SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 12, 1998
Virginia Electric and Power Company
(Exact name of registrant as specified in its charter)
Virginia 1-2255 54-0418825
(State or other juris- (Commission (IRS Employer
diction of Incorporation) File Number) Identification No.)
701 E. Cary Street, Richmond, Virginia 23219-3932
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 771-3000
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS
On June 12, 1998, Virginia Electric and Power Company (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with Lehman Brothers
Inc., as representative of the Underwriters named in Schedule II of the
Underwriting Agreement, for the sale of $150 million aggregate principal amount
of the Company's Senior Notes. Such Senior Notes, which are designated the 1998
Series A 7.15% Senior Notes, due June 30, 2038, are a portion of the $375
million aggregate principal amount of Debt Securities that were registered by
the Company pursuant to a registration statement on Form S-3 under Rule 415
under the Securities Act of 1933, which registration statement was declared
effective on March 18, 1998 (File No. 333-47119). This Registration Statement
also constitutes Post-Effective Amendment No. 1 of Registration Statement No.
33-59581 regarding $375 million of the Company's First and Refunding Mortgage
Bonds registered for sale, pursuant to Rule 429 under the Securities Act of
1933, as amended. A copy of the Underwriting Agreement including exhibits
thereto, is filed as Exhibit 1 to this Form 8-K.
The designation of, and the terms and conditions applicable to, the 1998
Series A 7.15% Senior Notes, due June 30, 2038 were established as set forth in
the First Supplemental Indenture to the Company's Senior Indenture, dated as of
June 1, 1998, and have been approved by the Board of Directors of the Company. A
copy of the form of Senior Indenture is filed as Exhibit 4.1 to this Form 8-K. A
copy of the form of Supplemental Indenture is filed as Exhibit 4.2 to this Form
8-K.
Exhibits:
1 Underwriting Agreement, dated June 12, 1998, between the
Company and Lehman Brothers Inc., as representative of the
Underwriters named in Schedule II of said Underwriting
Agreement (filed herewith).
4.1 The form of Senior Indenture filed as Exhibit 4(ii) to the
Company's Registration Statement is hereby incorporated by
reference.
4.2 Form of First Supplemental Indenture to the Senior Indenture,
dated as of June 1, 1998, pursuant to which the 1998 Series A
7.15% Senior Notes, due June 30, 2038, will be issued. The
Form of the 1998 Series A 7.15% Senior Notes is included as
Exhibit A to the First Supplemental Indenture (filed
herewith).
12 Computation of Ratio of Earnings to Fixed Charges (filed
herewith).
23 Consent of McGuire, Woods, Battle & Boothe LLP (filed
herewith).
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VIRGINIA ELECTRIC AND POWER COMPANY
Registrant
/s/ James P. Carney
---------------------------------
James P. Carney
Assistant Treasurer and
Assistant Corporate Secretary
Date: June 12, 1998
VIRGINIA ELECTRIC AND POWER COMPANY
1998 Series A 7.15% Senior Notes, Due June 30, 2038
UNDERWRITING AGREEMENT
June 12, 1998
Lehman Brothers Inc.,
as Representative for
the Several Underwriters
named in Schedule II hereto
Three World Financial Center
200 Vesey Street, 6th Floor
New York, NY 10285
Ladies and Gentlemen:
The undersigned, Virginia Electric and Power Company (the Company),
hereby confirms its agreement with the several Underwriters named in Schedule II
hereto (the Agreement) with respect to the sale to the several Underwriters of
certain of its Senior Notes (the Senior Notes) specified in Schedule I hereto,
and the public offering thereof by the several Underwriters, upon the terms
specified in Schedule I hereto.
1. Underwriters and Representative. The term "Underwriters" as used
herein shall be deemed to mean the several persons, firms or corporations
(including the Representative hereinafter mentioned) named in Schedule II
hereto, and the term "Representative" as used herein shall be deemed to mean the
representative to whom this Agreement is addressed, who by signing this
Agreement represents that it has been authorized by the other Underwriters to
execute this Agreement on their behalf and to act for them in the manner herein
provided. If there shall be only one person, firm or corporation named in
Schedule II hereto, the term "Underwriters" and the term "Representative" as
used herein shall mean that person, firm or corporation. All obligations of the
Underwriters hereunder are several and not joint. Any action under or in respect
of this Agreement taken by the Representative will be binding upon all the
Underwriters.
<PAGE>
2. Description of the Senior Notes. Schedule I specifies the
aggregate principal amount of the Senior Notes, the initial public offering
price of the Senior Notes, the purchase price to be paid by the Underwriters,
and any concession from the initial public offering price to be allowed to
dealers or brokers, and sets forth the date, time and manner of delivery of the
Senior Notes and payment thereof. Schedule I also specifies (to the extent not
set forth in the Registration Statement and Prospectus referred to below) the
terms and provisions for the purchase of such Senior Notes. The Senior Notes
will be issued under the Company's Senior Indenture dated as of June 1, 1998
between the Company and The Chase Manhattan Bank, as Trustee (the Trustee), as
supplemented by a First Supplemental Indenture dated as of June 1, 1998
(collectively, the Senior Indenture).
3. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the Underwriters that:
(a) A registration statement, No. 333-47119 on Form S-3 for
the registration of the Senior Notes under the Securities Act of 1933,
as amended (the Securities Act), heretofore filed with the Securities
and Exchange Commission (the Commission), a copy of which as so filed
has been delivered to you, has become effective. The registration
statement, including all exhibits thereto, as amended through the date
hereof, is hereinafter referred to as the "Registration Statement"; the
prospectus relating to the Senior Notes included in the Registration
Statement, which prospectus is now proposed to be supplemented by a
supplement relating to the Senior Notes to be filed with the Commission
under the Securities Act, as so supplemented, is hereinafter referred
to as the "Prospectus". As used herein, the terms "Registration
Statement", "prospectus" and "Prospectus" include all documents
(including any Current Report on Form 8-K) incorporated therein by
reference, and shall include any documents (including any Current
Report on Form 8-K) filed after the date of such Registration
Statement, prospectus or Prospectus and incorporated therein by
reference from the date of filing of such incorporated documents
(collectively, the Incorporated Documents).
(b) No order suspending the effectiveness of the Registration
Statement or otherwise preventing or suspending the use of the
Prospectus has been issued by the Commission and is in effect and no
proceedings for that purpose are pending before or, to the knowledge of
the Company, threatened by the Commission. The Registration Statement
and the Prospectus comply in all material respects with the provisions
of the Securities Act, the Securities Exchange Act of 1934, as amended
(the Securities Exchange Act), and the Trust Indenture Act of 1939, as
amended (the Trust Indenture Act), and the rules, regulations and
releases of the Commission thereunder (the Rules and Regulations), and,
on the date hereof, neither the Registration Statement nor the
Prospectus contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and, on the Closing Date,
the Registration Statement and the Prospectus (including any amendments
and supplements thereto) will conform in all respects to the
requirements of the Securities Act, the Trust Indenture Act and the
Rules and Regulations, and neither of such documents will include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading; provided, that the foregoing representations
and warranties in this paragraph (b) shall not apply to statements in
or omissions from the Registration Statement or the Prospectus made in
reliance upon information furnished herein or in writing to the Company
by the Underwriters or on the Underwriters' behalf for use in the
Registration Statement or Prospectus; and provided, further, that the
foregoing representations and warranties are given on the basis that
any statement contained in an Incorporated Document shall be deemed not
to be contained in the Registration Statement or Prospectus if the
statement has been modified or superseded by any statement in a
subsequently filed Incorporated Document or in the Registration
Statement or Prospectus or in any amendment or supplement thereto.
<PAGE>
(c) Deloitte & Touche LLP, who have examined certain of the
Company's financial statements filed with the Commission and
incorporated by reference in the Registration Statement, are
independent public accountants as required by the Securities Act and
the rules and regulations of the Commission thereunder.
(d) Except as reflected in, or contemplated by, the
Registration Statement and Prospectus, since the respective most recent
dates as of which information is given in the Registration Statement
and Prospectus, there has not been any material adverse change in the
condition of the Company, financial or otherwise. The Company has no
material contingent financial obligation that is not disclosed in each
of the Registration Statement and Prospectus.
