EXHIBIT 4(g)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of December 1, 1940)
Executed by
APPALACHIAN POWER COMPANY
formerly Appalachian Electric Power Company
TO
BANKERS TRUST COMPANY,
As Trustee
Dated as of ____________, ____
$__________ First Mortgage Bonds,
Designated Secured Medium Term Notes,
____% Series due ____________, ____
TABLE OF CONTENTS*
PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS
Execution of Mortgage. . . . . . . . . . . . . . . . . . 1
Execution of supplemental indentures . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . 1
Provision for issuance of bonds in one or more series. . 1
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the ______ Series . . 3
__________ Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 4
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Supplement to Original Indenture by adding
Section ____ . . . . . . . . . . . . . . . . . 6
SECTION 2. Initial Issuance of the Bonds of the ______
Series. 12
SECTION 3. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 12
SECTION 4. Original Indenture and __________ Supplemental
Indenture same instrument. . . . . . . . . . . 12
SECTION 5. Limitation of rights. . . . . . . . . . . . . . . 13
SECTION 6. Execution in counterparts . . . . . . . . . . . . 13
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 13
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 15
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
*The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
SUPPLEMENTAL INDENTURE, dated as of the __________ day
of____________ in the year
______________________________________, made and entered into by
and between APPALACHIAN POWER COMPANY, a corporation of the
Commonwealth of Virginia, the corporate title of which was, prior
to April 17, 1958, APPALACHIAN ELECTRIC POWER COMPANY
(hereinafter sometimes called the "Company"), a transmitting
utility (as such term is defined in Section 46-9-105(1)(n) of the
West Virginia Code), party of the first part, and BANKERS TRUST
COMPANY, a corporation of the State of New York (hereinafter
sometimes called the "Corporate Trustee" or "Trustee"), as
Trustee, party of the second part.
WHEREAS, the Company has heretofore executed and delivered
its Mortgage and Deed of Trust (hereinafter sometimes referred to
as the "Mortgage"), dated as of December 1, 1940, to the Trustee
for the security of all bonds of the Company outstanding
thereunder, and by said Mortgage conveyed to the Trustee, upon
certain trusts, terms and conditions, and with and subject to
certain provisos and covenants therein contained, all and
singular the property, rights and franchises which the Company
then owned or should thereafter acquire, excepting any property
expressly excepted by the terms of the Mortgage; and
WHEREAS, the Company has heretofore executed and delivered
to the Trustee supplements and indentures supplemental to the
Mortgage, dated as of December 1, 1943, December 2, 1946,
December 1, 1947, March 1, 1950, June 1, 1951, October 1, 1952,
December 1, 1953, March 1, 1957, May 1, 1958, October 2, 1961,
April 1, 1962, June 1, 1965, September 2, 1968, December 1, 1968,
October 1, 1969, June 1, 1970, October 1, 1970, September 1,
1971, February 1, 1972, December 1, 1972, July 1, 1973, March 1,
1974, April 1, 1975, May 1, 1975, December 1, 1975, April 1,
1976, September 1, 1976, November 1, 1977, May 1, 1979, August 1,
1979, February 1, 1980, November 1, 1980, April 1, 1982, October
1, 1983, February 1, 1987, September 1, 1987, November 1, 1989,
December 1, 1990, August 1, 1991, February 1, 1992, May 1, 1992,
August 1, 1992, November 15, 1992 and April 15, 1993 (hereinafter
referred to as the "First 1993 Supplemental Indenture"),
respectively, amending and supplementing the Mortgage in certain
respects (the Mortgage, as so amended and supplemented, being
hereinafter called the "Original Indenture") and conveying to the
Trustee, upon certain trusts, terms and conditions, and with and
subject to certain provisos and covenants therein contained,
certain property rights and property therein described; and
WHEREAS, effective October 7, 1988, pursuant to Section 115
of the Original Indenture, the Individual Trustee resigned and
all powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title or interest in and to the trust
estate, and without appointment of a new trustee as successor to
the Individual Trustee, all the right, title and powers of the
Trustee thereupon devolved upon the Corporate Trustee and its
successors alone; and
WHEREAS, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further
provides that, with respect to each series, the rate or rates of
interest, the date or dates of maturity, the dates for the
payment of interest, the terms and rates of optional redemption,
and other terms and conditions not inconsistent with the Original
