trust Estate is to be held and
applied by the Trustee, subject to the further covenants, conditions and trusts
set forth in the Original Indenture, and the Company does hereby covenant and
agree to and with the Trustee, for the equal and proportionate benefit of all
Holders of the Bonds as follows:
ARTICLE ONE
BONDS OF THE 1996 SERIES A AND CERTAIN
PROVISIONS RELATING THERETO
SECTION 1.01. TERMS OF THE 1996 SERIES A BONDS. There shall be
hereby established a series of Bonds, known as and entitled "First Mortgage
Bonds, 1996 Series A" (herein referred to as the "1996 Series A Bonds") and the
form thereof shall be substantially as
8
set forth in Section 3.01. The aggregate principal amount of the 1996 Series A
Bonds which may be authenticated and delivered and Outstanding at any one time
is limited to twenty-five million five hundred sixty-five thousand nine hundred
sixty-one and 82/100 Dollars ($25,565,961.82). The Trustee is hereby appointed
as Authenticating Agent for the 1996 Series A Bonds. The 1996 Series A Bonds are
hereby declared to be "Original Issue Discount Bonds", as such term is defined
in Section 1.01 of the Original Indenture.
The 1996 Series A Bonds shall be issuable in fully registered
form without coupons and in denominations necessary to issue Bonds in the
required principal amounts. Each 1996 Series A Bond shall be dated the date of
its authentication. The 1996 Series A Bonds shall mature on February 28, 1997.
Except in the event that the principal of the 1996 Series A
Bonds shall not be paid at maturity or shall be declared due and payable in the
manner and with the effect provided in Section 9.02 of the Indenture, the 1996
Series A Bonds shall not bear interest. In the event that the principal of the
1996 Series A Bonds shall not be paid at maturity or shall be declared due and
payable in the manner and with the effect provided in Section 9.02 of the
Indenture, the 1996 Series A Bonds shall bear interest on the amount of the 1996
Series A Accreted Value (hereinafter defined) thereof as of their Stated
Maturity or the date of such declaration, as the case may be, at the rate per
annum of 7.06%, compounded on February 28, 1997 and annually on the 5th day of
January of each year thereafter, computed on the basis of a year consisting of
twelve 30-day months. Any such interest shall be payable concurrently with the
payment of the principal of such Bonds.
The 1996 Series A Bonds shall be issued to and registered in
the name of the Company and, upon their issuance, shall be pledged to, and held
by, the Owner Trustee pursuant to the Pledge Agreement, solely as security for
the Company's obligation to pay the Secured Claims.
The 1996 Series A Bonds shall be lettered "A" and numbered
from 1 consecutively upwards in order of issuance hereunder.
All payments and prepayments under the 1996 Series A Bonds
shall be made in lawful money of the United States of America to such address or
account as the Holders thereof shall direct, from time to time, by written
notice to the Company and the Trustee.
The 1996 Series A Bonds are redeemable prior to their Stated
Maturity at any time in whole or in part at the option of the Company without
the payment of any penalty or premium. Upon the optional redemption of any 1996
Series A Bond (or portion thereof), the Company shall pay to the Holder thereof
the 1996 Series A Accreted Value of such Bond or portion thereof being redeemed,
determined as provided below.
In the event of an optional redemption of the 1996 Series A
Bonds, the Company shall cause notice of such redemption to be given to the
Holders of the Bonds to be redeemed at their addresses as the same shall last
appear upon the Bond Register at least one day prior to the date fixed for
redemption.
9
In the event of a partial optional redemption of the 1996
Series A Bonds, a new Bond for the unredeemed portion will be issued in the name
of the applicable Holder upon cancellation of such partially redeemed Bond.
Except as provided in the next sentence, for purposes of
Section 9.22 of the Original Indenture and for all other purposes under the
Indenture, the "principal amount" of any 1996 Series A Bond shall be its then
current 1996 Series A Accreted Value. Notwithstanding the foregoing, for the
purpose of serving as the basis for authenticating and delivering additional
Bonds under Section 5.03 of the Original Indenture, the "principal amount" of
any 1996 Series A Bond shall be the 1996 Series A Initial Value (hereinafter
defined).
