Exhibit 4(b)
April 22, 1998
Company Order and Officers' Certificate
Senior Notes, Series B
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 and March 26, 1998, copies of which certified
by the Secretary or an Assistant Secretary of the Company are
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 B, 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 June 30, 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 close of business on the business day
next preceding the relevant Interest Payment Date;
except that if the Notes are no longer represented by a
Global Note, as specified in Paragraph 2(vi) below, the
Regular Record Date will be the March 15, June 15,
September 15 or December 15, as the case may be, next
preceding such Interest Payment Date (whether or not a
business day); provided 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 7.30% 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
April 22, 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 B, 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 7.30% Senior
Notes, Series B, Due 2038 in such name as requested by The
Depository Trust Company ("DTC") in the Letter of
Representations dated April 17, 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 Thomas G.
Berkemeyer, the Treasurer and Assistant 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/ Thomas G. Berkemeyer__
Assistant Secretary
Acknowledged by Trustee:
By:/s/ Michael Culhane________
Vice President
Exhibit 1
Unless this certificate is presented by an authorized
representative 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
7.30% Senior Notes, Series B, Due 2038
CUSIP: 037735 78 4 Oiginal Issue
Date: April 22, 1998
Stated Maturity Date: June 30, 2038 Interest Rate: 7.30%
Principal Amount: $100,000,000
Redeemable: Yes X No ____
In Whole: Yes X No ____
In Part: Yes X No ____
Initial Redemption Date: April 22, 2003
Initial Redemption Price: 100%
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
Principal 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 close of business on the Business Day next
preceding such Interest Payment Date. 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 hereinafter 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.
Subject to the terms of Article Three of the Indenture, the
Company shall have the right to redeem this Note at its option,
without premium or penalty, in whole or, in part, at any time on
or after April 22, 2003, at a redemption price equal to 100% of
the principal amount thereof plus any accrued but unpaid interest
to the date of such redemption.
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:_______________________
Treasurer
Attest:
By:___________________________
Assistant Secretary
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: April 22, 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").