(e) The Company has taken all corporate action necessary to
be taken by it to authorize the execution by it of this Agreement and
the performance by it of all obligations on its part to be performed
hereunder; and the consummation of the transactions herein contemplated
and the fulfillment of the terms hereof will not result in a breach of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, or other agreement or instrument to
which the Company is now a party, or the charter of the Company, as
amended, or any order, rule or regulation applicable to the Company of
any federal or state regulatory board or body or administrative agency
having jurisdiction over the Company or over its property.
<PAGE>
(f) The Senior Notes, upon issuance thereof, will conform in
all respects to the terms of the relevant order or orders of the State
Corporation Commission of Virginia (the Virginia Commission) now or
hereafter in effect with respect to the Senior Notes.
4. Public Offering. On the basis of the representations and
warranties herein contained, but subject to the terms and conditions in this
Agreement set forth, the Company agrees to sell to each of the several
Underwriters, and each Underwriter agrees, severally and not jointly, to
purchase from the Company, at the price, place and time hereinafter specified,
the principal amount of the Senior Notes set forth opposite the name of such
Underwriter in Schedule II hereto. The several Underwriters agree to make a
public offering of their respective Senior Notes specified in Schedule II hereto
at the initial public offering price specified in Schedule I hereto. It is
understood that after such initial offering the several Underwriters reserve the
right to vary the offering price and further reserve the right to withdraw,
cancel or modify such offering without notice.
5. Time and Place of Closing. Delivery of the Senior Notes to, and
payment therefor by, the Representative for the accounts of the several
Underwriters shall be made at the time, place and date specified in Schedule I
or such other time, place and date as the Representative and the Company may
agree upon in writing, and subject to the provisions of Section 10 hereof. The
hour and date of such delivery and payment are herein called the "Closing Date".
Unless otherwise specified in Schedule I hereto, payment for the Senior Notes
shall be made to the Company by wire transfer in federal funds at the Closing
Date against delivery of the Senior Notes, in fully registered form, registered
in the name of Cede & Co., as nominee for the Depositary Trust Company. The
certificate(s) for the Senior Notes will be made available at the location
specified on Schedule I for examination by the Representative not later than
12:00 Noon, New York time, on the last business day prior to the Closing Date.
6. Covenants of the Company. The Company agrees that:
(a) The Company, at or prior to the Closing Date, will
deliver to the Representative conformed copies of the Registration
Statement as originally filed, including all exhibits, any related
preliminary prospectus supplement, the Prospectus and all amendments
and supplements to each such document, in each case as soon as
available and in such quantities as are reasonably requested by the
Representative.
(b) The Company will pay all expenses in connection with (i)
the preparation and filing by it of the Registration Statement and
Prospectus, (ii) the preparation, issue and delivery of certificates
for the Senior Notes, (iii) any fees and expenses of the Trustee and
(iv) the printing and delivery to the Underwriters in reasonable
quantities of copies of the Registration Statement and the Prospectus
(each as originally filed and as subsequently amended). The Company
also will pay all taxes, if any, except transfer taxes, on the issue of
the Senior Notes. In addition, the Company will pay the reasonable fees
and disbursements of Underwriters' counsel, Mays & Valentine, L.L.P.,
in connection with the qualification of the Senior Notes under state
securities or blue sky laws or investment laws (if and to the extent
such qualification is required by the Underwriters or the Company).
<PAGE>
(c) If, at any time when a prospectus relating to the Senior
Notes is required to be delivered under the Act, any event occurs as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it
is necessary at any time to amend the Prospectus to comply with the
Act, the Company promptly will (i) notify the Representative to suspend
solicitation of purchases of the Senior Notes and (ii) at its expense,
prepare and file with the Commission an amendment or supplement which
will correct such statement or omission or an amendment which will
effect such compliance. In case any Underwriter is required to deliver
a prospectus in connection with the sale of any Senior Notes after the
expiration of the period specified in the preceding sentence, the
Company, upon the request of the Representative, will furnish to the
Representative, at the expense of such Underwriter, a reasonable
quantity of a supplemented or amended prospectus, or supplements or
amendments to the Prospectus, complying with Section 10(a) of the
Securities Act. During the period specified in the second sentence of
this paragraph, the Company will continue to prepare and file with the
Commission on a timely basis all documents or amendments required under
the Securities Exchange Act and the applicable rules and regulations of
the Commission thereunder; provided, that the Company shall not file
such documents or amendments without also furnishing copies thereof to
the Representative and Mays & Valentine, L.L.P.
(d) The Company will advise the Representative promptly of
any proposal to amend or supplement the Registration Statement or the
Prospectus and will afford the Representative a reasonable opportunity
to comment on any such proposed amendment or supplement; and the
Company will also advise the Representative promptly of the filing of
any such amendment or supplement and of the institution by the
Commission of any stop order proceedings in respect of the Registration
Statement or of any part thereof and will use its best efforts to
prevent the issuance of any such stop order and to obtain as soon as
possible its lifting, if issued.
<PAGE>
(e) The Company will make generally available to its
security holders, as soon as it is practicable to do so, an earnings
statement of the Company (which need not be audited) in reasonable
detail, covering a period of at least 12 months beginning within three
months after the effective date of the Registration Statement, which
earnings statement shall satisfy the requirements of Section 11(a) of
the Securities Act.
(f) For a period of five years following the Closing Date,
the Company will deliver to the Representative, as soon as practicable
after the end of each fiscal year, a balance sheet of the Company as of
the end of such year and statements of income and earnings reinvested
in business for such year, all as certified by independent public or
certified public accountants, and will deliver to the Representative
upon request, as soon as practicable after the end of each quarterly
period, statements of income and earnings reinvested in business for
the 12 month period ending with the end of such quarterly period.
(g) The Company will use its best efforts promptly to do and
perform all things to be done and performed by it hereunder prior to
the Closing Date and to satisfy all conditions precedent required of it
to the delivery by it of the Senior Notes.
(h) The Company will furnish such proper information as may
be lawfully required and otherwise cooperate in qualifying the Senior
Notes for offer and sale under the securities or blue sky laws of such
states as the Representative may designate; provided, however, that the
Company shall not be required in any state to qualify as a foreign
corporation, or to file a general consent to service of process, or to
submit to any requirements which it deems unduly burdensome.
(i) Fees and disbursements of Mays & Valentine, L.L.P., who
are acting as counsel for the Underwriters (exclusive of fees and
disbursements of such counsel which are to be paid as set forth in
paragraph 6(b)), shall be paid by the Underwriters; provided, however,
that if this Agreement is terminated in accordance with the provisions
of Sections 7 or 8 hereof, the Company shall reimburse the
Representative for the account of the Underwriters for the amount of
such fees and disbursements.
7. Conditions of Underwriters' Obligations; Termination by the
Underwriters.
(a) The obligations of the Underwriters to purchase
and pay for the Senior Notes shall be subject to the following
conditions:
(i) No stop order suspending the
effectiveness of the Registration Statement shall be
in effect on the Closing Date and no proceedings for
that purpose shall be pending before, or to the
knowledge of the Company threatened by, the
Commission on such date. The Representative shall
have received, prior to payment for the Senior Notes,
a certificate dated the Closing Date and signed by
the President or any Vice President of the Company to
the effect that no such stop order is in effect and
that no proceedings for such purpose are pending
before or, to the knowledge of the Company,
threatened by the Commission.
<PAGE>
(ii) At the Closing Date an order or orders
of the Virginia Commission permitting the issuance
and sale of the Senior Notes substantially in
accordance with the terms and conditions hereof shall
be in full force and effect and shall contain no
provision unacceptable to the Representative or the
Company (but all provisions of such order or orders
heretofore entered are deemed acceptable to the
Representative and the Company, and all provisions of
such order or orders hereafter entered shall be
deemed acceptable to the Representative and the
Company unless within 24 hours after receiving a copy
of any such order either shall give notice to the
other to the effect that such order contains an
unacceptable provision).
(iii) At the Closing Date the Representative
shall receive, on behalf of the several Underwriters,
the opinions of Mays & Valentine, L.L.P., and
McGuire, Woods, Battle & Boothe LLP, substantially in
the forms attached hereto as Schedules III and IV.