Indenture may be established, prior to the issue of bonds of such
series, by an indenture supplemental to the Original Indenture;
and
WHEREAS, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to
or in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any
ambiguity or correct or supplement any defective or inconsistent
provisions contained in the Original Indenture or in any
indenture supplemental to the Original Indenture, by an
instrument in writing, executed and acknowledged, and that the
Trustee is authorized to join with the Company in the execution
of any such instrument or instruments; and
WHEREAS, the Company has heretofore issued, in accordance
with the provisions of the Mortgage, as amended and supplemented
as of the respective dates thereof, bonds of the series (which
are outstanding), entitled and designated as hereinafter set
forth, in the respective original aggregate principal amounts
indicated:
Series Amount
First Mortgage Bonds, 7-1/2% Series due 1998. . . $45,000,000
First Mortgage Bonds, 8-1/2% Series due 1999. . . 60,000,000
First Mortgage Bonds, 7.00% Series due 1999. . . 30,000,000
First Mortgage Bonds, 7-5/8% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.95% Series due 2002. . . 60,000,000
First Mortgage Bonds, 7.38% Series due 2002. . . 50,000,000
First Mortgage Bonds, 7.40% Series due 2002. . . 30,000,000
First Mortgage Bonds, 7-1/2% Series due 2002. . . 70,000,000
First Mortgage Bonds, 8-1/8% Series due 2003. . . 50,000,000
First Mortgage Bonds, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 8-1/2% Series due 2004. . . 50,000,000
First Mortgage Bonds, 9-1/4% Series due 2007. . . 26,000,000
First Mortgage Bonds, 8-3/4% Series due 2017. . . 100,000,000
First Mortgage Bonds, 9-1/8% Series due 2019. . . 50,000,000
First Mortgage Bonds, 9-7/8% Series due 2020. . . 50,000,000
First Mortgage Bonds, 9.35% Series due 2021. . . 50,000,000
First Mortgage Bonds, 8.75% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.70% Series due 2022. . . 40,000,000
First Mortgage Bonds, 8.43% Series due 2022. . . 50,000,000
First Mortgage Bonds, 8.50% Series due 2022. . . 70,000,000
First Mortgage Bonds, 7.80% Series due 2023. . . 40,000,000
and
WHEREAS, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original
Indenture to be designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, ______% Series due ____________, ____"
(hereinafter sometimes referred to as the "bonds of the ______
Series"); and
WHEREAS, each of the bonds of the ______ Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"__________ Supplemental Indenture"); and
WHEREAS, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee a
supplemental indenture, in the form hereof, for the purposes
herein provided; and
WHEREAS, all conditions and requirements necessary to make
this __________ Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms, have been done,
performed and fulfilled, and the execution and delivery thereof
have been in all respects duly authorized;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That Appalachian Power Company, in consideration of the
premises and of the purchase and acceptance of the bonds by the
holders thereof and of the sum of One Dollar ($1.00) and other
good and valuable consideration paid to it by the Trustee at or
before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, and in order to secure the
payment of both the principal of and interest and premium, if
any, on the bonds from time to time issued under and secured by
the Original Indenture and this __________ Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this __________ Supplemental Indenture (including any further
indenture or indentures supplemental to the Original Indenture
and any modification or alteration made as in the Original
Indenture provided) and of said bonds, has granted, bargained,
sold, released, conveyed, transferred, mortgaged, pledged, set
over and confirmed, and by these presents does grant, bargain,
sell, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto Bankers Trust Company, as Trustee, and to
its respective successor or successors in the trust hereby
created, and to its and their assigns, all the following
described properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, and all franchises owned by the Company on the date
of the execution hereof, acquired since the execution of the
First 1993 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this __________
Supplemental Indenture).
TOGETHER WITH all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the
provisions of Section 63 of the Original Indenture) the tolls,
rents, revenues, issues, earnings, income, product and profits
thereof and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to the aforesaid property and
franchises and every part and parcel thereof.
