Exhibit 4(b)
March 3, 1998
Company Order and Officers' Certificate
Senior Notes, Series A
The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Attn: Corporate Trust Division
Ladies and Gentlemen:
Pursuant to Article Two of the Indenture, dated as of January 1,
1998 (as it may be amended or supplemented, the "Indenture"), from
Appalachian Power Company (the "Company") to The Bank of New York,
as trustee (the "Trustee"), and the Board Resolutions dated
December 17, 1997, a copy of which certified by the Secretary or an
Assistant Secretary of the Company is being delivered herewith
under Section 2.01 of the Indenture, and unless otherwise provided
in a subsequent Company Order pursuant to Section 2.04 of the
Indenture,
1. The Company's Senior Notes, Series A, Due 2038 (the
"Notes") are hereby established. The Notes shall be in
substantially the form attached hereto as Exhibit 1.
2. The terms and characteristics of the Notes shall be
as follows (the numbered clauses set forth below corresponding
to the numbered subsections of Section 2.01 of the Indenture,
with terms used and not defined herein having the meanings
specified in the Indenture):
(i) the aggregate principal amount of Notes which may
be authenticated and delivered under the Indenture shall
be limited to $100,000,000, except as contemplated in
Section 2.01(i) of the Indenture;
(ii) the date on which the principal of the Notes
shall be payable shall be March 31, 2038;
(iii) interest shall accrue from the date of
authentication of the Notes; the Interest Payment Dates
on which such interest will be payable shall be March 31,
June 30, September 30 and December 31, and the Regular
Record Date for the determination of holders to whom
interest is payable on any such Interest Payment Date
shall be the March 15, June 15, September 15 or December
15, as the case may be, next preceding such Interest
Payment Date; provided however that if the Original Issue
Date of a Note shall be after a Regular Record Date and
before the corresponding Interest Payment Date, payment
of interest shall commence on the second Interest Payment
Date succeeding such Original Issue Date and shall be
paid to the Person in whose name this Note was registered
on the Regular Record Date for such second Interest
Payment Date; and provided further, that interest payable
on the Stated Maturity Date or any Redemption Date shall
be paid to the Person to whom principal shall be paid;
(iv) the interest rate at which the Notes shall bear
interest shall be 7.20% per annum;
(v) the Notes shall be redeemable at the option of
the Company, in whole or in part, at any time on or after
March 3, 2003, upon not less than 30 nor more than 60
days' notice, at 100% of the principal amount redeemed
together with accrued and unpaid interest to the
redemption date;
(vi) (a) the Notes shall be issued in the form of a
Global Note; (b) the Depositary for such Global Note
shall be The Depository Trust Company; and (c) the
procedures with respect to transfer and exchange of
Global Notes shall be as set forth in the form of Note
attached hereto;
(vii) the title of the Notes shall be "Senior Notes,
Series A, Due 2038";
(viii) the form of the Notes shall be as set forth in
Paragraph 1 above;
(ix) not applicable;
(x) the Notes shall not be subject to a Periodic
Offering;
(xi) not applicable;
(xii) not applicable;
(xiii) not applicable;
(xiv) the Notes shall be issuable in denominations of
$25 and any integral multiple thereof;
(xv) not applicable;
(xvi) the Notes shall not be issued as Discount
Securities;
(xvii) not applicable;
(xviii) not applicable; and
(xix) not applicable.
3. You are hereby requested to authenticate
$100,000,000 aggregate principal amount of 7.20% Senior Notes,
Series A, Due 2038 in such name as requested by The Depository
Trust Company ("DTC") in the Letter of Representations dated
March 3, 1998, from the Company and the Trustee to DTC in the
manner provided by the Indenture.
4. You are hereby requested to hold the Notes as
custodian for DTC in accordance with the Letter of
Representations.
5. Concurrently with this Company Order, an Opinion of
Counsel under Sections 2.04 and 13.06 of the Indenture is
being delivered to you.