"1996 Series A Accreted Value" shall mean, as of any date of
computation with respect to any 1996 Series A Bond, an amount equal to the sum
of (a) the 1996 Series A Initial Value thereof and (b) the portion of the
difference (hereinafter referred to as the "1996 Series A Original Issue
Discount") between the principal amount of such Bond and such 1996 Series A
Initial Value accrued on such Bond from the date of original issuance of the
1996 Series A Bonds to February 28, 1997 and on the 5th day of January
(hereinafter, an "Annual Compounding Date") next preceding the date of
computation or the date of computation if an Annual Compounding Date, such 1996
Series A Original Issue Discount to accrue at the rate per annum of 7.06%,
compounded annually on each Annual Compounding Date, plus, if such date of
computation shall not be an Annual Compounding Date, a portion of the difference
between the 1996 Series A Accreted Value of such 1996 Series A Bond as of the
immediately preceding Annual Compounding Date (or the date of original issuance
of the 1996 Series A Bonds if the date of computation is prior to the first
Annual Compounding Date succeeding such date of original issuance) and the 1996
Series A Accreted Value of such 1996 Series A Bond as of the immediately
succeeding Annual Compounding Date, calculated based upon an assumption that
1996 Series A Original Issue Discount accrues in equal daily amounts on the
basis of a year consisting of twelve 30-day months.
"1996 Series A Initial Value" shall mean $23,884,406.70, which
shall equal approximately $934.23 for each $1,000 of the principal amount
thereof.
SECTION 1.02. AUTHENTICATION AND DELIVERY OF 1996 SERIES A
BONDS. The 1996 Series A Bonds shall be authenticated and delivered upon the
basis of the retirement of, and in replacement of, a portion of the 8.76% Bonds,
in accordance with Section 5.03 of the Original Indenture. Accordingly, the
Trustee shall authenticate and deliver the 1996 Series A Bonds if, and only if,
in addition to the other terms and conditions set forth in Article V of the
Original Indenture, there shall be surrendered to the Trustee for retirement in
accordance with the terms of the Indenture $23,885,000.00 in aggregate principal
amount of 8.76% Bonds.
10
ARTICLE TWO
BONDS OF THE 1996 SERIES B AND CERTAIN
PROVISIONS RELATING THERETO
SECTION 2.01. TERMS OF THE 1996 SERIES B BONDS. There shall be
hereby established a series of Bonds, known as and entitled "First Mortgage
Bonds, 1996 Series B" (herein referred to as the "1996 Series B Bonds") and the
form thereof shall be substantially as set forth in Section 3.01. The aggregate
principal amount of the 1996 Series B Bonds which may be authenticated and
delivered and Outstanding at any one time is limited to one hundred nine
million, one hundred eighty-two thousand nine hundred thirty-seven and 38/100
Dollars ($109,182,937.38). The Trustee is hereby appointed as Authenticating
Agent for the 1996 Series B Bonds. The 1996 Series B Bonds are hereby declared
to be "Original Issue Discount Bonds", as such term is defined in Section 1.01
of the Original Indenture.
The 1996 Series B Bonds shall be issuable in fully registered
form without coupons and in denominations necessary to issue Bonds in the
required principal amounts. Each 1996 Series B Bond shall be dated the date of
its authentication. The 1996 Series B Bonds shall mature on the dates and in the
respective principal amounts shown below:
Maturity Date Amount
January 5, 1998 $ 581,031.85
April 15, 2018 10,649,541.31
June 15, 2018 32,650,788.06
September 15, 2018 32,650,788.06
December 15, 2018 32,650,788.10
Except in the event that the principal of the 1996 Series B
Bonds shall not be paid at maturity or shall be declared due and payable in the
manner and with the effect provided in Section 9.02 of the Indenture, the 1996
Series B Bonds shall not bear interest. In the event that the principal of the
1996 Series B Bonds shall not be paid at maturity or shall be declared due and
payable in the manner and with the effect provided in Section 9.02 of the
Indenture, the 1996 Series B Bonds shall bear interest on the amount of the 1996
Series B Accreted Value (hereinafter defined) thereof as of their Stated
Maturity or the date of such declaration, as the case may be, at the rate per
annum of 7.06%, compounded on February 28, 1997 and annually on the 5th day of
January of each year thereafter, computed on the basis of a year consisting of
twelve 30-day months. Any such interest shall be payable concurrently with the
payment of the principal of such Bonds.