Provided that, in addition to the reservations and
exceptions herein elsewhere contained, the following are not and
are not intended to be now or hereafter granted, bargained, sold,
released, conveyed, assigned, transferred, mortgaged, pledged,
set over or confirmed hereunder and are hereby expressly excepted
from the lien and operation of the Original Indenture and this
__________ Supplemental Indenture, viz.: (1) cash, shares of
stock, and obligations (including bonds, notes and other
securities) not hereinafter or in the Original Indenture
specifically pledged, deposited or delivered hereunder or
thereunder or hereinafter or therein covenanted so to be; (2) any
goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company and automobiles and trucks; (3) all judgments,
accounts, and choses in action, the proceeds of which the Company
is not obligated as hereinafter provided or as provided in the
Original Indenture to deposit with the Trustee hereunder and
thereunder; provided, however, that the property and rights
expressly excepted from the lien and operation of the Original
Indenture and this __________ Supplemental Indenture in the above
subdivisions (2) and (3) shall (to the extent permitted by law)
cease to be so excepted, in the event that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in Article
XIV of the Original Indenture by reason of the occurrence of a
completed default, as defined in said Article XIV.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust;
SUBJECT, HOWEVER, to the reservations, exceptions,
conditions, limitations and restrictions contained in the several
deeds, leases, servitudes, franchises and contracts or other
instruments through which the Company acquired and/or claims
title to and/or enjoys the use of the aforesaid properties; and
subject also to encumbrances of the character defined in Section
6 of the Original Indenture as "excepted encumbrances" in so far
as the same may attach to any of the property embraced herein.
Inasmuch as the Company holds certain of said lands, rights
of way and other property under leases, power agreements and
other contracts which provide that the Company's interest therein
shall not be mortgaged without the consent of the respective
lessors or other parties to said agreements and contracts, and
such lessors and parties have either given such consent or have
waived the requirement of such consent, it is hereby expressly
agreed and made a condition upon which this __________
Supplemental Indenture is executed and delivered, that the lien
of this __________ Supplemental Indenture and the estate, rights
and remedies of the Trustee hereunder, and the rights and
remedies of the holders of the bonds secured hereby and by the
Original Indenture in so far as they may affect such lands,
rights of way and other property now held or to be hereafter
acquired by the Company under such leases, contracts or
agreements, shall be subject and subordinate in all respects to
the rights and remedies of the respective lessors or other
parties thereto.
And it is hereby expressly covenanted and agreed as follows:
(a) That the rights of the Trustee hereunder, and of
every person or corporation whatsoever claiming by reason of
this __________ Supplemental Indenture any right, title or
interest, legal or equitable, in the property covered by any
such lease, power agreement or other contract, are and at
all times hereafter shall be subject in the same manner and
degree as the rights of the Company might or would at all
times be subject, had this __________ Supplemental Indenture
not been made, to all terms, provisions, conditions,
covenants, stipulations, and agreements, and to all
exceptions, reservations, limitations, restrictions, and
forfeitures contained in any such lease, power agreement or
other contract;
(b) That any right, claim, condition or forfeiture
which might at any time be asserted against the party in
possession under the provisions of any such lease, power
agreement or other contract, had this __________
Supplemental Indenture not been made, may be asserted with
the same force and effect against any and all persons or
corporations at any time claiming any right, title or
interest in any such property under or by reason of this
__________ Supplemental Indenture or of any bond hereby and
by the Original Indenture secured; and
(c) That such consent or waiver of the requirement of
such consent given by the lessor under any such lease or
party to any such power agreement or other contract is
intended and shall be construed to be solely for the purpose
of permitting the Company to mortgage its property generally
without violating the express covenant contained in such
lease, power agreement or other contract, and that such
consent or waiver of the requirement of such consent confers
upon the Trustee hereunder and the holders of bonds secured
hereby and by the Original Indenture no rights in addition
to such as they would have had, respectively, if such
consent or waiver of the requirement of such consent had not
been given.