(iv) On the date of this Agreement and on
the Closing Date, the Representative shall have
received from Deloitte & Touche LLP a letter
addressed to the Representative, dated the date of
this Agreement and the Closing Date, respectively,
(A) confirming that they are independent public
accountants as required by the Securities Act; (B)
stating in effect that, in their opinion, the audited
financial statements included in or incorporated by
reference in the Registration Statement and the
Prospectus and audited by them as stated in their
report incorporated by reference in the Registration
Statement (the Audited Financial Statements), comply
as to form in all material respects with the
applicable accounting requirements adopted pursuant
to the Securities Exchange Act; (C) stating, in
effect, that on the basis of a reading of the minutes
of the meetings of the Board of Directors of the
Company and of committees of the Board since the end
of the period covered by the Audited Financial
Statements, a reading of the unaudited financial
statements incorporated by reference in the
Prospectus (if any), of the unaudited statement of
income for any interim period for which information
is included in the Prospectus under the caption
"Selected Financial Information" or any section
updating such information, and of the latest
available unaudited financial statements of the
Company covering a period of twelve months ending
after the end of the period covered by the Audited
Financial Statements (if any), and inquiries of
officials of the Company responsible for financial
and accounting matters (which procedures did not
constitute an audit made in accordance with generally
accepted auditing standards), nothing came to their
attention that caused them to believe that such
unaudited financial statements incorporated by
reference in the Prospectus are not in conformity
with generally accepted accounting principles applied
on a basis substantially consistent with that of the
Audited Financial Statements; and (D) stating, in
effect, that on the basis of more limited procedures
than those set forth in the foregoing clause (C),
consisting merely of the reading of the minutes
referred to in said clause and inquiries of officials
of the Company responsible for financial and
accounting matters, nothing came to their attention
at a date not more than five business days prior to
the date of such letter that caused them to believe
that (1) at such date there was any decrease in
common stockholder's equity or any increase in funded
debt of the Company or any decrease in net assets as
compared with the amounts shown in the balance sheet
included in the most recent financial statements
incorporated by reference, or (2) for the period from
the date of the most recent unaudited financial
statements included or incorporated by reference in
the Registration Statement and the Prospectus to a
date not more than five business days prior to the
date of such letter there were any decreases, as
compared with the corresponding period in the
preceding year, in the operating revenues, operating
income or net income, except (with respect to (1) or
(2)) in all instances for changes or decreases that
the Registration Statement discloses have occurred or
may occur; provided, however, that said letters may
vary from the requirements specified in clause (D)
hereof in such manner as the Representative in its
sole discretion may deem to be acceptable. Said
letters shall also state that the dollar amounts,
percentages and other financial information (in each
case to the extent that such dollar amounts,
percentages and other financial information, either
directly or by analysis or computation, are derived
from the general accounting records of the Company)
that appear (1) in the Prospectus under the captions
"Selected Financial Information" and "Other Selected
Data" and under any caption contained in a supplement
to the Prospectus updating such dollar amounts,
percentages and other financial information (limited
to total assets and utility plant expenditures), (2)
in the Company's most recent Annual Report on Form
10-K under the caption "Selected Financial Data" or
(3) in the Registration Statement under the caption
"Ratio of Earnings to Fixed Charges" have been
compared with the general accounting records of the
Company and such dollar amounts, percentages and
financial information have been found to be in
agreement with the accounting records of the Company
and the computations have been found to be
arithmetically correct. Each such letter shall relate
to the Registration Statement and Prospectus as
amended or supplemented to the date of each such
letter.
<PAGE>
(v) Subsequent to the execution of this
Agreement and prior to the Closing Date, (A) except
as reflected in, or contemplated by, the Registration
Statement and the Prospectus, there shall not have
occurred (1) any change in the Senior Notes of the
Company (other than a decrease in the aggregate
principal amount thereof outstanding), (2) any
material adverse change in the general affairs,
financial condition or earnings of the Company
(whether or not arising in the ordinary course of
business) or (3) any material transaction entered
into by the Company other than a transaction in the
ordinary course of business, the effect of which in
each such case in the judgment of the Representative
is so material and so adverse that it makes it
inadvisable to proceed with the public offering or
delivery of the Senior Notes on the terms and in the
manner contemplated in the Prospectus and this
Agreement, or (B) there shall not have occurred (1) a
downgrading in the rating accorded the Company's
senior unsecured notes by any "nationally recognized
statistical rating organization" (as that term is
defined by the Commission for purposes of Rule
436(g)(2) under the Securities Act), (2) any general
suspension of trading in securities on the New York
Stock Exchange or any limitation on prices for such
trading or any restrictions on the distribution of
securities established by the New York Stock Exchange
or by the Commission or by any federal or state
agency or by the decision of any court, (3) a banking
moratorium declared either by federal or New York
State authorities or (4) any outbreak or escalation
of major hostilities in which the United States is
involved, any declaration of war by the United States
Congress or any other substantial national or
international calamity or crisis resulting in the
declaration of a national emergency, the effect of
which outbreak, escalation, declaration, calamity or
crisis, in the reasonable judgment of the
Representative, makes it impracticable or inadvisable
to proceed with the public offering or delivery of
the Senior Notes on the terms and in the manner
contemplated in the Prospectus and in this Agreement.
<PAGE>
(vi) On the Closing Date, the
representations and warranties of the Company in this
Agreement shall be true and correct as if made on and
as of such date, and the Company shall have performed
all obligations and satisfied all conditions required
of it under this Agreement; and, at the Closing Date,
the Representative shall have received a certificate
to such effect signed by the President or any Vice
President of the Company.
(vii) All legal proceedings to be taken in
connection with the issuance and sale of the Senior
Notes shall have been satisfactory in form and
substance to Mays & Valentine, L.L.P.
(b) In case any of the conditions specified above in
paragraph 7(a) shall not have been fulfilled, this Agreement
may be terminated by the Representative upon mailing or
delivering written notice thereof to the Company; provided,
however, that in case the conditions specified in
subparagraphs 7(a)(v) and (vi) shall not have been fulfilled,
this Agreement may not be so terminated by the Representative
unless Underwriters who have agreed to purchase in the
aggregate 50% or more of the aggregate principal amount of the
Senior Notes shall have consented to such termination and the
aforesaid notice shall so state. Any such termination shall be
without liability of any party to any other party except as
otherwise provided in Section 9 and in paragraphs 6(b), 6(i)
and 7(c) hereof.
(c) If this Agreement shall be terminated by the
Representative pursuant to paragraph (b) above or because of
any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason the Company shall be unable to
perform its obligations under this Agreement, then in any such
case, the Company will reimburse the Underwriters, severally,
for all out-of-pocket expenses (in addition to the fees and
disbursements of their counsel as provided in paragraph 6(i))
reasonably incurred by such Underwriters in connection with
this Agreement or the offering contemplated hereunder and,
upon such reimbursement, the Company shall be absolved from
any further liability hereunder, except as provided in
paragraph 6(b) and Section 9.
8. Conditions of the Obligation of the Company. The obligation of the
Company to deliver the Senior Notes shall be subject to the conditions set forth
in the first sentence of subparagraphs 7(a)(i) and 7(a)(ii). In case said
conditions shall not have been fulfilled, this Agreement may be terminated by
the Company by mailing or delivering written notice thereof to the
Representative. Any such termination shall be without liability of any party to
any other party except as otherwise provided in paragraphs 6(b) and 6(i) and in
Sections 9 and 10 hereof.