The 1996 Series B Bonds shall be issued to and registered in
the name of the Company and, upon their issuance, shall be pledged to, and held
by, the Owner Trustee pursuant to the Pledge Agreement, solely as security for
the Company's obligation to pay the Secured Claims.
11
The 1996 Series B Bonds shall be lettered "B" and numbered
from 1 consecutively upwards in order of maturity on original issuance (with
1996 Series B Bonds having the same date of maturity being numbered
consecutively upward in order of issuance) and in order of issuance thereafter.
All payments and prepayments under the 1996 Series B Bonds
shall be made in lawful money of the United States of America to such address or
account as the Holders thereof shall direct, from time to time, by written
notice to the Company and the Trustee.
The 1996 Series B Bonds are redeemable prior to their Stated
Maturity at any time in whole or in part at the option of the Company without
the payment of any penalty or premium. Upon the optional redemption of any 1996
Series B Bond (or portion thereof), the Company shall pay to the Holder thereof
the 1996 Series B Accreted Value of such Bond or portion thereof being redeemed,
determined as provided below.
In the event of an optional redemption of the 1996 Series B
Bonds, the Company shall cause notice of such redemption to be given to the
Holders of the Bonds to be redeemed at their addresses as the same shall last
appear upon the Bond Register at least one day prior to the date fixed for
redemption.
In the event of a partial optional redemption of the 1996
Series B Bonds, a new Bond for the unredeemed portion will be issued in the name
of the applicable Holder upon cancellation of such partially redeemed Bond.
Except as provided in the next sentence, for purposes of
Section 9.22 of the Original Indenture and for all other purposes under the
Indenture, the "principal amount" of any 1996 Series B Bond shall be its then
current 1996 Series B Accreted Value. Notwithstanding the foregoing, for the
purpose of serving as the basis for authenticating and delivering additional
Bonds under Section 5.03 of the Original Indenture, the "principal amount" of
any 1996 Series B Bond shall be the 1996 Series B Initial Value (hereinafter
defined).
"1996 Series B Accreted Value" shall mean, as of any date of
computation with respect to any 1996 Series B Bond, an amount equal to the sum
of (a) the 1996 Series B Initial Value thereof and (b) the portion of the
difference (hereinafter referred to as the "1996 Series B Original Issue
Discount") between the principal amount of such Bond and such 1996 Series B
Initial Value accrued on such Bond from the date of original issuance of the
1996 Series B Bonds to the Annual Compounding Date next preceding the date of
computation or the date of computation if an Annual Compounding Date, such 1996
Series B Original Issue Discount to accrue at the rate per annum of 7.06%,
compounded on February 28, 1997 and annually thereafter on each Annual
Compounding Date, plus, if such date of computation shall not be an Annual
Compounding Date, a portion of the difference between the 1996 Series B Accreted
Value of such 1996 Series B Bond as of the immediately preceding Annual
Compounding Date (or the date of original issuance of the 1996 Series B Bonds if
the date of computation is prior to the first Annual Compounding Date succeeding
such date of original issuance) and the 1996 Series B Accreted Value of such
1996 Series B Bond as of the immediately succeeding Annual Compounding Date,
calculated based upon an assumption that 1996 Series B Original Issue
12
Discount accrues in equal daily amounts on the basis of a year consisting of
twelve 30-day months.
"1996 Series B Initial Value" shall mean the 1996 Series A
Accreted Value for all of the 1996 Series A Bonds as of the date of original
issuance of the 1996 Series B Bonds, as certified to the Trustee by the Company,
which certification shall contain a dollar value for each $1,000 of principal
amount thereof.