IN TRUST NEVERTHELESS, upon the terms and trusts in the
Original Indenture and this __________ Supplemental Indenture set
forth, for the equal and pro rata benefit and security of those
who shall hold the bonds and coupons issued and to be issued
hereunder and under the Original Indenture, in accordance with
the terms of the Original Indenture and of this __________
Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
other thereof by reason of priority in the time of issuance or
negotiation thereof, or otherwise howsoever, subject, however, to
the conditions, provisions and covenants set forth in the
Original Indenture and in this __________ Supplemental Indenture.
AND THIS INDENTURE FURTHER WITNESSETH:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and it
successors and assigns, hereby covenants and agrees to and with
the Trustee, and its successor or successors in such trust, under
the Original Indenture, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section ______, a new Section ______, as
follows:
SECTION ______. The Company hereby creates a
__________ series of bonds to be issued under and secured by
this Indenture, to be designated and to be distinguished
from the bonds of all other series by the title "First
Mortgage Bonds, Designated Secured Medium Term Notes,
______% Series due ____________, ____" (herein sometimes
referred to as the "bonds of the ______ Series"). The form
of the bonds of the ______ Series shall be substantially as
set forth in Schedule I to the __________ Supplemental
Indenture.
Bonds of the ______ Series shall mature on the date
specified in their title. Unless otherwise determined by
the Company, the bonds of the ______ Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and in integral multiples thereof; the principal of
and premium (if any) and interest on each said bond to be
payable at the office or agency of the Company in the
Borough of Manhattan, The City of New York, in lawful money
of the United States of America, provided that at the option
of the Company interest may be mailed to registered owners
of the bonds at their respective addresses that appear on
the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of __________ and __________ of
each year (commencing ____________, ____) and on their
maturity date.
The person in whose name any bond of the ______ Series
is registered at the close of business on any record date
(as hereinbelow defined) with respect to any regular semi-
annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the ______ Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered owners of
bonds of the ______ Series on such record date shall have no
further right to or claim in respect of such defaulted
interest as such registered owners on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
______ Series shall be the registered owners of such bonds
of the ______ Series (or any bond or bonds issued, directly
or after intermediate transactions upon transfer or exchange
or in substitution thereof) on the date of payment of such
defaulted interest. The term "record date" as used in this
Section ______, and in the form of the bonds of the ______
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
applicable to the bonds of the ______ Series, shall mean the
____________ next preceding a ____________ interest payment
date or the ____________ next preceding a ____________
interest payment date, as the case may be, or, if such
____________ or ____________ is not a Business Day (as
defined hereinbelow), the next preceding Business Day. The
term "Business Day" with respect to any bond of the ______
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the ______ Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the ______ Series shall be
dated the date of authentication ("Issue Date") and shall
bear interest computed on the basis of a 360-day year
consisting of twelve 30-day months from its Issue Date or
from the latest semi-annual interest payment date to which
interest has been paid on the bonds of the ______ Series
preceding the Issue Date, unless such Issue Date be an
interest payment date to which interest is being paid on the
bonds of the ______ Series, in which case it shall bear
interest from its Issue Date or unless the Issue Date be the
record date for the interest payment date first following
the date of original issuance of bonds of the ______ Series
(the "Original Issue Date"), or a date prior to such record
date, then from the Original Issue Date; provided that, so
long as there is no existing default in the payment of
interest on said bonds, the owner of any bond authenticated
by the Corporate Trustee between the record date for any
regular semi-annual interest payment date and such interest
payment date shall not be entitled to the payment of the
interest due on such interest payment date (other than
interest payable upon redemption) and shall have no claim
against the Company with respect thereto; provided further,
that, if and to the extent the Company shall default in the
payment of the interest due on such interest payment date,
then any such bond shall bear interest from the ____________
or _____________, as the case may be, next preceding its
Issue Date, to which interest has been paid or, if the
Company shall be in default with respect to the interest
payment date first following the Original Issue Date, then
from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the ______ Series shall be executed
on behalf of the Company by its Chairman of the Board, by
its President or by one of its Vice Presidents or by one of
its officers designated by the Board of Directors of the
Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of
its Assistant Secretaries, and the provisions of the
penultimate sentence of said Section 14 shall be applicable
to such bonds of the ______ Series.
