Exhibit 4(d)
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
The Table of Contents shall not be deemed to be any part of the
Indenture Supplemental to Mortgage and Deed of Trust.
PAGE
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
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.