<PAGE>
9. Indemnification. (a) The Company agrees to indemnify and hold
harmless each Underwriter and each person who controls any Underwriter within
the meaning of Section 15 of the Securities Act or Section 20(a) of the
Securities Exchange Act, against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Securities Act, the Securities Exchange Act, or any other statute or
common law and to reimburse each such Underwriter and controlling person for any
legal or other expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with investigating any
such losses, claims, damages, or liabilities, or in connection with defending
any actions, insofar as such losses, claims, damages, liabilities, expenses or
actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or the
Prospectus, or in either such document as amended or supplemented (if any
amendments or supplements thereto shall have been furnished), or any Preliminary
Prospectus (if and when used prior to the effective date of the Registration
Statement), or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided that the foregoing agreement, insofar as it relates to any
Preliminary Prospectus, shall not inure to the benefit of any Underwriter (or to
the benefit of any person who controls such Underwriter) on account of any
losses, claims, damages or liabilities arising out of the sale of any of the
Senior Notes by such Underwriter to any person if it shall be established that a
copy of the Prospectus, excluding any documents incorporated by reference (as
supplemented or amended, if the Company shall have made any supplements or
amendments which have been furnished to the Representative), shall not have been
sent or given by or on behalf of such Underwriter to such person at or prior to
the written confirmation of the sale to such person in any case where such
delivery is required by the Securities Act, if the misstatement or omission
leading to such loss, claim, damage or liability was corrected in the Prospectus
(excluding any documents incorporated by reference) as amended or supplemented,
and such correction would have cured the defect giving rise to such loss, claim,
damage, or liability; and provided further, however, that the indemnity
agreement contained in this paragraph 9(a) shall not apply to any such losses,
claims, damages, liabilities, expenses or actions arising out of or based upon
any such untrue statement or alleged untrue statement, or any such omission or
alleged omission, if such statement or omission was made in reliance upon
information furnished herein or otherwise in writing to the Company by or on
behalf of any Underwriter for use in the Registration Statement or any amendment
thereto, in the Prospectus or any supplement thereto, or in any Preliminary
Prospectus. The indemnity agreement of the Company contained in this paragraph
(a) and the representations and warranties of the Company contained in Section 3
hereof shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or any such controlling
person, and shall survive the delivery of the Senior Notes.
<PAGE>
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its officers and directors, each other
Underwriter, and each person who controls any thereof within the meaning of
Section 15 of the Securities Act or Section 20(a) of the Securities Exchange
Act, against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Securities
Act, the Securities Exchange Act, or any other statute or common law and to
reimburse each of them for any legal or other expenses (including, to the extent
hereinafter provided, reasonable counsel fees) incurred by them in connection
with investigating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or in either such document as amended
or supplemented (if any amendments or supplements thereto shall have been
furnished), or any Preliminary Prospectus (if and when used prior to the
effective date of the Registration Statement), or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, if such statement or
omission was made in reliance upon information furnished herein or in writing to
the Company by or on behalf of such Underwriter for use in the Registration
Statement or the Prospectus or any amendment or supplement to either thereof, or
any Preliminary Prospectus. The indemnity agreement of the respective
Underwriters contained in this paragraph 9(b) shall remain operative and in full
force and effect, regardless of any investigation made by or on behalf of the
Company, or any such other Underwriter or any such controlling person, and shall
survive the delivery of the Senior Notes.
(c) The Company and each of the Underwriters agrees that, upon the
receipt of notice of the commencement of any action against the Company or any
of its officers or directors, or any person controlling the Company, or against
such Underwriter or controlling person as aforesaid, in respect of which
indemnity may be sought on account of any indemnity agreement contained herein,
it will promptly give written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder, but the omission so to
notify such indemnifying party or parties of any such action shall not relieve
such indemnifying party or parties from any liability which it or they may have
to the indemnified party otherwise than on account of such indemnity agreement.
In case such notice of any such action shall be so given, such indemnifying
party shall be entitled to participate at its own expense in the defense or, if
it so elects, to assume (in conjunction with any other indemnifying parties) the
defense of such action, in which event such defense shall be conducted by
counsel chosen by such indemnifying party (or parties) and satisfactory to the
indemnified party or parties who shall be defendant or defendants in such
action, and such defendant or defendants shall bear the fees and expenses of any
additional counsel retained by them; provided that, if the defendants in any
such action include both the indemnified party and the indemnifying party (or
parties) and the indemnified party shall have reasonably concluded that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party (or
parties), the indemnified party shall have the right to select separate counsel
to assert such legal defenses and to participate otherwise in the defense of
such action on behalf of such indemnified party. The indemnifying party shall
bear the reasonable fees and expenses of counsel retained by the indemnified
party if (i) the indemnified party shall have retained such counsel in
connection with the assertion of legal defenses in accordance with the proviso
to the preceding sentence (it being understood, however, that the indemnifying
party shall not be liable for the expenses of more than one separate counsel,
representing the indemnified parties under paragraphs 9(a) or 9(b), as the case
may be, who are parties to such action), (ii) the indemnifying party shall have
elected not to assume the defense of such action, (iii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of the
commencement of the action, or (iv) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.
<PAGE>
(d) If the indemnification provided for in this Section 9 is
unavailable to or insufficient to hold harmless an indemnified party under
paragraphs (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the Company, on the one hand, and of you, on the other, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations, including relative benefit. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading relates to
information supplied by the Company on the one hand or by you on the other and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and you agree that
it would not be just and equitable if contribution pursuant to this paragraph
(d) were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to above in
this paragraph (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this paragraph (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Underwriters' obligations
under this paragraph (d) to contribute are several in proportion to their
respective underwriting obligations and not joint.
10. Termination by the Company. If any one or more of the
Underwriters shall fail or refuse to purchase the Senior Notes which it or they
have agreed to purchase hereunder, and the aggregate principal amount of the
Senior Notes which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase is not more than one-tenth of the aggregate principal
amount of the Senior Notes, the other Underwriters shall be obligated severally
in the proportions which the principal amount of the Senior Notes set forth
opposite their respective names in Schedule II bears to the aggregate
underwriting obligations of all non-defaulting Underwriters, or in such other
proportions as the Underwriters may specify, to purchase the Senior Notes which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase. If any Underwriter or Underwriters shall so fail or refuse to purchase
Senior Notes and the aggregate principal amount of the Senior Notes with respect
to which such default occurs is more than one-tenth of the aggregate principal
amount of the Senior Notes and arrangements satisfactory to the Underwriters and
the Company for the purchase of such Senior Notes are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Underwriter (except as provided in paragraph 6(i) and
Section 9) or of the Company (except as provided in paragraph 6(b) and Section
9). In any such case not involving a termination, either the Representative or
the Company shall have the right to postpone the Closing Date, but in no event
for longer than seven days, in order that the required changes, if any, in the
Registration Statement and in the Prospectus or in any other documents or
arrangements may be effected. Any action taken under this Section 10 shall not
relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
<PAGE>
11. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or
contained in certificates of officers of the Company submitted pursuant hereto
shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any Underwriter or any controlling person
of any Underwriter, or by or on behalf of the Company, and shall survive
delivery of the Senior Notes.
12. Miscellaneous. The validity and interpretation of this Agreement
shall be governed by the laws of the State of New York. This Agreement shall
inure to the benefit of the Company, the Underwriters and, with respect to the
provisions of Section 9 hereof, each controlling person and each officer and
director of the Company referred to in said Section 9, and their respective
successors, assigns, executors and administrators. Nothing in this Agreement is
intended or shall be construed to give to any other person, firm or corporation
any legal or equitable right, remedy or claim under or in respect of this
Agreement or any provision herein contained. The term "successors" as used in
this Agreement shall not include any purchaser, as such, of any of the Senior
Notes from any of the several Underwriters.
13. Notices. All communications hereunder shall be in writing and if
to the Underwriters shall be mailed, telexed, telecopied or delivered to the
Representative at the address set forth on Schedule I hereto, or if to the
Company shall be mailed, telexed, telecopied or delivered to it, attention of
Treasurer, Virginia Electric and Power Company, 701 E. Cary Street, Richmond,
Virginia 23219-3932.
<PAGE>
Please sign and return to us a counterpart of this letter, whereupon
this letter will become a binding agreement between the Company and the several
Underwriters in accordance with its terms.
VIRGINIA ELECTRIC AND POWER COMPANY
By: /s/ J.A. Shaw
---------------------------
Title: Senior Vice President
and Chief Financial
Officer
The foregoing agreement is hereby
confirmed and accepted, as of the
date first above written.
LEHMAN BROTHERS INC.
By: /s/ James C. Penrose
-----------------------------
Title: Managing Director
Acting individually and on
behalf of the other several
Underwriters named in
Schedule II hereto.
<PAGE>
SCHEDULE I
Title of Senior Notes: 1998 Series A 7.15% Senior Notes, due June 30, 2038
Aggregate Principal Amount: $150,000,000
Denominations: $25 and any integral multiple thereof
Initial Price to Public:
100% of the principal amount of the Senior Notes plus accrued
interest, if any, from the date of issuance
Initial Purchase Price to be paid by Underwriters:
96.85% of the principal amount of the Senior Notes except that
such price will be increased to 99% of the principal amount of
the Senior Notes sold to certain institutions
Concessions and reallowances to dealers and brokers:
Concession: Up to $.50 per Senior Note
Reallowance: Up to $.30 per Senior Note
Specified funds for payment of purchase price: Federal funds (by wire transfer).
Time of Delivery: June 17, 1998, 10:00 a.m.
Closing Location: One James Center
901 East Cary Street
Richmond, VA 23219
The Senior Notes will be available for inspection by the
Representative at: One James Center
901 East Cary Street
Richmond, VA 23219
<PAGE>
Address for Notices to the Underwriters:
Lehman Brothers Inc.
Three World Financial Center
200 Vesey Street, 6th Floor
New York, NY 10285
<PAGE>
SCHEDULE II
Principal Amount
Underwriter of Senior Notes to be Purchased
- ----------- -------------------------------
Lehman Brothers Inc. $ 18,437,500
A. G. Edwards & Sons, Inc. 18,437,500
Goldman, Sachs & Co. 18,437,500
Morgan Stanley & Co. Incorporated 18,437,500
Smith Barney Inc. 18,437,500
Wheat, First Securities, Inc. 18,437,500
BT Alex.Brown Incorporated 1,875,000
Bear, Stearns & Co. Inc. 1,875,000
Craigie Incorporated 1,875,000
Davenport & Company LLC 1,875,000
EVEREN Securities, Inc. 1,875,000
Janney Montgomery Scott Inc. 1,875,000
Edward D. Jones & Co., L.P. 1,875,000
Legg Mason Wood Walker, Incorporated 1,875,000
McDonald & Company Securities, Inc. 1,875,000
Prudential Securities Incorporated 1,875,000
Scott & Stringfellow, Inc. 1,875,000
Advest, Inc. 750,000
Robert W. Baird & Co. Incorporated 750,000
J.C. Bradford & Co. 750,000
JW Charles Securities, Inc. 750,000
Cowen & Company 750,000
Dain Rauscher Incorporated 750,000
Fahnestock & Co. Inc. 750,000
First Albany Corporation 750,000
Gruntal & Co., L.L.C. 750,000
J. J. B. Hilliard, W. L. Lyons, Inc. 750,000
Interstate/Johnson Lane Corporation 750,000
McGinn, Smith & Co., Inc. 750,000
Mesirow Financial, Inc. 750,000
Morgan Keegan & Company, Inc. 750,000
The Ohio Company 750,000
Olde Discount Corporation 750,000
Parker/Hunter Incorporated 750,000
Piper Jaffray Inc. 750,000
Ragen MacKenzie Incorporated 750,000
Raymond James & Associates, Inc. 750,000
The Robinson-Humphrey Company, LLC 750,000
Roney Capital Markets
a division of First Chicago Capital Markets, Inc. 750,000
Stephens Inc. 750,000
Stifel, Nicolaus & Company, Incorporated 750,000
Tucker Anthony Incorporated 750,000
---------------
$150,000,000
<PAGE>
SCHEDULE III
PROPOSED FORM OF OPINION
OF
MAYS & VALENTINE, L.L.P.
NationsBank Center
1111 East Main Street
Richmond, Virginia 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
1998 Series A ___% Senior Notes,
due June 30, 2038
June ___, 1998
Lehman Brothers Inc., as Representative
Three World Financial Center
200 Vesey Street, 6th Floor
New York, NY 10285
Ladies and Gentlemen:
We have acted as counsel for you in connection with
arrangements for the issuance by Virginia Electric and Power Company (the
Company) of up to U.S. $150,000,000 aggregate principal amount of its 1998
Series A ___% Senior Notes, due June 30, 2038 (the Senior Notes) under and
pursuant to a Senior Indenture, dated as of June 1, 1998 between the Company and
The Chase Manhattan Bank, as trustee (the Trustee), as supplemented by First
Supplemental Indenture dated as of June 1, 1998 (collectively, the Senior
Indenture), and the offering of the Senior Notes by you pursuant to an
Underwriting Agreement dated June ___, 1998 by and between you and the Company
(the Underwriting Agreement). All terms not otherwise defined herein shall have
the meanings set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our
satisfaction of such corporate records of the Company, indentures, agreements
and other instruments, certificates of public officials, certificates of
officers and representatives of the Company and of the Trustee, and other
documents, as we have deemed necessary as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Underwriting Agreement have been
satisfactory to us.
<PAGE>
In addition, we attended the closing held today at the offices
of McGuire, Woods, Battle & Boothe LLP, One James Center, Richmond, Virginia, at
which the Company satisfied the conditions contained in Section 7 of the
Underwriting Agreement that are required to be satisfied as of the Closing Date.
Based upon the foregoing, and having regard to legal
considerations that we deem relevant, we are of the opinion that:
A. The Company is a corporation duly incorporated and existing
under the laws of Virginia and is duly qualified as a foreign corporation in
West Virginia and North Carolina, and has corporate power to transact its
business as described in the Prospectus.
B. The Underwriting Agreement has been duly authorized by all
necessary corporate action and has been duly executed and delivered by the
Company.
C. The Senior Indenture has been duly authorized, executed and
delivered by, and constitutes a valid and binding obligation of, the Company and
has been duly qualified under the Trust Indenture Act, except that we express no
opinion as to the validity or enforceability of any covenant to pay interest on
defaulted interest, and the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally from time to time in force and general principles of
equity.
D. The Senior Notes have been duly authorized by the Company
and, when executed by the Company and completed and authenticated by the Trustee
in accordance with the Senior Indenture and delivered and paid for as provided
in the Underwriting Agreement, will have been duly issued under the Senior
Indenture and will constitute valid and binding obligations of the Company
entitled to the benefits provided by the Senior Indenture, except that the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally from time
to time in force and general principles of equity.
E. The Registration Statement with respect to the Senior Notes
filed pursuant to the Securities Act, has become effective and remains in effect
at this date, and the Prospectus in the form filed as part of the Registration
Statement, including all Incorporated Documents constituting a part thereof, may
lawfully be used for the purposes specified in the Securities Act in connection
with the offer for sale and the sale of Senior Notes in the manner therein
specified.
<PAGE>
The Registration Statement and the Prospectus (except the
financial statements incorporated by reference therein, as to which we express
no opinion) appear on their face to be appropriately responsive in all material
respects to the requirements of the Securities Act, and to the applicable rules
and regulations of the Commission thereunder.
As to the statements relating to the Senior Notes under
DESCRIPTION OF THE SENIOR NOTES AND SENIOR SUBORDINATED NOTES in the prospectus
initially filed as part of the Registration Statement, as supplemented by the
statements under the DESCRIPTION OF THE 1998 SERIES A SENIOR NOTES in the
Prospectus Supplement dated June __, 1998 (the Prospectus Supplement), we are of
the opinion that the statements are accurate and do not omit any material fact
required to be stated therein or necessary to make such statements not
misleading. As to the statistical statements in the Registration Statement
(which includes the Incorporated Documents), we have relied solely on the
officers of the Company. As to the other matters, we have not undertaken to
determine independently the accuracy or completeness of the statements contained
or incorporated by reference in the Registration Statement or in the Prospectus.
