Exhibit 1
APPALACHIAN POWER COMPANY
Underwriting Agreement
Dated September __, 1996
AGREEMENT made between APPALACHIAN POWER COMPANY, a
corporation organized and existing under the laws of the
Commonwealth of Virginia (the Company), and the several persons,
firms and corporations (the Underwriters) named in Exhibit 1
hereto.
WITNESSETH:
WHEREAS, the Company proposes to issue and sell $75,000,000
principal amount of its ______% Junior Subordinated Deferrable
Interest Debentures, Series A, Due 2026 (the Debentures) to be
issued pursuant to the Indenture dated as of September 1, 1996,
between the Company and The First National Bank of Chicago, as
trustee (the Trustee), as supplemented by the Supplemental
Indenture dated as of September 1, 1996 between the Company and
the Trustee (said Indenture as so supplemented being hereafter
referred to as the "Indenture"); and
WHEREAS, the Underwriters have designated the person signing
this Agreement (the Representative) to execute this Agreement on
behalf of the respective Underwriters and to act for the
respective Underwriters in the manner provided in this Agreement;
and
WHEREAS, the Company has prepared and filed, in accordance
with the provisions of the Securities Act of 1933 (the Act), with
the Securities and Exchange Commission (the Commission), a
registration statement and a prospectus relating to the
Debentures and such registration statement has become effective;
and
WHEREAS, such registration statement, as it may have been
amended through the time the same first became effective (the
Effective Date), including the financial statements, the
documents incorporated or deemed incorporated therein by
reference, the exhibits thereto and the information deemed to be
part thereof pursuant to Rule 430A(b) of the Commission's General
Rules and Regulations under the Act (the Rules), being herein
called the Registration Statement, the prospectus included in the
Registration Statement when the same became effective that omits
the information, if any, deemed to be a part thereof pursuant to
Rule 430A(b) of the Rules, being herein called the Preliminary
Prospectus, and the prospectus, including the price and terms of
the offering, the interest rate, maturity date and certain
information relating to the Underwriters of the Debentures first
filed with the Commission in accordance with Rule 430A and
pursuant to Rule 424(b) of the Rules, including all documents
then incorporated or deemed to have been incorporated therein by
reference, being herein called the Prospectus.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, it is agreed between the
parties as follows:
1. Purchase and Sale: Upon the basis of the warranties
and representations and on the terms and subject to the
conditions herein set forth, the Company agrees to sell to the
respective Underwriters named in Exhibit 1 hereto, severally and
not jointly, and the respective Underwriters, severally and not
jointly, agree to purchase from the Company, the respective
principal amounts of the Debentures set opposite their names in
Exhibit 1 hereto, together aggregating all of the Debentures, at
a price equal to ______% of the principal amount thereof; except
that such price will be increased to ______% of the principal
amount of the Debentures sold to certain institutions.
2. Payment and Delivery: Payment for the Debentures shall
be made to the Company or its order by certified or bank check or
checks, payable in New York Clearing House funds, at the office
of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York 10017-3909, or at such other place as the Company and
the Representative shall mutually agree in writing, upon the
delivery of the Debentures to the Representative for the
respective accounts of the Underwriters against receipt therefor
signed by the Representative on behalf of itself and for the
other Underwriters. Such payments and delivery shall be made at
10:00 A.M., New York Time, on September __, 1996 (or on such
later business day, not more than five business days subsequent
to such day, as may be designated by the Company), unless
postponed in accordance with the provisions of Section 7 hereof.
The time at which payment and delivery are to be made is herein
called the Time of Purchase.
The delivery of the Debentures shall be made in fully
registered form, registered in the name of CEDE & CO., to the
offices of The Depository Trust Company in New York, New York and
the Underwriters shall accept such delivery.
3. Conditions of Underwriters' Obligations: The several
obligations of the Underwriters hereunder are subject to the
accuracy of the warranties and representations on the part of the
Company and to the following other conditions:
(a) That all legal proceedings to be taken and all
legal opinions to be rendered in connection with
the issue and sale of the Debentures shall be
satisfactory in form and substance to Dewey
Ballantine, counsel to the Underwriters.
(b) That, at the Time of Purchase, the Representative
shall be furnished with the following opinions,
dated the day of the Time of Purchase, with con-
formed copies or signed counterparts thereof for
the other Underwriters, with such changes therein
as may be agreed upon by the Company and the
Representative with the approval of Dewey
Ballantine, counsel to the Underwriters:
(1) Opinion of Simpson Thacher & Bartlett and
either of John M. Adams, Jr., Esq. or David
C. House, Esq., counsel to the Company,
substantially in the forms attached hereto as
Exhibits A and B;
(2) Opinion of Dewey Ballantine, counsel to the
Underwriters, substantially in the form
attached hereto as Exhibit C.