SECTION 2.02. AUTHENTICATION AND DELIVERY OF 1996 SERIES B
BONDS. The 1996 Series B Bonds shall be authenticated and delivered (i) in part,
upon the basis of the retirement of, and in replacement of, the 1996 Series A
Bonds, in accordance with Section 5.03 of the Original Indenture and (ii) in
part, upon the basis of the retirement of, and in replacement of, a portion of
the 8.76% Bonds, in accordance with Section 5.03 of the Original Indenture. The
Company shall deliver a Company Order to the Trustee with respect to the
authentication and delivery of the 1996 Series B Bonds only upon receipt by the
Company of an order by the Federal Energy Regulatory Commission pursuant to
Section 204(a) of the Federal Power Act (hereinafter referred to as the "Section
204(a) order") authorizing the issuance of the 1996 Series B Bonds, and the
Company hereby covenants and agrees that it shall deliver such Company Order to
the Trustee as promptly as practicable following receipt by the Company of such
Section 204(a) order. Accordingly, the Trustee shall authenticate and deliver
the 1996 Series B Bonds if, and only if, in addition to the other terms and
conditions set forth in Article V of the Original Indenture, the following
conditions shall be satisfied:
(a) there shall be surrendered to the Trustee for retirement
in accordance with the terms of the Indenture the 1996 Series A Bonds;
and
(b) there shall be, or will have been previously, surrendered
to the Trustee for retirement in accordance with the terms of the
Indenture 8.76% Bonds in a principal amount equal to the difference
between (1) the 1996 Series A Accreted Value with respect to all of the
1996 Series A Bonds (calculated as of the date of original issuance of
the 1996 Series B Bonds) and (2) the 1996 Series A Initial Value with
respect to all of the 1996 Series A Bonds.
ARTICLE THREE
ADDITIONAL PROVISIONS RELATING TO THE 1996 SERIES A
AND 1996 SERIES B BONDS
SECTION 3.01. FORM OF 1996 SERIES A AND 1996 SERIES B BONDS.
The 1996 Series A Bonds and the 1996 Series B Bonds and the Trustee's
authentication certificate to be executed on the Bonds of said series shall be
substantially in the following form, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
the Original Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules
13
of any securities exchange or as may, consistently herewith, be determined by
the Officers executing such Bonds, as evidenced by their execution of such
Bonds:
FORM OF 1996 SERIES A AND
1996 SERIES B BONDS
FINANCIAL GUARANTY INSURANCE POLICY NO. __________ (THE "POLICY") WITH
RESPECT TO PAYMENTS DUE FOR PRINCIPAL OF AND INTEREST ON THIS BOND HAS
BEEN ISSUED BY AMBAC INDEMNITY CORPORATION ("AMBAC INDEMNITY"). THE
POLICY HAS BEEN DELIVERED TO THE UNITED STATES TRUST COMPANY OF NEW
YORK, NEW YORK, NEW YORK, AS THE INSURANCE TRUSTEE UNDER SAID POLICY
AND WILL BE HELD BY SUCH INSURANCE TRUSTEE OR ANY SUCCESSOR INSURANCE
TRUSTEE. THE POLICY IS ON FILE AND AVAILABLE FOR INSPECTION AT THE
PRINCIPAL OFFICE OF THE INSURANCE TRUSTEE AND A COPY THEREOF MAY BE
SECURED FROM AMBAC INDEMNITY OR THE INSURANCE TRUSTEE. ALL PAYMENTS
REQUIRED TO BE MADE UNDER THE POLICY SHALL BE MADE IN ACCORDANCE WITH
THE PROVISIONS THEREOF. THE OWNER OF THIS BOND ACKNOWLEDGES AND
CONSENTS TO THE SUBROGATION RIGHTS OF AMBAC INDEMNITY AS MORE FULLY SET
FORTH IN THE POLICY.
THIS FIRST MORTGAGE BOND, [1996 SERIES A/1996 SERIES B] HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED
WITHOUT REGISTRATION UNDER SUCH ACT OR IN RELIANCE UPON AN APPLICABLE
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE UNITED STATES INTERNAL
REVENUE CODE, THE ISSUE PRICE OF THIS BOND IS % OF ITS PRINCIPAL
AMOUNT, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THIS BOND IS % OF ITS
PRINCIPAL AMOUNT, THE ISSUE DATE IS _________________, AND THE YIELD TO
MATURITY IS ___________ FOR UNITED STATES FEDERAL INCOME TAX PURPOSES.
14
OLD DOMINION ELECTRIC COOPERATIVE
FIRST MORTGAGE BOND, [1996 SERIES A/1996 SERIES B]
No. __ $__________
Stated Maturity: ______ __, ____
Old Dominion Electric Cooperative, a Virginia power supply
cooperative (herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to ____________________, or registered assigns, the
principal amount of __________ DOLLARS ($__________) on___________, ____.