6. The undersigned Armando A. Pena and John F. Di
Lorenzo, Jr., the Treasurer and Secretary, respectively, of
the Company do hereby certify that:
(i) we have read the relevant portions of the
Indenture, including without limitation the conditions
precedent provided for therein relating to the action
proposed to be taken by the Trustee as requested in this
Company Order and Officers' Certificate, and the
definitions in the Indenture relating thereto;
(ii) we have read the Board Resolutions of the Company
and the Opinion of Counsel referred to above;
(iii) we have conferred with other officers of the
Company, have examined such records of the Company and
have made such other investigation as we deemed relevant
for purposes of this certificate;
(iv) in our opinion, we have made such examination or
investigation as is necessary to enable us to express an
informed opinion as to whether or not such conditions
have been complied with; and
(v) on the basis of the foregoing, we are of the
opinion that all conditions precedent provided for in the
Indenture relating to the action proposed to be taken by
the Trustee as requested herein have been complied with.
Kindly acknowledge receipt of this Company Order and Officers'
Certificate, including the documents listed herein, and confirm the
arrangements set forth herein by signing and returning the copy of
this document attached hereto.
Very truly yours,
APPALACHIAN POWER COMPANY
By:/s/ A. A. Pena______________
Treasurer
And:/s/ John F. Di Lorenzo, Jr.
Secretary
Acknowledged by Trustee:
By:/s/ Michael Culhane_________
Vice President
Exhibit 1
Unless this certificate is presented by an authorized representa-
tive of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered
in the name of Cede & Co. or in such other name as is requested by
an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein. Except as otherwise provided in Section 2.11 of
the Indenture, this Security may be transferred, in whole but not
in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor Depository.
No. R-1 4,000,000 Senior Notes,
$25 principal amount each
APPALACHIAN POWER COMPANY
7.20% Senior Notes, Series A, Due 2038
CUSIP: 037735 79 2
Original Issue Date: March 3, 1998
Stated Maturity Date: March 31, 2038
Interest Rate: 7.20%
Principal Amount: $100,000,000
Redeemable: Yes X No ____
In Whole: Yes X No ____
In Part: Yes X No ____
Initial Redemption Date: March 3, 2003
Redemption Limitation Date: N/A
Initial Redemption Price: 100%
Reduction Percentage: N/A
APPALACHIAN POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (herein
referred to as the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO. or registered
assigns, the Principal Amount specified above on the Stated
Maturity Date specified above, and to pay interest on said Prin-
cipal Amount from the Original Issue Date specified above or from
the most recent interest payment date (each such date, an "Interest
Payment Date") to which interest has been paid or duly provided
for, quarterly in arrears on March 31, June 30, September 30 and
December 31 in each year, commencing (except as provided below)
with the Interest Payment Date next succeeding the Original Issue
Date specified above, at the Interest Rate per annum specified
above, until the Principal Amount shall have been paid or duly
provided for. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date, as provided in the Indenture, as
hereinafter defined, shall be paid to the Person in whose name this
Note (or one or more Predecessor Securities) shall have been
registered at the close of business on the Regular Record Date with
respect to such Interest Payment Date, which shall be the March 15,
June 15, September 15 or December 15 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date; provided however that if the Original Issue Date of this Note
shall be after a Regular Record Date and before the corresponding
Interest Payment Date, payment of interest shall commence on the
second Interest Payment Date succeeding such Original Issue Date
and shall be paid to the Person in whose name this Note was
registered on the Regular Record Date for such second Interest
Payment Date; and provided further, that interest payable on the
Stated Maturity Date or any Redemption Date shall be paid to the
Person to whom principal shall be paid. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid
as provided in said Indenture.
