Exhibit 4
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 March 1, 1996
First Mortgage Bonds, 6-3/8% Series due 2001
First Mortgage Bonds, 6.80% Series due 2006
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. . 2
Right to execute supplemental indenture. . . . . . . . . 2
First Mortgage Bonds heretofore issued . . . . . . . . . 2
Issue of new First Mortgage Bonds of the 59th Series . . 3
Issue of new First Mortgage Bonds of the 60th Series . . 3
First 1996 Supplemental Indenture . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . 3
GRANTING CLAUSES. . . . . . . . . . . . . . . . . . . . . . . 4
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . 4
APPURTENANCES, ETC. . . . . . . . . . . . . . . . . . . . . . 4
HABENDUM. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
PRIOR LEASEHOLD ENCUMBRANCES. . . . . . . . . . . . . . . . . 5
GRANT IN TRUST. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1. Amendment to Section 14 of Original Indenture
to provide that certain Bonds may be
executed by its Treasurer . . . . . . . . . . . .7
SECTION 2. Supplement to Original Indenture by adding
Section 20FFF. . . . . . . . . . . . . . . . . 7
SECTION 3. Supplement to Original Indenture by adding
Section 20GGG. . . . . . . . . . . . . . . . . 10
SECTION 4. Initial Issuance of the Bonds of the 59th Series. 13
SECTION 5. Initial Issuance of the Bonds of the 60th Series. 14
SECTION 6. Provision for record date for meetings
of Bondholders . . . . . . . . . . . . . . . . 14
SECTION 7. Original Indenture and First 1996 Supplemental
Indenture same instrument. . . . . . . . . . . 14
SECTION 8. Limitation of rights. . . . . . . . . . . . . . . 14
SECTION 9. Execution in counterparts . . . . . . . . . . . . 14
TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . 15
SIGNATURES AND SEALS. . . . . . . . . . . . . . . . . . . . . 15
ACKNOWLEDGMENTS . . . . . . . . . . . . . . . . . . . . . . . 17
SCHEDULE I. . . . . . . . . . . . . . . . . . . . . . . . . . I-1
SCHEDULE II. . . . . . . . . . . . . . . . . . . . . . . . . .II-1
SUPPLEMENTAL INDENTURE, dated as of the first day of March
in the year One Thousand Nine Hundred and Ninety-six, 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, April 15, 1993, May 15, 1993,
October 1, 1993, November 1, 1993, August 15, 1994, October 1,
1994, March 1, 1995, May 1, 1995 and June 1, 1995 (hereinafter
referred to as the "Third 1995 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, 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, 6.65% Series due 2003. . . 40,000,000
First Mortgage Bonds, 6.85% Series due 2003. . . 30,000,000
First Mortgage Bonds, 6.00% Series due 2003. . . 30,000,000
First Mortgage Bonds, 7.70% Series due 2004. . . 21,000,000
First Mortgage Bonds, 7.85% Series due 2004. . . 50,000,000
First Mortgage Bonds, 8.00% Series due 2005. . . 50,000,000
First Mortgage Bonds, 6.89% Series due 2005. . . 30,000,000
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
First Mortgage Bonds, 7.90% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.15% Series due 2023. . . 30,000,000
First Mortgage Bonds, 7.125% Series due 2024. . . 50,000,000
First Mortgage Bonds, 8.00% Series due 2025. . . 50,000,000
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, 6-3/8%
Series due 2001" (hereinafter sometimes referred to as the "bonds
of the 59th Series"); and
WHEREAS, each of the bonds of the 59th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"First 1996 Supplemental Indenture"); 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, 6.80% Series
due 2006" (hereinafter sometimes referred to as the "bonds of the
60th Series"); and
WHEREAS, each of the bonds of the 60th Series is to be
substantially in the form set forth in Schedule II to the First
1996 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 First 1996 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 First 1996 Supplemental
Indenture, according to their tenor and effect, and the
performance of all the provisions of the Original Indenture and
this First 1996 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
Third 1995 Supplemental Indenture (except any hereinafter
expressly excepted from the lien and operation of this First 1996
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
First 1996 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 First 1996 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 First 1996
Supplemental Indenture is executed and delivered, that the lien
of this First 1996 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 First 1996 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 First 1996 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 First 1996
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
First 1996 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 First 1996 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 First 1996
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 First 1996 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 second sentence of Section 14 of the Original
Indenture is hereby amended so that said second sentence, as
amended, shall read as follows:
All bonds issued hereunder shall, from time to time, be