Except in the event that the principal of this Bond shall not be paid at
the Stated Maturity or shall be declared due and payable in the manner and with
the effect provided in the Indenture, the principal amount of this Bond shall
not bear interest. In the event that the principal of this Bond shall not be
paid at Stated Maturity or shall be declared due and payable in the manner and
with the effect provided in the Indenture, this Bond shall bear interest on the
amount of the [1996 Series A Accreted Value/1996 Series B Accreted Value]
(hereinafter referred to) hereof as of the date of the Stated Maturity or the
date of such declaration, as the case may be, at the rate per annum of ____%,
compounded on February 28, 1997 and annually on the 5th day of January of each
year thereafter, computed on the basis of a year consisting of twelve 30-day
months. Any such interest shall be payable concurrently with the payment of the
principal of this Bond.
Payments on this Bond will be made as set forth on the reverse hereof.
Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual signature, this
Bond shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Bond to be duly
executed.
Dated:
OLD DOMINION ELECTRIC COOPERATIVE
By_________________________________
Name:
Title:
ATTEST:
------------------------------
Name:
Title:
15
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds of the series designated therein
referred to in the within-mentioned Indenture.
CRESTAR BANK, a Virginia banking corporation,
as Trustee
By_________________________________________
Authorized Signatory
[Reverse of Bond]
This Bond is one of a duly authorized issue of Bonds of the
Company designated as its "First Mortgage Bonds" (herein called the "Bonds"),
issued and to be issued in one or more series (which may have varying terms)
under, and all equally and ratably secured by, an Indenture of Mortgage and Deed
of Trust, dated as of May 1, 1992 (herein called the "Indenture"), between the
Company and Crestar Bank, as trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
Indentures supplemental thereto reference is hereby made for a statement of the
description of the properties thereby mortgaged, pledged and assigned, the
nature and extent of the security and the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Bonds and of the terms upon which the Bonds are, and are to be,
authenticated and delivered. This Bond is one of the series and has the Stated
Maturity designated on the face hereof, limited in aggregate principal amount to
$__________.
All payments and prepayments hereunder (except a payment or
prepayment that discharges all indebtedness of the Company under this Bond)
shall be made without presentment, demand, protest or notice of dishonor, all of
which are expressly waived, to such address or account as the Holder hereof
shall direct, from time to time, by written notice to the Company and the
Trustee. All payments and prepayments hereunder shall be in lawful money of the
United States of America.
This Bond is redeemable prior to its Stated Maturity at any
time in whole or in part at the option of the Company without the payment of any
penalty or premium. Upon the optional redemption of this Bond (or a portion
hereof), the Company shall pay to the Holder the [1996 Series A Accreted
Value/1996 Series B Accreted Value] (as such term is defined in the Fifth
Supplemental Indenture between the Company and the Trustee dated as of February
29, 1996 (the "Fifth Supplemental Indenture")) of this Bond or the portion
hereof being redeemed.
In the event of an optional redemption of the Bonds of this
series, the Company shall cause notice of such redemption to be given to the
Holder of such Bonds to be redeemed at its address as the same shall last appear
upon the Bond Register at least one day prior to the date fixed for redemption.
16
In the event of redemption of this Bond in part only, a new
Bond or Bonds of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
Except as provided in the next sentence, for purposes of
Section 9.22 of the Indenture and for all other purposes under the Indenture,
the "principal amount" of any Bonds of this series shall be its then current
[1996 Series A Accreted Value/1996 Series B Accreted Value]. Notwithstanding the
foregoing, for the purpose of serving as the basis for authenticating and
delivering additional Bonds under Section 5.03 of the Indenture, the "principal
amount" of any Bonds of this series shall be the [1996 Series A Initial
Value/1996 Series B Initial Value] (as such term is defined in the Fifth
Supplemental Indenture) thereof, which shall be equal to approximately
$__________ per $1,000 principal amount of such Bond.