The bonds of the ______ Series are redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond contained in Schedule
I to this __________ Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the ______ Series for a period of
fifteen days next preceding any selection of bonds of the
______ Series to be redeemed or to make transfers or
exchanges of any bonds of the ______ Series designated in
whole or in part for redemption. Notwithstanding the
provisions of Section 12 of this Indenture, the Company
shall not be required to make transfers or exchanges of
bonds of the ______ Series for a period of fifteen days next
preceding any interest payment date.
Registered bonds of the ______ Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such
other office or agency of the Company as the Company may
from time to time designate, by the registered owners
thereof, in person or by duly authorized attorney, in the
manner and upon payment, if required by the Company, of the
charges prescribed in this Indenture. In the manner and
upon payment, if required by the Company, of the charges
prescribed in this Indenture, registered bonds of the ______
Series may be exchanged for a like aggregate principal
amount of registered bonds of the ______ Series of other
authorized denominations, upon presentation and surrender
thereof, for cancellation, at the office or agency of the
Company in the Borough of Manhattan, The City of New York,
or at such other office or agency of the Company as the
Company may from time to time designate.
Section 2. Initial Issuance of the Bonds of the ______
Series:
In accordance with and upon compliance with such provisions
of the Original Indenture as shall be selected for such purpose
by the officers of the Company duly authorized to take such
action, bonds of the ______ Series in an aggregate principal
amount not exceeding $__________, shall forthwith be executed by
the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered to or upon the order
of the Company (without awaiting the filing and recording of this
__________ Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the ______ Series are entitled to vote, all owners of bonds of
the ______ Series at the time of such meeting shall be entitled
to vote thereat; provided, however, that the Trustee may, and
upon request of the Company or of a majority of the bondowners of
the ______ Series shall fix a day not exceeding ninety days
preceding the date for which the meeting is called as a record
date for the determination of owners of bonds of the ______
Series entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall
have been such registered owners on the date so fixed, and who
are entitled to vote such bonds of the ______ Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 4. As supplemented by this __________ Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this __________
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the ______ Series are the
original debt secured by this __________ Supplemental Indenture
and the Original Indenture, and this __________ Supplemental
Indenture and the Original Indenture shall be, and shall be
deemed to be, the original lien instrument securing the bonds of
the ______ Series.
Section 5. Nothing contained in this __________ Supplemental
Indenture shall, or shall be construed to, confer upon any person
other than the owners of bonds issued under the Original
Indenture and this __________ Supplemental Indenture, the Company
and the Trustee, any right to avail themselves of any benefit of
any provision of the Original Indenture or of this __________
Supplemental Indenture.
Section 6. This __________ Supplemental Indenture may be
simultaneously executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall
constitute one and the same instrument.
IN WITNESS WHEREOF, APPALACHIAN POWER COMPANY, party of the
first part, has caused this instrument to be signed in its name
and behalf by its President, a Vice President or an Assistant
Treasurer, and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and BANKERS
TRUST COMPANY, party of the second part, in token of its
acceptance hereof, has caused this instrument to be signed in its
name and behalf by an Assistant Vice President and its corporate
seal to be hereunto affixed and attested by an Assistant
Secretary. Executed and delivered as of the date and year first
above written.
APPALACHIAN POWER COMPANY
[SEAL]
By:
B. M. Barber
Assistant Treasurer
Attest:
Jeffrey D. Cross
Assistant Secretary
In the presence of:
J. M. Adams, Jr.
T. G. Berkemeyer
BANKERS TRUST COMPANY
[SEAL]
By
Samir Pandiri
Assistant Vice President
Attest:
Marjorie Stanley
Assistant Secretary
Executed by BANKERS TRUST COMPANY
in the presence of:
Kenwyn Hackshaw
John Florio
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this ______ day of __________, ____, personally appeared
before me, a Notary Public within and for said County in the
State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of APPALACHIAN POWER COMPANY, one of the
corporations named in and which executed the foregoing
instrument, who severally acknowledged that they did sign and
seal said instrument as such Assistant Treasurer and Assistant
Secretary for and on behalf of said corporation and that the same
is their free act and deed as such Assistant Treasurer and
Assistant Secretary, respectively, and the free and corporate act
and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this ______ day of __________, ____.