We accordingly assume no responsibility for the accuracy or completeness of the
statements made in the Registration Statement except as stated above in regard
to the above captions. We note that we were not involved in the preparation of
the Registration Statement or the prospectus initially filed as part thereof,
and that the Incorporated Documents were prepared and filed by the Company
without our participation. We have, however, participated in conferences with
counsel for and representatives of the Company in connection with the
preparation of the Prospectus Supplement, and we have reviewed the Incorporated
Documents and such of the corporate records of the Company as we deemed
advisable. None of the foregoing disclosed to us any information that gives us
reason to believe that the Registration Statement or the Prospectus contained
(except the financial statements incorporated by reference therein, as to which
we express no opinion) on the date the Registration Statement became effective
or now contains any untrue statement of a material fact or omitted on said date
or now omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The foregoing opinion is given on
the basis that any statement contained in an Incorporated Document shall be
deemed not to be contained in the Registration Statement or Prospectus if the
statement has been modified or superseded by any statement in a subsequently
filed Incorporated Document or in the Registration Statement or Prospectus.
F. An appropriate order of the Virginia Commission with
respect to the sale of the Senior Notes on the terms and conditions set forth in
the Underwriting Agreement has been issued, and said order remains in effect at
this date and constitutes valid and sufficient authorization for the sale of the
Senior Notes as contemplated by the Underwriting Agreement. We understand said
order does not contain any provision unacceptable to you under the Underwriting
Agreement. No approval or consent by any public regulatory body, other than such
order and notification of effectiveness by the Commission, is legally required
in connection with the sale of the Senior Notes as contemplated by the
Underwriting Agreement (except to the extent that compliance with the provisions
of securities or blue-sky laws of certain states may be required in connection
with the sale of the Senior Notes in such states) and the carrying out of the
provisions of the Underwriting Agreement.
<PAGE>
G. The Senior Notes conform to their description in the
Underwriting Agreement and to the statements with respect thereto contained in
the Registration Statement and the Prospectus.
Very truly yours,
MAYS & VALENTINE, L.L.P.
<PAGE>
SCHEDULE IV
PROPOSED FORM OF OPINION
OF
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
Re: VIRGINIA ELECTRIC AND POWER COMPANY
IV - 1
1998 Series A ___% Senior Notes
due June 30, 2038
June ___, 1998
Lehman Brothers Inc., as Representative
Three World Financial Center
200 Vesey Street, 6th Floor
New York, NY 10285
Ladies and Gentlemen:
The arrangements for issuance of up to U.S. $150,000,000 aggregate
principal amount of 1998 Series A ___% Senior Notes, due June 30, 2038 (the
Senior Notes), of Virginia Electric and Power Company (the Company) under a
Senior Indenture dated as of June 1, 1998 between the Company and The Chase
Manhattan Bank, as trustee (the Trustee), as supplemented by a First
Supplemental Indenture dated as of June 1, 1998 (collectively, the Senior
Indenture), and pursuant to an Underwriting Agreement dated June ___, 1998 by
and between the Company and the Underwriters listed on Schedule II as attached
thereto (the Underwriting Agreement), have been taken under our supervision as
counsel for the Company. Terms not otherwise defined herein have the meanings
set forth in the Underwriting Agreement.
We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, indentures, agreements, and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and of the Trustee, and other documents, as we
have deemed it necessary to require as a basis for the opinions hereinafter
expressed. As to various questions of fact material to such opinions, we have,
when relevant facts were not independently established, relied upon
certifications by officers of the Company, the Trustee and other appropriate
persons and statements contained in the Registration Statement hereinafter
mentioned. All legal proceedings taken as of the date hereof in connection with
the transactions contemplated by the Underwriting Agreement have been
satisfactory to us.
<PAGE>
In regard to the title of the Company to its properties, we have made
no independent investigation of original records but our opinion is based (a)
with respect to land and rights of way for electric lines of 69,000 volts or
more, solely on reports and opinions by counsel in whom we have confidence and
(b) with respect to rights of way for electric lines of less than 69,000 volts
and various matters of fact in regard to all other properties, solely on
information from officers of the Company.
On this basis we are of the opinion that:
1. The Company is a corporation duly organized and existing under the
laws of Virginia and is duly qualified as a foreign corporation in West Virginia
and North Carolina. Neither the nature of the Company's business nor the
properties it owns or holds under lease makes necessary qualification as a
foreign corporation in any state where it is not now so qualified or where the
failure to be so qualified would have a material adverse effect on the Company
and its subsidiaries taken as a whole, and the Company has corporate power to
conduct its business and to issue the Senior Notes.
2. All requisite corporate and governmental authorizations have been
given for the issuance of the Senior Notes under the Senior Indenture.
3. The Underwriting Agreement has been duly authorized by all necessary
corporate action and has been duly executed and delivered by the Company.
4. The Senior Indenture has been duly authorized, executed, and
delivered by, and constitutes a valid and binding obligation of, the Company and
has been duly qualified under the Trust Indenture Act, except that we express no
opinion as to the validity or enforceability of any covenant to pay interest on
defaulted interest and except that the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally from time to time in force and general
principles of equity.
5. The Senior Notes have been duly authorized by the Company and, when
duly executed by the Company and completed and authenticated by the Trustee in
accordance with the Senior Indenture and issued, delivered and paid for in
accordance with the Underwriting Agreement, will have been duly issued under the
Senior Indenture and will constitute valid and binding obligations of the
Company entitled to the benefits provided by the Senior Indenture, except that
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally from time to time in force and general principles of equity.
<PAGE>
6. The Registration Statement with respect to the Senior Notes filed
pursuant to the Securities Act, has become effective and remains in effect at
this date, and the Prospectus may lawfully be used for the purposes specified in
the Securities Act in connection with the offer for sale and the sale of the
Senior Notes in the manner therein specified.
The statements in regard to our firm under the caption EXPERTS in the
Prospectus relating to the Senior Notes are correct, and we are of the opinion
that, so far as governed by the laws of the United States, North Carolina or
Virginia, the legal conclusions relating to franchises, title to its properties,
rates, environmental and other regulatory matters and litigation in the
Company's Annual Report on Form 10-K incorporated in the Prospectus by reference
and the description of the provisions of the Senior Indenture and the terms of
the Senior Notes contained in the prospectus initially filed as part of the
Registration Statement under DESCRIPTION OF THE SENIOR NOTES AND SENIOR
SUBORDINATED NOTES, as supplemented by the statements under DESCRIPTION OF THE
1998 SERIES A SENIOR NOTES in the Prospectus Supplement dated June ___, 1998,
are substantially accurate and fair. As to the statistical statements in the
Registration Statement (which includes the Incorporated Documents), we have
relied solely on the officers of the Company. As to other matters of fact, we
have consulted with officers and other employees of the Company to inform them
of the disclosure requirements of the Securities Act. We have examined various
reports, records, contracts and other documents of the Company and orders and
instruments of public officials, which our investigation led us to deem
pertinent. In addition, we attended the due diligence meetings with
representatives of the Company and the closing at which the Company satisfied
the conditions contained in Section 7 of the Underwriting Agreement. We have
not, however, undertaken to make any independent review of the other records of
the Company. We accordingly assume no responsibility for the accuracy or
completeness of the statements made in the Registration Statement except as
stated above in regard to the aforesaid captions. But such consultation,
examination and attendance disclosed to us no information with respect to such
other matters that gives us reason to believe that the Registration Statement or
the Prospectus contained on the date the Registration Statement became effective
or contains now any untrue statement of a material fact or omitted on said date
or omits now to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. We are of the opinion that the
Registration Statement (excepting the financial statements incorporated therein
by reference, as to which we express no opinion) complies as to form in all
material respects with all legal requirements and is now effective.
The Registration Statement and the Prospectus (except the financial
statements incorporated by reference therein, as to which we express no opinion)
appear on their face to be appropriately responsive in all material respects to
the requirements of the Securities Act, and to the applicable rules and
regulations of the Commission thereunder.
7. The titles and interests of the Company in and to its properties are
reasonably adequate to enable the Company to carry on its business and the
Company holds such franchises, permits and licenses as are reasonably adequate
to enable the Company to carry on its business, and, as to any franchises,
permits and licenses that the Company does not hold, the absence thereof will
not materially adversely affect the operation, business and properties of the
Company as a whole.
<PAGE>
8. Except as set forth in the Registration Statement, there are no
pending legal, administrative or judicial proceedings with respect to the
Company that are required to be described in Form S-3.
The opinions in paragraphs 6 and 8 hereof are given on the basis that
any statement contained in an Incorporated Document shall be deemed not to be
contained in the Registration Statement or Prospectus if the statement has been
modified or superseded by any statement in a subsequently filed Incorporated
Document or in the Registration Statement or Prospectus.
Yours very truly,
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
VIRGINIA ELECTRIC AND POWER COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
-------------------------
First Supplemental Indenture
Dated as of June 1 , 1998
-------------------------
$150,000,000
1998 Series A 7.15% Senior Notes
due June 30, 2038
<PAGE>
TABLE OF CONTENTS 1
ARTICLE 1
SERIES A 7.15% SENIOR NOTES
<TABLE>
<CAPTION>
<S> <C>
SECTION 101. Establishment............................................ 1
SECTION 102. Definitions.............................................. 2
SECTION 103. Payment of Principal and Interest........................ 4
SECTION 104. Denominations............................................ 5
SECTION 105. Global Securities........................................ 5
SECTION 106. Redemption............................................... 6
SECTION 107. Additional Interest...................................... 7
SECTION 108. Listing of Series A Notes................................ 9
SECTION 109. Paying Agent............................................. 9
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Corporation.................................. 10
SECTION 202. Ratification and Incorporation of Original Indenture..... 10
SECTION 203. Executed in Counterparts................................. 10
SECTION 204. Assignment............................................... 10
- --------
(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.
<PAGE>
THIS FIRST SUPPLEMENTAL INDENTURE is made as of the first day of June,
1998, by and between VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia
corporation, having its principal office at 701 East Cary Street, Richmond,
Virginia 23219-3932 (the "Corporation"), and 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 Corporation has heretofore entered into a Senior
Indenture, dated as of June 1, 1998 (the "Original Indenture") with The Chase
Manhattan Bank;
WHEREAS, the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this First 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 Corporation and the Trustee;
WHEREAS, the Corporation 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 First Supplemental Indenture and to make it a valid and binding
obligation of the Corporation 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 1
1998 SERIES A 7.15% SENIOR NOTES
SECTION 101. Establishment. There is hereby established a new series of
Securities to be issued under the Indenture, to be designated as the
Corporation's 1998 Series A 7.15 % Senior Notes, due June 30, 2038 (the "Series
A Notes").
There are to be authenticated and delivered $150,000,000 principal amount
of Series A Notes, and no further Series A Notes shall be authenticated and
delivered except as provided by Sections 304, 305, 306, 906 or 1106 of the
Original Indenture. The Series A Notes shall be issued in definitive fully
registered form without coupons.
<PAGE>
The Series A Notes shall be in substantially the form set out in Exhibit A
hereto. The entire principal amount of the Series A Notes shall initially be
evidenced by one certificate issued to Cede & Co.
The form of the Trustee's Certificate of Authentication for the Series A
Notes shall be in substantially the form set forth in Exhibit B hereto.
Each Series A 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.
"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.
"Interest Payment Dates" means March 31, June 30, September 30 and
December 31 of each year.
"Original Issue Date" means June 17, 1998.
"Outstanding", when used with respect to the Series A Notes, means, as
of the date of determination, all Series A Notes, theretofore authenticated and
delivered under the Indenture, except:
(i) Series A Notes theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(ii) Series A Notes for whose payment or redemption the
necessary amount of money or money's worth has been theretofore deposited with
the Trustee or any Paying Agent (other than the Corporation) in trust or set
aside and segregated in trust by the Corporation (if the Corporation shall act
as its own Paying Agent) for the Holders of such Series A Notes; provided that
if such Series A Notes are to be redeemed, notice of such redemption has been
duly given pursuant to the Indenture or provision therefor satisfactory to the
Trustee has been made;
<PAGE>
(iii) Series A Notes as to which Defeasance has been effected
pursuant to Section 1302 of the Original Indenture; and
(iv) Series A Notes that have been paid pursuant to Section
306 or in exchange for or in lieu of which other Series A Notes have been
authenticated and delivered pursuant to the Indenture, other than any such
Series A Notes in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Series A Notes are held by a bona
fide purchaser in whose hands such Series A Notes are valid obligations of the
Corporation; provided, however, that in determining, during any period in which
any Series A Notes are owned by any Person other than the Corporation or any
Affiliate thereof, whether the Holders of the requisite principal amount of
Outstanding Series A Notes have given, made or taken any request, demand,
authorization, direction, notice, consent, waiver or other action hereunder as
of any date, Series A Notes owned, whether of record or beneficially, by the
Corporation or any Affiliate thereof shall be disregarded and deemed not to be
Outstanding. In determining whether the Trustee shall be protected in relying
upon such request, demand, authorization, direction, notice, consent, waiver or
other action, only Series A Notes that the Trustee knows to be so owned by the
Corporation or an Affiliate of the Corporation in the above circumstances shall
be so disregarded. Series A Notes so owned that have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee's right so to act with respect to such Series A Notes
and that the pledgee is not the Corporation or any Affiliate of the Corporation.
"Regular Record Date" means, with respect to each Interest Payment
Date, the close of business on the 15th calendar day preceding such Interest
Payment Date.
"Stated Maturity" means June 30, 2038.
SECTION 103. Payment of Principal and Interest. The principal of the
Series A Notes shall be due at the Stated Maturity (subject to earlier
redemption). The unpaid principal amount of the Series A Notes shall bear
interest at the rate of 7.15% 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 quarterly in arrears on each Interest Payment Date to the Person
in whose name the Series A 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 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 ("Special Record Date"), notice whereof shall be given to Holders
of the Series A 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 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.
<PAGE>
Payments of interest on the Series A Notes will include interest
accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Series A 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 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), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, 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 Notes shall be
made at the office of the Paying Agent in such coin or 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 or at earlier redemption of any Series A Notes being made upon
surrender of such Series A 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 Corporation, (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 the date for
payment by the Person entitled thereto. In the event that any date on which
principal and interest is payable on the Series A Notes is not a Business Day,
then payment of the principal and 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), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date the payment was originally payable.
SECTION 104. Denominations. The Series A Notes may be issued in
denominations of $25, or any integral multiple thereof.
SECTION 105. Global Securities. The Series A Notes will be issued
initially in the form of one or more Global Securities registered in the name of
the Depositary (which shall be The Depository Trust Company) or its nominee.
Except under the limited circumstances described below, Series A Notes
represented by such Global Security or Global Securities will not be
exchangeable for, and will not otherwise be issuable as, Series A Notes in
definitive form. The Global Securities described above may not be transferred
except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or to a
successor Depositary or its nominee.
<PAGE>
Owners of beneficial interests in such a Global Security will not be
considered the Holders thereof for any purpose under the Indenture, and no
Global Security representing a Series A Note shall be exchangeable, except for
another Global Security of like denomination and tenor to be registered in the
name of the Depositary or its nominee or to a successor Depositary or its
nominee or except as described below. The rights of Holders of such Global
Security shall be exercised only through the Depositary.
A Global Security shall be exchangeable for Series A Notes registered
in the names of persons other than the Depositary or its nominee only if (i) the
Depositary notifies the Corporation that it is unwilling or unable to continue
as a Depositary for such Global Security and no successor Depositary shall have
been appointed by the Corporation within 90 days of receipt by the Corporation
of such notification, or if at any time the Depositary ceases to be a clearing
agency registered under the Exchange Act at a time when the Depositary is
required to be so registered to act as such Depositary and no successor
Depositary shall have been appointed by the Corporation within 90 days after it
becomes aware of such cessation, or (ii) the Corporation in its sole discretion
determines that such Global Security shall be so exchangeable. Any Global
Security that is exchangeable pursuant to the preceding sentence shall be
exchangeable for Series A Notes registered in such names as the Depositary shall
direct.
SECTION 106. Redemption. The Series A Notes shall be subject to
redemption at the option of the Corporation, in whole or in part, without
premium or penalty, at any time or from time to time on or after June 30, 2003,
at a Redemption Price equal to 100% of the principal amount to be redeemed plus
accrued but unpaid interest to the Redemption Date. The election of the
Corporation to redeem, in whole or in part, the Series A Notes shall be
evidenced by an Officers' Certificate.
In the event of redemption of the Series A Notes in part only, a new
Series A Note or Notes for the unredeemed portion shall be issued in the name or
names of the Holders thereof upon the surrender thereof.