executed on behalf of the Company by, in case of all
bonds created prior to the 31st Series, its President
or one of its Vice Presidents, and in the case of bonds
of the 31st Series and subsequent series through the
58th Series, by its Chairman of the Board, its
President, or one of its Vice Presidents, and in the
case of bonds of the 59th Series and subsequent series,
by its Chairman of the Board, its President, one of its
Vice Presidents or its Treasurer, whose signature,
except on bonds of the 1970 Series and bonds of the
1977 Series, may be a facsimile thereof, shall be
thereunto impressed or imprinted and attested by its
Secretary or one of its Assistant Secretaries, whose
attestation, except on bonds of the 1970 Series and
bonds of the 1977 Series, may be a facsimile.
Section 2. The Original Indenture is hereby supplemented by
adding immediately after Section 20EEE, a new Section 20FFF, as
follows:
SECTION 20FFF. The Company hereby creates a fifty-
ninth 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, 6-3/8% Series due 2001" (herein sometimes referred to
as the "bonds of the 59th Series"). The form of the bonds
of the 59th Series shall be substantially as set forth in
Schedule I to the First 1996 Supplemental Indenture.
Bonds of the 59th Series shall mature on March 1, 2001.
Unless otherwise determined by the Company, the bonds of the
59th 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
March and September of each year (commencing September 1,
1996) and on their maturity date.
The person in whose name any bond of the 59th 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 or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 59th
Series upon any registration of transfer or exchange 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 59th 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 59th Series
shall be the registered owners of such bonds of the 59th
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. Interest payable upon redemption or
maturity shall be payable to the person to whom the
principal is paid. The term "record date" as used in this
Section 20FFF, and in the form of the bonds of the 59th
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption or
maturity) applicable to the bonds of the 59th Series, shall
mean the February 15 next preceding a March 1 interest
payment date or the August 15 next preceding a September 1
interest payment date, as the case may be, or, if such
February 15 or August 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the 59th 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 59th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 59th Series shall be dated
the date of authentication and shall bear interest computed
on the basis of a 360-day year consisting of twelve 30-day
months from the latest semi-annual interest payment date to
which interest has been paid on the bonds of the 59th Series
preceding the date of authentication, unless such date of
authentication be an interest payment date to which interest
is being paid on the bonds of the 59th Series, in which case
from such date of authentication, provided that any such
bonds of the 59th Series authenticated prior to September 1,
1996 shall bear interest from March 1, 1996. However, 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 (other than
interest payable upon redemption or maturity) and such
interest payment date shall not be entitled to the payment
of the interest due on such interest payment date 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 March 1 or September 1, as the case may
be, next preceding the date of such bond, to which interest
has been paid or, if the Company shall be in default with
respect to the interest due September 1, 1996, then from
March 1, 1996.
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 59th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President, by one of its Vice Presidents or by its Treasurer
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 59th Series.
The bonds of the 59th Series shall be redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond of the 59th Series set
forth in Schedule I to this First 1996 Supplemental
Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the 59th Series for a period of
fifteen days next preceding any selection of bonds of the
59th Series to be redeemed or to make transfers or exchanges
of any bonds of the 59th 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 59th
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 59th 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 59th
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 59th 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 3. The Original Indenture is hereby supplemented by
adding immediately after Section 20FFF, a new Section 20GGG, as
follows:
SECTION 20GGG. The Company hereby creates a sixtieth
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, 6.80% Series due 2006" (herein sometimes referred to
as the "bonds of the 60th Series"). The form of the bonds
of the 60th Series shall be substantially as set forth in
Schedule II to the First 1996 Supplemental Indenture.