[Notarial Seal]
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 13, 1994
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and
State aforesaid, hereby certify that on this ______ day of
__________, ____:
SAMIR PANDIRI AND MARJORIE STANLEY, whose names are signed
to the writing above, bearing a date as of the ______ day of
__________, ____, as Assistant Vice President and Assistant
Secretary, respectively, of BANKERS TRUST COMPANY, have this day
acknowledged the same before me in my County aforesaid.
SAMIR PANDIRI, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date
as of the ______ day of __________, ____, has this day in my said
County before me acknowledged the said writing to be the act and
deed of said corporation.
Before me appeared SAMIR PANDIRI and MARJORIE STANLEY to me
personally known, who, being by me duly sworn, did say that they
are Assistant Vice President and Assistant Secretary,
respectively, of BANKERS TRUST COMPANY, and that the seal affixed
to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said
SAMIR PANDIRI acknowledged said instrument to be the free act and
deed of said corporation.
MARJORIE STANLEY personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as
the act of the corporation, the foregoing instrument was signed
in its name by an Assistant Secretary, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this ______
day of __________, ____.
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York
County
Commission expires May 31, 1993
[SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross,
1 Riverside Plaza, Columbus, Ohio 43215.
SCHEDULE I
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, ______%
SERIES DUE ____________, ____
Bond No.
Original Issue Date:
Principal Amount:
Semi-annual Interest Payment Dates:
Record Dates:
CUSIP No:
APPALACHIAN POWER COMPANY, a corporation of the Commonwealth
of Virginia (hereinafter called the "Company"), for value
received, hereby promises to pay to ____________, or registered
assigns, the Principal Amount set forth above on the maturity
date specified in the title of this bond in lawful money of the
United States of America, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, and to pay to
the registered owner hereof interest on said sum from the date of
authentication of this bond (herein called the "Issue Date") or
latest semi-annual interest payment date to which interest has
been paid on the bonds of this series preceding the Issue Date,
unless the Issue Date be an interest payment date to which
interest is being paid, in which case from the Issue Date or
unless the Issue Date be the record date for the interest payment
date first following the Original Issue Date set forth above or a
date prior to such record date, then from the Original Issue Date
(or, if the Issue Date is between the record date for any
interest payment date and such interest payment date, then from
such interest payment date, provided, however, that if and to the
extent that the Company shall default in the payment of the
interest due on such interest payment date, then from the next
preceding semi-annual interest payment date to which interest has
been paid on the bonds of this series, or if such interest
payment date is the interest payment date first following the
Original Issue Date set forth above, then from the Original Issue
Date), until the principal hereof shall have become due and
payable, at the rate per annum specified in the title of this
bond, payable on ____________ and ____________ of each year
(commencing ____________, ____) and on the maturity date
specified in the title of this bond; provided that, at the option
of the Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing
on the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except in so far as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series and except as provided in Section 73 of the
Mortgage) by a Mortgage and Deed of Trust (herein, together with
all indentures supplemental thereto, called the Mortgage), dated
as of December 1, 1940, executed by APPALACHIAN ELECTRIC POWER
COMPANY (the corporate title of which was changed to APPALACHIAN
POWER COMPANY) to BANKERS TRUST COMPANY, as Trustee, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the
consent of the Company and to the extent permitted by and as
provided in the Mortgage, the rights and obligations of the
Company and/or of the holders of the bonds and/or coupons and/or
the terms and provisions of the Mortgage and/or of any
instruments supplemental thereto may be modified or altered by
affirmative vote of the holders of at least seventy-five per
centum (75%) in principal amount of the bonds affected by such
modification or alteration, then outstanding under the Mortgage
(excluding bonds disqualified from voting by reason of the
Company's interest therein as provided in the Mortgage); provided
that, without the consent of the owner hereof no such
modification or alteration shall permit the extension of the
maturity of the principal of or interest on this bond or the
reduction in the rate of interest hereon or any other
modification in the terms of payment of such principal or
interest or the creation of a lien on the mortgaged and pledged
property ranking prior to or on a parity with the lien of the
Mortgage or the deprivation of the owner hereof of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, ______% Series due ____________, ____ (herein called
"bonds of the ______ Series") created by an Indenture
Supplemental to Mortgage and Deed of Trust dated as of
____________, ____ (the "__________ Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any _____________ or ____________
(other than interest payable upon redemption) will, subject to
certain exceptions provided in said __________ Supplemental
Indenture, be paid to the person in whose name this bond is
registered at the close of business on the record date, which
shall be the ____________ or ____________, as the case may be,
next preceding such interest payment date, or, if such
____________ or ____________ is not a Business Day (as
hereinbelow defined), the next preceding Business Day. The term
"Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in which
is located any office or agency maintained for the payment of
principal or premium, if any, or interest on bonds of the ______
Series are authorized or required by law, regulation or executive
order to remain closed.