(c) That the Representative shall have received a
letter from Deloitte & Touche LLP in form and
substance satisfactory to the Representative,
dated as of the day of the Time of Purchase, (i)
confirming that they are independent public
accountants within the meaning of the Act and the
applicable published rules and regulations of the
Commission thereunder, (ii) stating that in their
opinion the financial statements audited by them
and included or incorporated by reference in the
Registration Statement complied as to form in all
material respects with the then applicable
accounting requirements of the Commission,
including the applicable published rules and
regulations of the Commission and (iii) covering
as of a date not more than five business days
prior to the day of the Time of Purchase such
other matters as the Representative reasonably
requests.
(d) That no amendment to the Registration Statement
and that no prospectus or prospectus supplement of
the Company relating to the Debentures and no
document which would be deemed incorporated in the
Prospectus by reference filed subsequent to the
date hereof and prior to the Time of Purchase
shall contain material information substantially
different from that contained in the Registration
Statement which is unsatisfactory in substance to
the Representative or unsatisfactory in form to
Dewey Ballantine, counsel to the Underwriters.
(e) That, at the Time of Purchase, appropriate orders
of the Virginia State Corporation Commission and
of the Tennessee Regulatory Authority, necessary
to permit the sale of the Debentures to the Under-
writers, shall be in effect; and that, prior to
the Time of Purchase, no stop order with respect
to the effectiveness of the Registration Statement
shall have been issued under the Act by the
Commission or proceedings therefor initiated.
(f) That, at the Time of Purchase, there shall not
have been any material adverse change in the
business, properties or financial condition of the
Company from that set forth in the Prospectus
(other than changes referred to in or contemplated
by the Prospectus), and that the Company shall, at
the Time of Purchase, have delivered to the
Representative a certificate of an executive
officer of the Company to the effect that, to the
best of his knowledge, information and belief,
there has been no such change.
(g) That the Company shall have performed such of its
obligations under this Agreement as are to be
performed at or before the Time of Purchase by the
terms hereof.
4. Certain Covenants of the Company: In further
consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:
(a) As soon as practicable, and in any event within
the time prescribed by Rule 424 under the Act, to
file the Prospectus with the Commission; as soon
as the Company is advised thereof, to advise the
Representative and confirm the advice in writing
of any request made by the Commission for
amendments to the Registration Statement or Pro-
spectus or for additional information with respect
thereto or of the entry of a stop order suspending
the effectiveness of the Registration Statement or
of the initiation or threat of any proceedings for
that purpose and, if such a stop order should be
entered by the Commission, to make every reason-
able effort to obtain the prompt lifting or
removal thereof.
(b) To deliver to the Underwriters, without charge, as
soon as practicable (and in any event within 24
hours after the date hereof), and from time to
time thereafter during such period of time (not
exceeding nine months) after the date hereof as
they are required by law to deliver a prospectus,
as many copies of the Prospectus (as supplemented
or amended if the Company shall have made any
supplements or amendments thereto) as the
Representative may reasonably request; and in case
any Underwriter is required to deliver a
prospectus after the expiration of nine months
after the date hereof, to furnish to any
Underwriter, upon request, at the expense of such
Underwriter, a reasonable quantity of a supplemen-
tal prospectus or of supplements to the Prospectus
complying with Section 10(a)(3) of the Act.
(c) To furnish to the Representative a copy, certified
by the Secretary or an Assistant Secretary of the
Company, of the Registration Statement in the form
filed with the Commission and of all amendments
thereto (exclusive of exhibits), and, upon
request, to furnish to the Representative
sufficient plain copies thereof (exclusive of
exhibits) for distribution of one to the other
Underwriters.
(d) For such period of time (not exceeding nine
months) after the date hereof as they are required
by law to deliver a prospectus, if any event shall
have occurred as a result of which it is necessary
to amend or supplement the Prospectus in order to
make the statements therein, in the light of the
circumstances when the Prospectus is delivered to
a purchaser, not misleading, forthwith to prepare
and furnish, at its own expense, to the
Underwriters and to dealers (whose names and
addresses are furnished to the Company by the
Representative) to whom principal amounts of the
Debentures may have been sold by the Representa-
tive for the accounts of the Underwriters and,
upon request, to any other dealers making such
request, copies of such amendments to the Prospec-
tus or supplements to the Prospectus.