If an Event of Default with respect to Bonds of this series
shall occur and be continuing, an amount of principal of Bonds of this series
may be declared due and payable in the manner and with the effect provided in
the Indenture. Such amount shall be equal to the [1996 Series A Accreted
Value/1996 Series B Accreted Value] of this Bond as of the date of such
declaration. Upon payment (i) of the amount of principal so declared due and
payable and (ii) of interest on any principal so declared due and payable and
overdue at the rate per annum of ____%, compounded on February 28, 1997 and
annually on the 5th day of January of each year thereafter, computed on the
basis of a year consisting of twelve 30-day months (to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of Bonds of this series
shall terminate.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of Bonds under the
Indenture at any time by the Company with the consent of the Holders of a
majority in aggregate principal amount of Bonds of all series at the time
outstanding affected by such modification. The Indenture also contains
provisions permitting the Holders of a majority in principal amount of Bonds at
the time outstanding, on behalf of the Holders of all Bonds, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Bond shall be conclusive and binding upon such Holder and
upon all future Holders of this Bond and of any Bond issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Bond.
Notwithstanding the foregoing, if not in default in respect of
any of its obligations with respect to Credit Enhancement for the Bonds of a
series, or a maturity within a series, the Credit Enhancer for, and not the
actual Holders of, such Bonds, shall be deemed to be the Holder of such Bonds at
all times for the purpose of (i) giving any approval or consent to the
effectiveness of any Supplemental Indenture or any amendment, change or
modification of the Indenture which requires the written approval or consent of
Holders; PROVIDED, HOWEVER, that the provisions of this Clause (i) shall not
apply to any change which could not be made pursuant to Section 13.02 of the
Indenture without the consent of each Holder affected thereby, or shall change
or modify any of the rights or obligations of the Trustee or any Paying Agent
without
17
its written assent thereto, and (ii) giving any approval or consent, effecting
any waiver or authorization, exercising any remedies or taking any other action
in accordance with the provisions of Article Nine of the Indenture. In
accordance with the provisions of the Indenture, AMBAC Indemnity Corporation has
been designated as the Credit Enhancer for the Bonds of this series.
No reference herein to the Indenture and no provision of this
Bond or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this Bond at the times, places and rates, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Bond is registrable in the
Bond Register, upon surrender of this Bond for registration of transfer at the
office or agency maintained by the Bond Registrar in Richmond, Virginia, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of this series, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Bonds of this series are issuable only in registered form
without coupons and in denominations necessary to issue Bonds of this series in
the required principal amounts. As provided in the Indenture and subject to
certain limitations therein set forth, Bonds of this series are exchangeable for
a like aggregate principal amount of Bonds of this series of a different
authorized denomination, but of the same Stated Maturity, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Bond for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, whether or not this Bond be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Bond which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
(Form of Assignment)
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or type Name and Address, including postal zip code of Transferee)
the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
________________________________________________________________________________
Attorney to transfer said Xxxx on the books kept for the registration thereof,
with full power of substitution in the premises.
Dated: _____________________________
------------------------------------
Registered Owner
18
NOTICE: The signature above must correspond
with the name of the Registered Owner as it
appears on the front of this Bond in every
particular, without alteration or enlargement
or any change whatsoever.
SIGNATURE GUARANTEE
(The signature of the transferor of this
Bond must be guaranteed by an institution
participating in the Securities Transfer Agent
Medallion Program ("STAMP") or similar
program.)
(End of Form of Assignment)
SECTION 3.02. DESIGNATION OF AMBAC INDEMNITY CORPORATION AS
CREDIT ENHANCER FOR THE 1996 SERIES A AND 1996 SERIES B BONDS. In accordance
with the provisions of the Original Indenture, AMBAC Indemnity Corporation is
hereby designated as the "Credit Enhancer" for the 1996 Series A Bonds and the
1996 Series B Bonds, as such term is defined in Section 1.01 of the Original
Indenture.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01. This Fifth Supplemental Indenture is executed
and shall be construed as an indenture supplemental to the Original Indenture,
and shall form a part thereof, and the Original Indenture, as heretofore
supplemented and as hereby supplemented, is hereby confirmed.
SECTION 4.02. All recitals in this Fifth Supplemental
Indenture are made by the Company only and not by the Trustee; and all of the
provisions contained in the Original Indenture, in respect of the rights,
privileges, immunities, powers and duties of the Trustee shall be applicable in
respect hereof as fully and with like effect as if set forth herein in full.
