AMENDED AND RESTATED TRUST AGREEMENT OF VIRGINIA POWER CAPITAL TRUST II Dated as of August 23, 2002 By and Among VIRGINIA ELECTRIC AND POWER COMPANY, as Sponsor, JPMORGAN CHASE BANK, as Property Trustee, CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION,...Trust Agreement • August 20th, 2002 • Virginia Electric & Power Co • Electric services • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT (the “Trust Agreement”), dated as of August 23, 2002 is entered into by and among (i) Virginia Electric and Power Company, a Virginia corporation, as sponsor (the “Sponsor”), (ii)(a) JPMorgan Chase Bank, a New York banking corporation, as Property Trustee, (b) Chase Manhattan Bank USA, National Association, a national association, as Delaware Trustee, and (c) G. Scott Hetzer, an individual, and James P. Carney, an individual, each of whose address is 120 Tredegar Street, Richmond, Virginia 23219 (each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”, all not in their individual capacities, but solely as Trustees) and (iii) the several Holders as hereinafter defined.
AGREEMENT AS TO EXPENSES AND LIABILITIESAgreement as to Expenses and Liabilities • August 20th, 2002 • Virginia Electric & Power Co • Electric services • Virginia
This AGREEMENT, dated as of August 23, 2002, is between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation (“Virginia Power”), and VIRGINIA POWER CAPITAL TRUST II, a Delaware business trust (the “Trust”).
SECOND SUPPLEMENTAL INDENTURE BETWEEN VIRGINIA ELECTRIC AND POWER COMPANY AND JPMORGAN CHASE BANK DATED AS OF AUGUST 1, 2002 DUE JULY 30, 2042Second Supplemental Indenture • August 20th, 2002 • Virginia Electric & Power Co • Electric services • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 1, 2002 (the “Second Supplemental Indenture”), between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation (the “Company”), and JPMORGAN CHASE BANK (formerly known as Chemical Bank), as trustee (the “Trustee”), under the Indenture dated as of August 1, 1995 between the Company and the Trustee (the “Base Indenture” and, together with the First Supplemental Indenture dated as of August 1, 1995 and this Second Supplemental Indenture, the “Indenture”).
15,400,000 7.375% Trust Preferred Securities VIRGINIA POWER CAPITAL TRUST II Guaranteed by VIRGINIA ELECTRIC AND POWER COMPANY UNDERWRITING AGREEMENT August 16, 2002Underwriting Agreement • August 20th, 2002 • Virginia Electric & Power Co • Electric services
Trustee, (b) the Second Supplemental Indenture, dated as of August 1, 2002 (together with the Original Indenture, herein called the “Indenture”), between the Company and the Bank, as Trustee, (c) the Guarantee Agreement, dated as of August 23, 2002 (the “Guarantee Agreement”), between the Company, as Guarantor, and the Bank, as Trustee, and (d) the Amended and Restated Trust Agreement of Virginia Power Capital Trust II, dated as of August 23, 2002 (the “Trust Agreement”), among the Company, as Sponsor, the Bank, as Property Trustee, Chase Manhattan Bank USA, National Association (successor to Chase Manhattan Bank Delaware), as Delaware Trustee, and James P. Carney and G. Scott Hetzer, as Administrative Trustees.
GUARANTEE AGREEMENT DATED AS OF AUGUST 23, 2002 BY AND BETWEEN VIRGINIA ELECTRIC AND POWER COMPANY AS GUARANTOR AND JPMORGAN CHASE BANK, AS TRUSTEEGuarantee Agreement • August 20th, 2002 • Virginia Electric & Power Co • Electric services • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of August 23, 2002, is executed and delivered by VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation (the “Guarantor”), and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Securities (as defined herein) of VIRGINIA POWER CAPITAL TRUST II, a Delaware statutory business trust (the “Trust”).