(e) As soon as practicable, the Company will make
generally available to its security holders and to
the Underwriters an earning statement or statement
of the Company and its subsidiaries which will
satisfy the provisions of Section 11(a) of the Act
and Rule 158 under the Act.
(f) To use its best efforts to qualify the Debentures
for offer and sale under the securities or "blue
sky" laws of such jurisdictions as the
Representative may designate within six months
after the date hereof and itself to pay, or to
reimburse the Underwriters and their counsel for,
reasonable filing fees and expenses in connection
therewith in an amount not exceeding $3,500 in the
aggregate (including filing fees and expenses paid
and incurred prior to the effective date hereof),
provided, however, that the Company shall not be
required to qualify as a foreign corporation or to
file a consent to service of process or to file
annual reports or to comply with any other
requirements deemed by the Company to be unduly
burdensome.
(g) To pay all expenses, fees and taxes (other than
transfer taxes on resales of the Debentures by the
respective Underwriters) in connection with the
issuance and delivery of the Debentures, except
that the Company shall be required to pay the fees
and disbursements (other than disbursements
referred to in paragraph (f) of this Section 4) of
Dewey Ballantine, counsel to the Underwriters,
only in the events provided in paragraph (h) of
this Section 4, the Underwriters hereby agreeing
to pay such fees and disbursements in any other
event.
(h) If the Underwriters shall not take up and pay for
the Debentures due to the failure of the Company
to comply with any of the conditions specified in
Section 3 hereof, or, if this Agreement shall be
terminated in accordance with the provisions of
Section 7 or 8 hereof, to pay the fees and
disbursements of Dewey Ballantine, counsel to the
Underwriters, and, if the Underwriters shall not
take up and pay for the Debentures due to the
failure of the Company to comply with any of the
conditions specified in Section 3 hereof, to
reimburse the Underwriters for their reasonable
out-of-pocket expenses, in an aggregate amount not
exceeding a total of $10,000, incurred in connec-
tion with the financing contemplated by this
Agreement.
(i) During the period from the date hereof and
continuing to and including the earlier of (i) the
date which is after the Time of Purchase on which
the distribution of the Debentures ceases, as
determined by the Representative in its sole
discretion, and (ii) the date which is 30 days
after the Time of Purchase, the Company agrees not
to offer, sell, contract to sell or otherwise
dispose of any junior subordinated deferrable
interest debentures of the Company or any
substantially similar securities of the Company
without the consent of the Representative.
(j) The Company will use its best efforts to list,
subject to notice of issuance, the Debentures on
the New York Stock Exchange.
(k) The Company will timely file any certificate
required by Rule 52 under the Public Utility
Holding Company Act of 1935 in connection with the
sale of the Debentures.
5. Warranties of and Indemnity by the Company:
(a) The Company warrants and represents to each of the
Underwriters that (i) the Registration Statement
on the Effective Date did, and the Prospectus when
first filed in accordance with Rule 424(b) and at
the Time of Purchase will, comply, or be deemed to
comply, with the applicable provisions of the Act
and the published rules and regulations of the
Commission, (ii) the Registration Statement on the
Effective Date did not contain any untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading (other than material omitted in
reliance upon Rule 430A), and (iii) the Prospectus
when first filed in accordance with Rule 424(b)
and at the Time of Purchase will not, contain any
untrue statement of a material fact or omit to
state a material fact required to be stated
therein or necessary in order to make the
statements therein, in the light of the
circumstances under which they were made, not
misleading, except that the Company makes no
warranty or representation to any Underwriter with
respect to any statements or omissions made
therein in reliance upon and in conformity with
information furnished in writing to the Company by
the Representative on behalf of any Underwriter
expressly for use therein.
(b) As of the Time of Purchase, the Indenture will
have been duly authorized by the Company and duly
qualified under the Trust Indenture Act of 1939,
as amended, and, when executed and delivered by
the Trustee and the Company, will constitute a
legal, valid and binding instrument enforceable
against the Company in accordance with its terms
and such Debentures will have been duly
authorized, executed, authenticated and, when paid
for by the purchasers thereof, will constitute
legal, valid and binding obligations of the
Company entitled to the benefits of the Indenture,
except as the enforceability thereof may be
limited by bankruptcy, insolvency, or other
similar laws affecting the enforcement of
creditors' rights in general, and except as the
availability of the remedy of specific performance
is subject to general principles of equity
(regardless of whether such remedy is sought in a
proceeding in equity or at law), and by an implied
covenant of good faith and fair dealing.