Bonds of the 60th Series shall mature on March 1, 2006.
Unless otherwise determined by the Company, the bonds of the
60th 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
March and September of each year (commencing September 1,
1996) and on their maturity date.
The person in whose name any bond of the 60th 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 or maturity) shall be entitled to receive the
interest payable on such interest payment date
notwithstanding the cancellation of such bond of the 60th
Series upon any registration of transfer or exchange 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 60th 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 60th Series
shall be the registered owners of such bonds of the 60th
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. Interest payable upon redemption or
maturity shall be payable to the person to whom the
principal is paid. The term "record date" as used in this
Section 20GGG, and in the form of the bonds of the 60th
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption or
maturity) applicable to the bonds of the 60th Series, shall
mean the February 15 next preceding a March 1 interest
payment date or the August 15 next preceding a September 1
interest payment date, as the case may be, or, if such
February 15 or August 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the 60th 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 60th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 60th Series shall be dated
the date of authentication and shall bear interest computed
on the basis of a 360-day year consisting of twelve 30-day
months from the latest semi-annual interest payment date to
which interest has been paid on the bonds of the 60th Series
preceding the date of authentication, unless such date of
authentication be an interest payment date to which interest
is being paid on the bonds of the 60th Series, in which case
from such date of authentication, provided that any such
bonds of the 60th Series authenticated prior to September 1,
1996 shall bear interest from March 1, 1996. However, 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 (other than
interest payable upon redemption or maturity) and such
interest payment date shall not be entitled to the payment
of the interest due on such interest payment date 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 March 1 or September 1, as the case may
be, next preceding the date of such bond, to which interest
has been paid or, if the Company shall be in default with
respect to the interest due September 1, 1996, then from
March 1, 1996.
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 60th Series shall be executed on
behalf of the Company by its Chairman of the Board, by its
President, by one of its Vice Presidents or by its Treasurer
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 60th Series.
The bonds of the 60th Series shall be redeemable in
accordance with Article XII of the Original Indenture and as
further set forth in the form of bond of the 60th Series set
forth in Schedule II to this First 1996 Supplemental
Indenture.
The Company shall not be required to make transfers or
exchanges of bonds of the 60th Series for a period of
fifteen days next preceding any selection of bonds of the
60th Series to be redeemed or to make transfers or exchanges
of any bonds of the 60th 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 60th
Series for a period of fifteen days next preceding any
interest payment date.
Registered bonds of the 60th 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 60th
Series may be exchanged for a like aggregate principal
amount of registered bonds of the 60th 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 4. Initial Issuance of the Bonds of the 59th 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 59th Series, in an aggregate principal
amount not exceeding $100,000,000, 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
First 1996 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 5. Initial Issuance of the Bonds of the 60th 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 60th Series, in an aggregate principal
amount not exceeding $100,000,000, 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
First 1996 Supplemental Indenture except to the extent required
by subdivision (10) of Section 29 of the Original Indenture).
Section 6. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which owners of bonds
of the 59th Series or bonds of the 60th Series are entitled to
vote, all owners of bonds of the 59th Series or bonds of the 60th
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
59th Series or the 60th 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
59th Series or of the 60th 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
59th Series or the 60th Series at the meeting, shall be entitled
to receive notice of such meeting.
Section 7. As supplemented by this First 1996 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed and the Original Indenture and this First 1996
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 59th Series and the
bonds of the 60th Series are the original debt secured by this
First 1996 Supplemental Indenture and the Original Indenture, and
this First 1996 Supplemental Indenture and the Original Indenture
shall be, and shall be deemed to be, the original lien instrument
securing the bonds of the 59th Series and the bonds of the 60th
Series.