If any Interest Payment Date, any Redemption Date or the
Stated Maturity Date is not a Business Day, then payment of the
amounts due on this Note on such date will be made on the next
succeeding Business Day, and no interest shall accrue on such
amounts for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity Date, as the case may be, except
that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business
Day, with the same force and effect as if made on such date. The
principal of (and premium, if any) and the interest on this Note
shall be payable at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, the City of New York,
New York, in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of public
and private debts; provided, however, that payment of interest
(other than interest payable on the Stated Maturity Date or any
Redemption Date) may be made at the option of the Company by check
mailed to the registered holder at such address as shall appear in
the Note Register.
This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified in
the Indenture, all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of January 1, 1998 duly
executed and delivered between the Company and The Bank of New
York, a New York banking corporation organized and existing under
the laws of the State of New York, as Trustee (herein referred to
as the "Trustee") (such Indenture, as originally executed and
delivered and as thereafter supplemented and amended being herein-
after referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto or Company Orders reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to
amount, date of maturity, rate of interest and in other respects as
in the Indenture provided. This Note is one of the series of Notes
designated on the face hereof.
If so specified on the face hereof and subject to the terms of
Article Three of the Indenture, this Note is subject to redemption
at any time on or after the Initial Redemption Date specified on
the face hereof, as a whole or, if specified, in part, at the
election of the Company, at the applicable redemption price (as
described below) plus any accrued but unpaid interest to the date
of such redemption. Unless otherwise specified on the face hereof,
such redemption price shall be the Initial Redemption Price
specified on the face hereof for the twelve-month period commencing
on the Initial Redemption Date and shall decline for the twelve-
month period commencing on each anniversary of the Initial
Redemption Date by a percentage of principal amount equal to the
Reduction Percentage specified on the face hereof until such
redemption price is 100% of the principal amount of this Note to be
redeemed.
Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the face
hereof, redeem any Note of this series as contemplated above as a
part of, or in anticipation of, any refunding operation by the
application, directly or indirectly, of moneys borrowed having an
effective interest cost to the Company (calculated in accordance
with generally accepted financial practice) of less than the
effective interest cost to the Company (similarly calculated) of
this Note.
This Note shall be redeemable to the extent set forth herein
and in the Indenture upon not less than thirty, but not more than
sixty, days previous notice by mail to the registered owner.
The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at the
opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding Notes of the
same series and ending at the close of business on the day of such
mailing, nor (ii) register the transfer of or exchange of any Notes
of any series or portions thereof called for redemption. This
Global Note is exchangeable for Notes in definitive registered form
only under certain limited circumstances set forth in the
Indenture.
In the event of redemption of this Note in part only, a new
Note or Notes of this series, of like tenor, for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon
the surrender of this Note.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Notes may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of each series
affected at the time outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes;
provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Notes of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a
Discount Security that would be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and
affected; (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which
are required to waive any default and its consequences, without the
consent of the holder of each Note then outstanding and affected
thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of
securities required to rescind and annul any declaration of amounts
due and payable under the Notes), without the consent of the holder
of each Note then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the Holders of the Notes
of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of
or premium, if any, or interest on any of the Notes of such series.
Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the
time and place and at the rate and in the money herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the
registered holder hereof on the Note Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company as may be designated by the Company
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by
the registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Note
Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made
by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying
agent nor any Note Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the
issuance hereof, expressly waived and released.
The Notes of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple
thereof. As provided in the Indenture and subject to certain
limitations, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series of a different
authorized denomination, as requested by the Holder surrendering
the same.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
APPALACHIAN POWER COMPANY
By:___________________________
Attest:
By:___________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in
accordance with, and referred to in, the within-mentioned
Indenture.
Dated: March 3, 1998
THE BANK OF NEW YORK, as Trustee
By:___________________________
Authorized Signatory
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 Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Note 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 Note in every
particular, without alteration or enlargement or any
change whatever and NOTICE: Signature(s) must be
guaranteed by a financial institution that is a member of
the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP")
or the New York Stock Exchange, Inc. Medallion Signature
Program ("MSP").