(c) The Company agrees, to the extent permitted by
law, to indemnify and hold harmless each of the
Underwriters and each person, if any, who controls
any such Underwriter within the meaning of Section
15 of the Act, against any and all losses, claims,
damages or liabilities, joint or several, to which
they or any of them may become subject under the
Act or otherwise, and to reimburse the
Underwriters and such controlling person or
persons, if any, for any legal or other expenses
incurred by them in connection with defending any
action, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based
upon any untrue statement or alleged untrue
statement of a material fact contained in the
Registration Statement, in the Preliminary Pro-
spectus, or in the Prospectus, or if the Company
shall furnish or cause to be furnished to the
Underwriters any amendments or any supplements to
the Prospectus, in the Prospectus as so amended or
supplemented (provided that if such Prospectus or
such Prospectus, as amended or supplemented, is
used after the period of time referred to in Sec-
tion 4(d) hereof, it shall contain such amendments
or supplements as the Company deems necessary to
comply with Section 10(a) of the Act), or arise
out of or are based upon any omission or alleged
omission to state therein a material fact required
to be stated therein or necessary to make the
statements therein not misleading, except insofar
as such losses, claims, damages, liabilities or
actions arise out of or are based upon any such
untrue statement or alleged untrue statement or
omission or alleged omission which was made in the
Registration Statement, in the Preliminary
Prospectus or in such Prospectus, or in the
Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company by the
Representative on behalf of any Underwriter
expressly for use therein, and except that this
indemnity shall not inure to the benefit of any
Underwriter (or of any person controlling such
Underwriter) on account of any losses, claims,
damages, liabilities or actions arising from the
sale of the Debentures to any person if a copy of
the Prospectus, as the same may then be supple-
mented or amended (excluding, however, any
document then incorporated or deemed incorporated
therein by reference) was not sent or given by or
on behalf of such Underwriter to such person with
or prior to the written confirmation of the sale
involved and the omission or alleged omission or
untrue statement or alleged untrue statement was
corrected in the Prospectus as supplemented or
amended at the time of such confirmation. Each
Underwriter agrees within ten days after the re-
ceipt by it of notice of the commencement of any
action in respect to which indemnity from the
Company on account of its agreement contained in
this Section 5(b) may be sought by it, or by any
person controlling it, to notify the Company in
writing of the commencement thereof, but the fail-
ure of such Underwriter so to notify the Company
of any such action shall not release the Company
from any liability which it may have to such
Underwriter or to such controlling person
otherwise than on account of the indemnity
agreement contained in this Section 5(b). In case
any such action shall be brought against any
Underwriter or any such person controlling such
Underwriter and such Underwriter shall notify the
Company of the commencement thereof, as above
provided, the Company shall be entitled to
participate in (and, to the extent that it shall
wish, including the selection of counsel, to
direct) the defense thereof at its own expense.
In case the Company elects to direct such defense
and select such counsel (hereinafter, Company's
counsel), any Underwriter or any controlling
person shall have the right to employ its own
counsel, but, in any such case, the fees and
expenses of such counsel shall be at the expense
of such Underwriter or controlling person unless
(i) the Company has agreed in writing to pay such
fees and expenses or (ii) the named parties to any
such action (including any impleaded parties)
include both any Underwriter or any controlling
person and the Company, and any Underwriter or any
controlling person shall have been advised by its
counsel that a conflict of interest between the
Company and any Underwriter or any controlling
person may arise (and the Company's counsel shall
have concurred with such advice) and for this
reason it is not desirable for the Company's
counsel to represent both the indemnifying party
and the indemnified party (it being understood,
however, that the Company shall not, in connection
with any one such action or separate but
substantially similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances, be liable for the
reasonable fees and expenses of more than one
separate firm of attorneys for any Underwriter or
any controlling person (plus any local counsel
retained by any Underwriter or any controlling
person in their reasonable judgment), which firm
(or firms) shall be designated in writing by any
Underwriter or any controlling person). The
Company shall not be liable in the event of any
settlement of any such action effected without its
consent.
The Company's indemnity agreement contained in Section 5(b)
hereof, and its covenants, warranties and representations
contained in this Agreement, shall remain in full force and
effect regardless of any investigation made by or on behalf of
any person, and shall survive the delivery of and payment for the
Debentures hereunder.
6. Warranties of and Indemnity by Underwriters:
(a) Each Underwriter warrants and represents that the
information furnished in writing to the Company
through the Representative for use in the
Registration Statement, in the Preliminary
Prospectus, in the Prospectus, or in the
Prospectus as amended or supplemented is correct
as to such Underwriter.
(b) Each Underwriter agrees, to the extent permitted
by law, to indemnify, hold harmless and reimburse
the Company, its directors and such of its
officers as shall have signed the Registration
Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of
the Act, to the same extent and upon the same
terms as the indemnity agreement of the Company
set forth in Section 5(c) hereof, but only with
respect to untrue statements or alleged untrue
statements or omissions or alleged omissions made
in the Registration Statement, in the Preliminary
Prospectus, or in the Prospectus, or in the
Prospectus as so amended or supplemented, in
reliance upon and in conformity with information
furnished in writing to the Company by the Repre-
sentative on behalf of such Underwriter expressly
for use therein.
The indemnity agreement on the part of each Underwriter
contained in Section 6(b) hereof, and the warranties and
representations of such Underwriter contained in this Agreement,
shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or other
person, and shall survive the delivery of and payment for the
Debentures hereunder.
7. Default of Underwriters: If any Underwriter under this
Agreement shall fail or refuse (otherwise than for some reason
sufficient to justify, in accordance with the terms hereof, the
cancellation or termination of its obligations hereunder) to
purchase and pay for the principal amount of Debentures which it
has agreed to purchase and pay for hereunder, and the aggregate
principal amount of Debentures which such defaulting Underwriter
or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate principal amount of the
Debentures, the other Underwriters shall be obligated severally
in the proportions which the amounts of Debentures set forth
opposite their names in Exhibit 1 hereto bear to the aggregate
principal amount of Debentures set forth opposite the names of
all such non-defaulting Underwriters, to purchase the Debentures
which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on the terms set forth herein;
provided that in no event shall the principal amount of
Debentures which any Underwriter has agreed to purchase pursuant
to Section 1 hereof be increased pursuant to this Section 7 by an
amount in excess of one-ninth of such principal amount of
Debentures without the written consent of such Underwriter. If
any Underwriter or Underwriters shall fail or refuse to purchase
Debentures and the aggregate principal amount of Debentures with
respect to which such default occurs is more than one-tenth of
the aggregate principal amount of the Debentures then the Company
shall have the right (a) to require such non-defaulting
Underwriters to purchase and pay for the respective principal
amounts of Debentures that they had severally agreed to purchase
hereunder, as hereinabove provided, and, in addition, the
principal amount of Debentures that the defaulting Underwriter or
Underwriters shall have so failed to purchase up to a principal
amount thereof equal to one-ninth of the respective principal
amounts of Debentures that such non-defaulting Underwriters have
otherwise agreed to purchase hereunder, and/or (b) to procure one
or more others, members of the National Association of Securities
Dealers (NASD) (or, if not members of the NASD, who are foreign
banks, dealers or institutions not registered under the
Securities Exchange Act of 1934 and who agree in making sales to
comply with the NASD's Rules of Fair Practice), to purchase or
agree to purchase, upon the terms herein set forth, the principal
amount of such Debentures that such defaulting Underwriter or
Underwriters had agreed to purchase, or that portion thereof that
the remaining Underwriters shall not be obligated to purchase
pursuant to the foregoing clause (a). In the event the Company
shall exercise its rights under clause (a) and/or (b) above, the
Company shall give written notice thereof to the Underwriters
within 24 hours (excluding any Saturday, Sunday or legal holiday)
of the time when the Company learns of the failure or refusal of
any Underwriter or Underwriters to purchase and pay for its
respective principal amount of Debentures, and thereupon the Time
of Purchase shall be postponed for a period not to exceed five
full business days, as the Company shall determine. In the event
the Company shall be entitled to but shall not elect (within the
time period specified above) to exercise its rights under clause
(a) and/or (b), then this Agreement shall terminate. In the
event of any such termination, the Company shall not be under any
liability to any Underwriter (except to the extent, if any,
provided in Section 4(h) hereof), nor shall any Underwriter
(other than an Underwriter who shall have failed or refused to
purchase the Debentures without some reason sufficient to
justify, in accordance with the terms hereof, its termination of
its obligations hereunder) be under any liability to the Company
or any other Underwriter.
Nothing herein contained shall release any defaulting
Underwriter from its liability to the Company or any non-
defaulting Underwriter for damages occasioned by its default
hereunder.
8. Termination of Agreement by the Underwriters: This
Agreement may be terminated at any time prior to the Time of
Purchase by the Representative if, after the execution and
delivery of this Agreement and prior to the Time of Purchase, in
the Representative's reasonable judgment, the Underwriters'
ability to market the Debentures shall have been materially
adversely affected because:
(i) trading in securities on the New York Stock
Exchange shall have been generally suspended by the
Commission or by the New York Stock Exchange, or
(ii) (A) a war involving the United States of America
shall have been declared, (B) any other national calamity
shall have occurred, or (C) any conflict involving the armed
services of the United States of America shall have
escalated, or
(iii) a general banking moratorium shall have been
declared by Federal or New York State authorities, or
(iv) there shall have been any decrease in the ratings
of the Company's first mortgage bonds by Moody's Investors
Services, Inc. (Moody's) or Standard & Poor's Ratings Group
(S&P) or either Moody's or S&P shall publicly announce that
it has such first mortgage bonds under consideration for
possible downgrade.
If the Representative elects to terminate this
Agreement, as provided in this Section 8, the Representative will
promptly notify the Company by telephone or by telex or facsimile
transmission, confirmed in writing. If this Agreement shall not
be carried out by any Underwriter for any reason permitted
hereunder, or if the sale of the Debentures to the Underwriters
as herein contemplated shall not be carried out because the
Company is not able to comply with the terms hereof, the Company
shall not be under any obligation under this Agreement and shall
not be liable to any Underwriter or to any member of any selling
group for the loss of anticipated profits from the transactions
contemplated by this Agreement (except that the Company shall
remain liable to the extent provided in Section 4(h) hereof) and
the Underwriters shall be under no liability to the Company nor
be under any liability under this Agreement to one another.
9. Notices: All notices hereunder shall, unless otherwise
expressly provided, be in writing and be delivered at or mailed
to the following addresses or by telex or facsimile transmission
confirmed in writing to the following addresses: if to the
Underwriters, to Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Representative, World Financial Center, North
Tower, 27th Floor, New York, New York 10281-1307, Attention:
Richard A. Vaccari, and, if to the Company, to Appalachian Power
Company, c/o American Electric Power Service Corporation, 1
Riverside Plaza, Columbus, Ohio 43215, attention of A. A. Pena,
Treasurer (fax 614/223-1687).
10. Parties in Interest: The agreement herein set forth
has been and is made solely for the benefit of the Underwriters,
the Company (including the directors thereof and such of the
officers thereof as shall have signed the Registration
Statement), the controlling persons, if any, referred to in
Sections 5 and 6 hereof, and their respective successors,
assigns, executors and administrators, and, except as expressly
otherwise provided in Section 7 hereof, no other person shall
acquire or have any right under or by the virtue of this
Agreement.
11. Definition of Certain Terms: If there be two or more
persons, firms or corporations named in Exhibit 1 hereto, the
term "Underwriters", as used herein, shall be deemed to mean the
several persons, firms or corporations, so named (including the
Representative herein mentioned, if so named) and any party or
parties substituted pursuant to Section 7 hereof, and the term
"Representative", as used herein, shall be deemed to mean the
representative or representatives designated by, or in the manner
authorized by, the Underwriters. All obligations of the
Underwriters hereunder are several and not joint. If there shall
be only one person, firm or corporation named in Exhibit 1
hereto, the term "Underwriters" and the term "Representative", as
used herein, shall mean such person, firm or corporation. The
term "successors" as used in this Agreement shall not include any
purchaser, as such purchaser, of any of the Debentures from any
of the respective Underwriters.
12. Conditions of the Company's Obligations: The
obligations of the Company hereunder are subject to the
Underwriters' performance of their obligations hereunder, and the
further condition that at the Time of Purchase the Virginia State
Corporation Commission and the Tennessee Regulatory Authority
shall have issued appropriate orders, and such orders shall
remain in full force and effect, authorizing the transactions
contemplated hereby.
13. Applicable Law: This Agreement will be governed and
construed in accordance with the laws of the State of New York.
14. Execution of Counterparts: This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized, on the date first above written.
APPALACHIAN POWER COMPANY
By_____________________________
G. P. Maloney
Vice President
MERRILL, LYNCH, PIERCE, FENNER & SMITH
INCORPORATED,
as Representative
and on behalf of the Underwriters
named in Exhibit 1 hereto
By:____________________________
EXHIBIT 1
Name Principal
Amount
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Dean Witter Reynolds Inc.
Lehman Brothers
PaineWebber Incorporated
Prudential Securities ____________
Total $ 75,000,000