Section 8. Nothing contained in this First 1996 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 First 1996 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 First 1996
Supplemental Indenture.
Section 9. This First 1996 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, its Treasurer 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 a Vice President or an Assistant Vice
President and its corporate seal to be hereunto affixed and
attested by its Secretary, an Assistant Secretary, Assistant Vice
President or Assistant Treasurer. Executed and delivered as of
the date and year first above written.
APPALACHIAN POWER COMPANY
[SEAL]
By: /s/ A. A. Pena
A. A. Pena
Treasurer
Attest:
/s/ John M. Adams, Jr.
John M. Adams, Jr.
Assistant Secretary
In the presence of:
/s/ T. G. Berkemeyer
T. G. Berkemeyer
/s/ S. T. Haynes
S. T. Haynes
BANKERS TRUST COMPANY
[SEAL]
By /s/ Scott Thiel
Scott Thiel
Assistant Vice President
Attest:
/s/ James McDonough
James McDonough
Assistant Vice President
Executed by BANKERS TRUST COMPANY
in the presence of:
/s/ Jason Theriault
Jason Theriault
/s/ Kerri O'Brien
Kerri O'Brien
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this 18th day of March, 1996, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, A. A. PENA and JOHN M. ADAMS, JR., to me known and
known to me to be respectively the 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 Treasurer and Assistant Secretary for and on
behalf of said corporation and that the same is their free act
and deed as such 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 18th day of March, 1996.
[Notarial Seal]
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 12, 1999
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 18th day of March,
1996:
SCOTT THIEL and JAMES MC DONOUGH, whose names are signed to
the writing above, bearing a date as of the 1st day of March,
1996, as Assistant Vice Presidents of BANKERS TRUST COMPANY, have
this day acknowledged the same before me in my County aforesaid.
SCOTT THIEL, who signed the writing above and hereto annexed
for BANKERS TRUST COMPANY, a corporation, bearing a date as of
the 1st day of March, 1996, 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 SCOTT THIEL and JAMES MC DONOUGH to me
personally known, who, being by me duly sworn, did say that they
are Assistant Vice Presidents 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 SCOTT THIEL acknowledged said instrument to be
the free act and deed of said corporation.
JAMES MC DONOUGH personally came before me this day and
acknowledged that he is an Assistant Vice President 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 Vice President, sealed with
its corporate seal, and attested by himself as an Assistant Vice
President.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 18th day
of March, 1996.
/s/ Patricia M. Carillo
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, 1997
[SEAL]
The foregoing instrument was prepared by John M. Adams, Jr., 1 Riverside
Plaza, Columbus, Ohio 43215.
SCHEDULE I
No. ______ $____________
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, 6-3/8% SERIES DUE 2001
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, _______________ Dollars in lawful money of the United
States of America on March 1, 2001, 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 latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the
date hereof, unless the date hereof be an interest payment date
to which interest is being paid, in which case from the date
hereof or unless the date hereof is prior to September 1, 1996,
in which case from March 1, 1996 (or, if this bond is dated
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 September 1, 1996,
from March 1, 1996) at the rate per annum, in like money, payable
on March 1 and September 1 of each year at said office or agency
until the principal hereof shall have become due and payable,
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, 6-3/8% Series due 2001
(herein called "bonds of the 59th Series") created by an
Indenture Supplemental to Mortgage and Deed of Trust dated as of
March 1, 1996 (the "First 1996 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any March 1 or September 1 (other
than interest payable upon redemption or maturity) will, subject
to certain exceptions provided in said First 1996 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 February 15 or August 15, as the case may be, next
preceding such interest payment date, or, if such February 15 or
August 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon redemption or
maturity shall be payable to the person to whom the principal is
paid. 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 59th 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 59th Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 59th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 59th Series designated for redemption in whole
or in part.