If any semi-annual interest payment date, redemption date or
the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day,
and, if such payment is made or duly provided for on such
Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date
or the maturity date, as the case may be, to such Business Day.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of
principal or (subject to the provisions hereof) interest hereon
and for all other purposes and the Company and the Trustee shall
not be affected by any notice to the contrary.
The Company shall not be required to make transfers or
exchanges of bonds of the ______ Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the ______ Series to be redeemed, and
the Company shall not be required to make transfers or exchanges
of any bonds of the ______ Series designated for redemption in
whole or in part.
Any or all of the bonds of the ______ Series may be redeemed
by the Company on or after ____________, ____, at its option, or
by operation of various provisions of the Mortgage, in whole at
any time or in part from time to time upon not less than thirty
but not more than ninety days' previous notice given by mail to
the registered owners of the bonds to be redeemed, all as
provided in the Mortgage, (a) if redeemed otherwise than by the
use or application of cash deposited pursuant to Section 40 of
the Mortgage and otherwise than by the use of proceeds of
released property or the proceeds of insurance, at an amount
equal to a percentage of the principal amount thereof determined
as set forth in Annex A hereto under the heading "Regular
Redemption Price" together in each case with accrued interest to
the date fixed for redemption, or (b) if redeemed by the use or
application of cash deposited pursuant to Section 40 of the
Mortgage or by the use of proceeds of released property or the
proceeds of insurance, at an amount equal to 100% of the
principal amount thereof together in each case with accrued
interest to the date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
This bond is transferable as prescribed in the Mortgage by
the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, and at such other office or
agency of the Company as the Company may designate, upon
surrender and cancellation of this bond and upon payment, if the
Company shall require it, of the transfer charges prescribed in
the Mortgage, and, thereupon, a new registered bond or bonds of
authorized denominations of the same series for a like principal
amount will be issued to the transferee in exchange herefor as
provided in the Mortgage. In the manner and upon payment, if the
Company shall require it, of the charges prescribed in the
Mortgage, registered bonds of the ______ Series may be exchanged
for a like aggregate principal amount of registered bonds of
other authorized denominations of the same series, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan, The
City of New York, or at such other office or agency of the
Company as the Company may from time to time designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of
the Company or of any successor corporation, either directly or
through the Company or any successor corporation, under any rule
of law, statute or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, officers and directors, as such, being waived and
released by the holder or owner hereof by the acceptance of this
bond and being likewise waived and released by the terms of the
Mortgage.
This bond shall not become valid or obligatory for any
purpose until BANKERS TRUST COMPANY, the Trustee under the
Mortgage, or its successor thereunder, shall have signed the form
of Authentication Certificate endorsed hereon.
In Witness Whereof, Appalachian Power Company has caused
this bond to be executed in its name by the signature of its
Chairman of the Board, its President or one of its Vice
Presidents and its corporate seal, or a facsimile thereof, to be
impressed or imprinted hereon and attested by the signature of
its Secretary or one of its Assistant Secretaries.
Dated:
APPALACHIAN POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
______% SERIES DUE ____________, ____
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, 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 Bond in
every particular without alteration or enlargement or
any change whatsoever.