Exhibit 1
APPALACHIAN POWER COMPANY
Underwriting Agreement
Dated ___________, ____
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 $__________
principal amount of its Junior Subordinated Deferrable Interest
Debentures, Series _, Due ____ (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 First Supplemental Indenture dated
as of September 1, 1996, and the Second Supplemental Indenture
dated as of __________, ____ 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 $75,000,000
principal amount of its Junior Subordinated Deferrable Interest
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, being herein called the Registration Statement,
and the prospectus, including the documents incorporated or deemed
incorporated therein by reference, constituting a part of the
Registration Statement, as it may be last amended or supplemented
prior to the effectiveness of this Agreement, but excluding any
amendment or supplement relating solely to securities other than
the Debentures, being herein called the Basic Prospectus, and the
Basic Prospectus, as supplemented by a prospectus supplement (the
Prospectus Supplement) to include information relating to the
Debentures, including the names of the Underwriters, the price and
terms of the offering, the interest rate, maturity date and certain
other information relating to the Debentures, which will be filed
with the Commission pursuant to Rule 424(b) of the Commission's
General Rules and Regulations under the Act (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 ___________, ____ (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 Thomas
G. Berkemeyer, 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 (other than the prospectus or amendments,
prospectuses or prospectus supplements relating
solely to securities other than 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 Representa-
tive 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 considera-
tion 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 Prospectus 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 reasonable
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 exceed-
ing 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, other than
supplements or amendments relating solely to
securities other than the Debentures) 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 supplemental 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), other than
amendments relating solely to securities other than
the Debentures 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 circum-
stances 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 Representative for the accounts of
the Underwriters and, upon request, to any other
dealers making such request, copies of such
amendments to the Prospectus 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 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 and the Basic Prospectus, on the date
the Registration Statement became effective, did
not contain any untrue statement of a material fact
or omit to state a material fact necessary to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading; when the Prospectus Supplement is filed
with the Commission, and at the Time of Purchase,
the Registration Statement, and the Prospectus, as
they may be amended or supplemented, will comply,
or be deemed to comply, in all material respects
with the provisions of the Act and the Rules, the
Registration Statement, as it may be amended or
supplemented, will 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, and the
Prospectus, as it may be amended or supplemented,
will not contain any untrue statement of a material
fact or omit to state a material fact necessary 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 Under-
writers 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 Basic Prospectus (if used prior to the
effective date of this Agreement), 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, other
than amendments or supplements relating solely to
securities other than the Debentures (provided that
if such Prospectus or such Prospectus, as amended
or supplemented, is used after the period of time
referred to in Section 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 Basic 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 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 receipt 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(c) may be
sought by it, or by any person controlling it, to
notify the Company in writing of the commencement
thereof, but the failure 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(c). 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 Under-
writer 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 circum-
stances, 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(c)
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 Registra-
tion Statement, in the Basic 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 Regis-
tration Statement, in the Basic 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 Representative 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 represen-
tations 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 ____________________, as Representative,
____________________________________ 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 Representa-
tive herein mentioned, if so named) and any party or parties
substituted pursuant to Section 7 hereof, and the term "Representa-
tive", 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' perfor-
mance 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_____________________________
A. A. Pena
Treasurer
____________________
as Representative
and on behalf of the Underwriters
named in Exhibit 1 hereto
By:____________________________
EXHIBIT 1
Name Principal Amount
____________
Total $