SECTION 4.03. Whenever in this Fifth Supplemental Indenture
any of the parties hereto is named or referred to, this shall, subject to the
provisions of Articles Ten and Twelve of the Original Indenture, be deemed to
include the successors and assigns of such party, and all the covenants and
agreements in this Fifth Supplemental Indenture contained by or on behalf of the
Company, or by or on behalf of the Trustee, shall, subject as aforesaid, bind
and inure to the respective benefits of the respective successors and assigns of
such parties, whether so expressed or not.
SECTION 4.04. Nothing in this Fifth Supplemental Indenture,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, any separate trustee or co-trustee appointed under
Section 10.14 of the Original Indenture and the Holders of Outstanding Secured
Bonds, any benefit or any legal or equitable right, remedy or claim under this
Fifth Supplemental Indenture.
SECTION 4.05. This Fifth Supplemental Indenture may be
executed in several counterparts, each of such counterparts shall for all
purposes be deemed an original, and all such counterparts, or as many of them as
the Company and the Trustee shall preserve undestroyed, shall together
constitute but one and the same instrument.
SECTION 4.06. Although this Fifth Supplemental Indenture is
dated for convenience and for the purpose of reference as of February 29, 1996,
the actual date or dates of execution by the Company and by the Trustee are as
indicated by their respective acknowledgements hereto annexed.
19
SECTION 4.07. To the extent permitted by applicable law, this
Fifth Supplemental Indenture shall be deemed to be a Security Agreement and
Financing Statement whereby the Company grants to the Trustee a security
interest in all of the Trust Estate that is personal property or fixtures under
the Uniform Commercial Code, as adopted or hereafter adopted in one or more of
the states in which any part of the properties of the Company are situated. The
mailing address of the Company, as debtor, is Post Office Box 2310, Glen Allen,
Virginia 23058-2310, and the mailing address of the Trustee, as secured party,
is Crestar Bank, Post Office Box 26665, Richmond, Virginia 23261-6665.
SECTION 4.08. By its execution and delivery of this Fifth
Supplemental Indenture, the Trustee acknowledges (a) that, upon their issuance,
based upon the Pledge Agreement, the 1996 Series A Bonds and the 1996 Series B
Bonds will have been pledged in good faith to the Owner Trustee and (b) that
there has been established to its satisfaction, in accordance with the proviso
to the definition of the term "Outstanding" set forth in Section 1.01 of the
Original Indenture (1) the right of the Owner Trustee, as pledgee of the 1996
Series A Bonds and the 1996 Series B Bonds, to give any request, demand,
authorization, direction, notice, consent or waiver under the Indenture with
respect to such Bonds and (2) that the Owner Trustee is not the Company or any
other obligor upon the Bonds or any Affiliate of the Company or of such other
obligor.
20
IN WITNESS WHEREOF, the parties hereby have caused this Fifth
Supplemental Indenture to be duly executed as of the day and year first above
written.
COMPANY: OLD DOMINION ELECTRIC COOPERATIVE,
Innsbrook Corporate Center a Virginia power supply cooperative
0000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxxxx, Xxxxxxxx 00000
By:/s/ XXXXXX X. XXXXXX
----------------------------------------
Xxxxxx X. Xxxxxx
Vice President of Accounting and Finance
Attest:
-----------------------------------
Authorized Officer
TRUSTEE: CRESTAR BANK,
000 Xxxx Xxxx Xxxxxx a Virginia banking corporation
Corporate Trust Department
Richmond, Virginia 23219
By:/s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. XxXxxxx
Title: Vice President
Attest:
------------------------------------
Authorized Officer
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
The foregoing instrument was acknowledged before me this _____
day of ___________, ____, by Xxxxxx X. Xxxxxx, the Vice President of Old
Dominion Electric Cooperative, a Virginia power supply cooperative, on behalf of
the cooperative.
/s/ XXXXXXXX XXXXX-XXXXXXX
--------------------------------
Xxxxxxxx Xxxxx-Xxxxxxx
Notary Public
My Commission expires:
ACKNOWLEDGEMENT
STATE OF )
) ss.:
COUNTY OF )
The foregoing instrument was acknowledged before me this _____
day of ________, 1996 by _______________, the _______________ of Crestar Bank, a
Virginia banking corporation, on behalf of the bank.
-------------------------
Notary Public
Commission expires:
