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Exhibit 4.2
VIRGINIA ELECTRIC AND POWER
COMPANY
Issuer
AND
THE BANK OF NEW
YORK
(successor to JPMorgan Chase
Bank, N.A.
(formerly known as The Chase
Manhattan Bank))
Trustee
Eighteenth Supplemental
Indenture
Dated as of April 1,
2008
$600,000,000
2008 Series A 5.40% Senior
Notes
Due 2018
TABLE OF CONTENTS*
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| ARTICLE I |
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| 2008 SERIES A 5.40% SENIOR NOTES DUE
2018 |
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SECTION 101.
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Establishment
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1 |
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SECTION 102.
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Definitions
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SECTION 103.
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Payment of Principal and
Interest
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4 |
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SECTION 104.
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Denominations
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5 |
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SECTION 105.
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Global Securities
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SECTION 106.
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Redemption
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SECTION 107.
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Sinking Fund
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6 |
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SECTION 108.
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Additional Interest
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6 |
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SECTION 109.
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Paying Agent
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7 |
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| ARTICLE II |
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| MISCELLANEOUS
PROVISIONS |
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SECTION 201.
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Recitals by Company
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7 |
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SECTION 202.
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Ratification and Incorporation of
Original Indenture
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7 |
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SECTION 203.
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Executed in Counterparts
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7 |
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SECTION 204.
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Assignment
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This Table of Contents does not constitute part of the
Indenture or have any bearing upon the interpretation of any of its
terms and provisions. |
THIS EIGHTEENTH SUPPLEMENTAL
INDENTURE is made as of the 1 st day of April, 2008, by and between VIRGINIA ELECTRIC AND POWER
COMPANY, a Virginia corporation, having its principal office at 120
Tredegar Street, Richmond, Virginia 23219 (the
“Company”), and THE BANK OF NEW YORK (successor to
JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan
Bank)), a New York banking corporation, as Trustee (herein called
the “Trustee”).
W I T N E S S E T
H:
WHEREAS, the Company has
heretofore entered into a Senior Indenture, dated as of
June 1, 1998 (the “Original Indenture”), as
heretofore supplemented and amended, with the Trustee;
WHEREAS, the Original
Indenture is incorporated herein by this reference and the Original
Indenture, as heretofore supplemented and amended and as further
supplemented by this Eighteenth Supplemental Indenture, is herein
called the “Indenture”;
WHEREAS, under the Original
Indenture, a new series of Securities may at any time be
established in accordance with the provisions of the Original
Indenture and the terms of such series may be described by a
supplemental indenture executed by the Company and the
Trustee;
WHEREAS, the Company proposes
to create under the Indenture a series of Securities;
WHEREAS, additional
Securities of other series hereafter established, except as may be
limited in the Original 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; and
WHEREAS, all conditions
necessary to authorize the execution and delivery of this
Eighteenth Supplemental Indenture and to make it a valid and
binding obligation of the Company have been done or
performed.
NOW, THEREFORE, in
consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
2008 SERIES A 5.40% SENIOR
NOTES DUE 2018
SECTION 101.
Establishment . There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as
the Company’s 2008 Series A 5.40% Senior Notes Due 2018, (the
“Series A Senior Notes”).
There are to be initially
authenticated and delivered $600,000,000 principal amount of Series
A Senior Notes, and such principal amount of the Series A Senior
Notes may be increased from time to time pursuant to
Section 301 of the Indenture. All Series A Senior Notes need
not be issued at the same time and such series may be reopened at
any time, without the consent of any Holder, for issuances of
additional Series A Senior Notes. Any such additional Series
A
Senior Notes will have the same interest
rate, maturity and other terms as those initially issued. Further
Series A Senior Notes may also be authenticated and delivered as
provided by Sections 304, 305, 306, 906 and 1106 of the Original
Indenture.
The Series A Senior Notes
shall be issued in definitive fully registered form without
coupons, in substantially the form set out in Exhibit A
hereto. The entire initially issued principal amount of the Series
A Senior Notes shall initially be evidenced by one or more
certificates issued to Cede & Co., as nominee for The
Depository Trust Company.
The form of the
Trustee’s Certificate of Authentication for the Series A
Senior Notes shall be in substantially the form set forth in
Exhibit B hereto.
Each Series A Senior Note
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.
SECTION 102.
Definitions . The following defined terms used herein shall,
unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Original
Indenture.
“Adjusted Treasury
Rate” means, with respect to any Redemption Date:
(i) the yield, under the heading which represents the average
for the immediately preceding week, appearing in the most recently
published statistical release designated “H.15(519)” or
any successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury
Issue shall be determined and the Adjusted Treasury Rate shall be
interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or (ii) if such release
(or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
“Business Day”
means a day other than (i) a Saturday or a Sunday, (ii) a
day on which banks in New York, New York are authorized or
obligated by law or executive order to remain closed or
(iii) a day on which the Corporate Trust Office is closed for
business.
“Comparable Treasury
Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to
the remaining term of the Series A Senior Notes to be redeemed that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining
Life.
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“Comparable Treasury
Price” for any Redemption Date means (i) the average of
the Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (ii) if the Independent Investment Banker
obtains fewer than five such Reference Treasury Dealer Quotations,
the average of all such quotations.
“Independent Investment
Banker” means Barclays Capital Inc., Greenwich Capital
Markets, Inc. or Wachovia Capital Markets, LLC and their respective
successors as selected by the Company, or if none of such firms is
willing or able to serve as such, an independent investment and
banking institution of national standing appointed by the
Company.
“Interest Payment
Dates” means April 30 and October 30 of each year,
commencing on October 30, 2008.
“Original Issue
Date” means April 17, 2008.
“Outstanding,”
when used with respect to the Series A Senior Notes, means, as of
the date of determination, all Series A Senior Notes, theretofore
authenticated and delivered under the Indenture, except:
(i) Series A Senior Notes
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
(ii) Series A Senior Notes
for whose payment at Maturity the necessary amount of money or
money’s worth has been theretofore deposited (other than
pursuant to Section 1303 of the Original Indenture) with the
Trustee or any Paying Agent (other than the Company) in trust or
set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of such Series A
Senior Notes; provided that, if such Series A Senior Notes are to
be redeemed, notice of such redemption has been duly given pursuant
to the Original Indenture or provision therefor satisfactory to the
Trustee has been made;
(iii) Series A Senior Notes
with respect to which the Company has effected Defeasance pursuant
to Section 1302 of the Original Indenture; and
(iv) Series A Senior Notes
that have been paid pursuant to Section 306 of the Original
Indenture or in exchange for or in lieu of which other Series A
Senior Notes have been authenticated and delivered pursuant to the
Indenture, other than any such Series A Senior Notes in respect of
which there shall have been presented to the Trustee proof
satisfactory to it that such Series A Senior Notes are held by a
bona fide purchaser in whose hands such Series A Senior Notes are
valid obligations of the Company; provided, however, that in
determining whether the Holders of the requisite principal amount
of Outstanding Series A Senior Notes have given, made or taken any
request, demand, authorization, direction, notice, consent or
waiver or other action hereunder as of any date, Series A Senior
Notes owned by the Company or any other obligor upon the Series A
Senior Notes or any Affiliate of the Company or such other obligor
shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request,
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demand, authorization, direction,
notice, consent, waiver or other action only Series A Senior Notes
which the Trustee actually knows to be so owned shall be so
disregarded. Series A Senior Notes so owned which shall have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee (A) the
pledgee’s right so to act with respect to such Series A
Senior Notes and (B) that the pledgee is not the Company or
any other obligor upon the Series A Senior Notes or an Affiliate of
the Company or such other obligor.
“Reference Treasury
Dealer” means: (i) Barclays Capital Inc., Greenwich
Capital Markets, Inc. and one other primary U.S. Government
securities dealer in the United States (a “Primary Treasury
Dealer”) selected by Wachovia Capital Markets, LLC and their
respective successors; provided that, if any such firm or its
successors ceases to be a Primary Treasury Dealer, the Company
shall substitute another Primary Treasury Dealer; and (ii) up
to two other Primary Treasury Dealers selected by the
Company.
“Reference Treasury
Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any Redemption Date, the average, as determined
by the Independent Investment Banker, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Independent Investment Banker at 5:00 p.m., New York City time, on
the third Business Day preceding such Redemption Date.
“Regular Record
Date” means, with respect to each Interest Payment Date, the
close of business on the Business Day preceding such Interest
Payment Date; provided , that with respect to Series A
Senior Notes that are not represented by one or more Global
Securities, the Regular Record Date shall be the close of business
on the 15 th calendar day (whether or not a Business Day) preceding such
Interest Payment Date.
“Remaining Life”
means the remaining term of the Series A Senior Notes.
“Stated Maturity”
means April 30, 2018.
SECTION 103. Payment of
Principal and Interest . The principal of the Series A Senior
Notes shall be due at the Stated Maturity (unless earlier
redeemed). The unpaid principal amount of the Series A Senior Notes
shall bear interest at the rate of 5.40% per annum until paid
or duly provided for, such interest to accrue from the Original
Issue Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest shall be paid
semi-annually in arrears on each Interest Payment Date to the
Person in whose name the Series A Senior Notes are registered on
the Regular Record Date for such Interest Payment Date; provided
that interest payable at the Stated Maturity of principal or on a
Redemption Date as provided herein will be paid to the Person to
whom principal is payable. Any such interest that is not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holders on such Regular Record Date and may either
be paid to the Person or Persons in whose name the Series A Senior
Notes are registered at the close of business on a Special Record
Date for the payment of such defaulted interest to be fixed by the
Trustee (in accordance with Section 307 of the Original
Indenture), notice whereof shall be given to Holders of the Series
A Senior Notes not less than ten (10) days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange, if any, on which the Series A Senior Notes may be listed,
and upon such notice as may be required by any such exchange, all
as more fully provided in the Original Indenture.
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Payments of interest on the
Series A Senior Notes will include interest accrued to but
excluding the respective Interest Payment Dates. Interest payments
for the Series A Senior Notes shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. In the event that
any date on which interest is payable on the Series A Senior Notes
is not a Business Day, then payment of the interest payable on such
date will be made on the next succeeding day that is a Business Day
(and without any interest or payment in respect of any such delay),
in each case with the same force and effect as if made on the date
the payment was originally payable.
Payment of the principal and
interest on the Series A Senior Notes shall be made at the office
of the Paying Agent in such currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts, with any such payment that is due at the
Stated Maturity of any Series A Senior Notes or on a Redemption
Date being made upon surrender of such Series A Senior Notes to the
Paying Agent. Payments of interest (including interest on any
Interest Payment Date) will be made, subject to such surrender
where applicable, at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) by wire
transfer at such place and to such account at a banking institution
in the United States as may be designated in writing to the Trustee
at least sixteen (16) days prior to
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