Any or all of the bonds of the 59th Series shall be redeemed
by the Company 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 by the use of proceeds of released property or the
proceeds of insurance, at a special redemption price equal to
100% of the principal amount thereof together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed otherwise than by the use of proceeds of released
property or the proceeds of insurance, at a redemption price
equal to the greater of (i) 100% of the principal amount of the
bonds of the 59th Series and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 10 basis points, plus
accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the bonds of the
59th Series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of the 59th Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such third business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee is unable to
obtain four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations so
obtained.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company and acceptable to the
Trustee.
"Reference Treasury Dealer" means a primary U.S. Government
Securities Dealer in New York City selected by the Company and
acceptable to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Treasury Reference Dealer at or before 5:00 p.m.,
New York City time, on the third business day preceding such
redemption date.
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.
The bonds of this series are issuable only as registered
bonds without coupons in denominations of $1,000 and authorized
multiples thereof. 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 59th 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, one of its Vice Presidents
or its Treasurer 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________________________
Treasurer
(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
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.
SCHEDULE II
No. ______ $____________
APPALACHIAN POWER COMPANY
FIRST MORTGAGE BOND, 6.80% SERIES DUE 2006
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, _______________ Dollars in lawful money of the United
States of America on March 1, 2006, 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 latest semi-annual interest payment date to which
interest has been paid on the bonds of this series preceding the
date hereof, unless the date hereof be an interest payment date
to which interest is being paid, in which case from the date
hereof or unless the date hereof is prior to September 1, 1996,
in which case from March 1, 1996 (or, if this bond is dated
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 September 1, 1996,
from March 1, 1996) at the rate per annum, in like money, payable
on March 1 and September 1 of each year at said office or agency
until the principal hereof shall have become due and payable,
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, 6.80% Series due 2006
(herein called "bonds of the 60th Series") created by an
Indenture Supplemental to Mortgage and Deed of Trust dated as of
March 1, 1996 (the "First 1996 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any March 1 or September 1 (other
than interest payable upon redemption or maturity) will, subject
to certain exceptions provided in said First 1996 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 February 15 or August 15, as the case may be, next
preceding such interest payment date, or, if such February 15 or
August 15 is not a Business Day (as hereinbelow defined), the
next preceding Business Day. Interest payable upon redemption or
maturity shall be payable to the person to whom the principal is
paid. 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 60th 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 60th Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the 60th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of
any bonds of the 60th Series designated for redemption in whole
or in part.
Any or all of the bonds of the 60th Series shall be redeemed
by the Company 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 by the use of proceeds of released property or the
proceeds of insurance, at a special redemption price equal to
100% of the principal amount thereof together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed otherwise than by the use of proceeds of released
property or the proceeds of insurance, at a redemption price
equal to the greater of (i) 100% of the principal amount of the
bonds of the 60th Series and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest
thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 10 basis points, plus
accrued interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date.
"Comparable Treasury Issue" means the United States Treasury
security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the bonds of the
60th Series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the bonds of the 60th Series.
"Comparable Treasury Price" means, with respect to any
redemption date, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) on the third business day
preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the
Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such
release (or any successor release) is not published or does not
contain such prices on such third business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee is unable to
obtain four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations so
obtained.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company and acceptable to the
Trustee.
"Reference Treasury Dealer" means a primary U.S. Government
Securities Dealer in New York City selected by the Company and
acceptable to the Trustee.
"Reference Treasury Dealer Quotations" means, with respect
to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by such Treasury Reference Dealer at or before 5:00 p.m.,
New York City time, on the third business day preceding such
redemption date.
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.
The bonds of this series are issuable only as registered
bonds without coupons in denominations of $1,000 and authorized
multiples thereof. 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 60th 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, one of its Vice Presidents
or its Treasurer 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________________________
Treasurer
(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
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.