The Series A Notes shall not have a sinking fund.
Notice of redemption shall be given as provided in Section 1104 of the
Original Indenture.
Any redemption of less than all of the Series A Notes shall, with
respect to the principal thereof, be divisible by $25.
SECTION 107. Additional Interest. Any principal of and instalment of
interest on the Series A Notes that is overdue shall bear interest at the rate
of 7.15% (to the extent that the payment of such interest shall be legally
enforceable), from the dates such amounts are due until they are paid or made
available for payment, and such interest shall be payable on demand.
<PAGE>
SECTION 108. Listing of Series A Notes. The Corporation shall use its
best efforts to list the Series A Notes on the New York Stock Exchange or any
other exchange on which the Corporation's securities are listed. The Corporation
shall notify the Trustee if and when the Series A Notes become admitted to
trading on the New York Stock Exchange or any other national securities
exchange.
SECTION 109. Paying Agent. The Trustee shall initially serve as Paying
Agent with respect to the Series A Notes, with the Place of Payment initially
being the Corporate Trust Office of the Trustee.
ARTICLE 2
MISCELLANEOUS PROVISIONS
SECTION 201. Recitals by Corporation. The recitals in this First
Supplemental Indenture are made by the Corporation 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 of the Series A Notes and of this First Supplemental
Indenture as fully and with like effect as if set forth herein in full.
SECTION 202. Ratification and Incorporation of Original Indenture. As
supplemented hereby, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this First Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 203. Executed in Counterparts. This Supplemental Indenture may
be 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.
SECTION 204. Assignment. The Corporation shall have the right at all
times to assign any of its rights or obligations under this Indenture with
respect to the Series A Notes to a direct or indirect wholly-owned subsidiary of
the Corporation; provided that, in the event of any such assignment, the
Corporation shall remain primarily liable for the performance of all such
obligations. The Indenture may also be assigned by the Corporation in connection
with a transaction described in Article Eight of the Original Indenture.
<PAGE>
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized officers, all as of the day
and year first above written.
VIRGINIA ELECTRIC AND
POWER COMPANY
By: ______________________
Attest:
- ---------------------------------
THE CHASE MANHATTAN BANK,
as Trustee
By: ______________________
Attest:
- ----------------------------------
<PAGE>
EXHIBIT A
FORM OF
1998 SERIES A 7.15% SENIOR NOTE,
DUE JUNE 30, 2038
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF [CEDE & CO.] OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO [CEDE & CO.], ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, [CEDE & CO.,] HAS AN INTEREST HEREIN.]**
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]**
--------------------------
VIRGINIA ELECTRIC AND POWER COMPANY
--------------------------
$____________
1998 SERIES A 7.15% SENIOR NOTE,
DUE JUNE 30, 2038
- --------------------
**Insert in Global Securities.
No. ___ CUSIP No. ____
Virginia Electric and Power Company, a corporation duly
organized and existing under the laws of Virginia (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to [Cede & Co.]**, or
registered assigns (the "Holder"), the principal sum of __________________
Dollars ($______________) on June 30, 2038, and to pay interest thereon from
June __, 1998 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly on March 31, June 30, September 30
and December 31 in each year, commencing June 30, 1998, at the rate of 7.15% per
annum, until the principal hereof is paid or made available for payment provided
that any principal and premium, and any such instalment of interest, that is
overdue shall bear interest at the rate of 7.15% per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the fifteenth calendar day
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 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 on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.
Payment of the principal of (and premium, if any) and any such
interest on this Security will be made at the office of the Paying Agent, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made (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 the date for payment by the
Person entitled thereto.
<PAGE>
Reference is hereby made to the further provisions of this
Security 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 Security 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 instrument to
be duly executed under its corporate seal.
Virginia Electric and Power Company
By_________________________________
Attest:
- ------------------------------
<PAGE>
[REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities"), issued and to be issued in one
or more series under a Senior Indenture, dated as of June 1, 1998, as
supplemented by the First Supplemental Indenture dated as of June 1, 1998 (as
amended or supplemented from time to time, herein called the "Indenture", which
term shall have the meaning assigned to it in such instrument), between the
Company and The Chase Manhattan Bank, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture), and reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof limited in aggregate principal
amount to $150,000,000.
The Securities of this series are subject to redemption upon
not less than 30 days notice by mail, at any time on or after June 30, 2003, as
a whole or in part, at the election of the Company, at a Redemption Price equal
to 100% of the principal amount, together in the case of any such redemption
with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on the face
hereof, all as provided in the Indenture.
In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
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 the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, 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 Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange therefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
<PAGE>
As provided in and subject to the provisions of the Indenture,
the Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than a majority in principal
amount of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default as Trustee and offered the Trustee reasonable indemnity, and the
Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed or
provided for herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, 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 Security is registrable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any premium and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $25.00 and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series having the same Stated Maturity
and of like tenor of any authorized denominations as requested by the Holder
upon surrender of the Note or Notes to be exchanged at the office or agency of
the Company.
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 Security 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 Security is registered as the owner
hereof for all purposes, whether or not this Security 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 Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with rights of survivorship
and not as tenants in common
UNIF GIFT MIN ACT -- ________________________Custodian for
(Cust)
----------------------------
(Minor)
Under Uniform Gifts to Minors Act of
-----------------------------
(State)
Additional abbreviations may also be used though not on the above list.
- -------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s)unto
____________________ (please insert Social Security or other identifying number
of assignee).
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
agent to transfer said Security on the books of the Corporation, with full power
of substitution in the premises.
Dated: __________________ __, ____
----------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument in every particular without
alteration or enlargement, or any change whatever.
<PAGE>
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK,
as Trustee
By: _____________________
Authorized Officer
</TABLE>
Exhibit 12
<TABLE>
<CAPTION>
VIRGINIA ELECTRIC AND POWER COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(thousands of dollars)
Twelve Months Ended
---------------------------------------------------------------------------------------------
Mar-98 Dec-97 Dec-96 Dec-95 Dec-94 Dec-93
---------- ---------- --------- ---------- ---------- ----------
<S> <C>
Net Income $457,385 $469,114 $457,304 $432,844 $447,144 $509,051
Add: Income Taxes 246,824 249,293 243,993 228,785 225,647 257,217
---------- ---------- --------- ---------- ---------- ----------
Total Pretax Net Income $704,209 $718,407 $701,297 $661,629 $672,791 $766,268
========== ========== ========= ========== ========== ==========
Fixed Charges:
Interest on Long-Term Debt $302,051 $274,850 $287,928 $302,618 $291,864 $300,152
Other Interest inc. above 30,703 22,380 19,998 7,551 19,121
Paid Distribution of
Affiliate 10,868 10,868 10,867 3,653
Estimated Interest Factor
of Rents Charged to
Operating Expenses,
Clearing & Other
Accounts 9,228 8,595 6,291 6,475 7,132 5,660
---------- ---------- --------- ---------- ---------- ----------
Total Fixed Charges $322,147 $325,016 $327,466 $332,744 $306,547 $324,933
========== ========== ========= ========== ========== ==========
Earnings as Defined $1,026,356 $1,043,423 $1,028,763 $994,373 $979,338 $1,091,201
========== ========== ========= ========== ========== ==========
Ratio of Earnings to
Fixed Charges 3.19 3.21 3.14 2.99 3.19 3.36
========== ========== ========= ========== ========== ==========
</TABLE>
June 12, 1998
Virginia Electric and Power Company
701 E. Cary Street
Richmond, Virginia 23219
Virginia Electric and Power Company
1998 Series A 7.15% Senior Notes, due June 30, 2038
Ladies and Gentlemen:
We hereby consent to the statements made in regard to our firm under
the captions EXPERTS and LEGAL OPINIONS in the Prospectus included in the
Registration Statement on Form S-3 of Virginia Electric and Power Company dated
March 18, 1998, by means of the Prospectus Supplement filed June 12, 1998.
Very truly yours,
/s/ MCGUIRE, WOODS, BATTLE & BOOTHE LLP
---------------------------------------
MCGUIRE, WOODS, BATTLE & BOOTHE LLP
