Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of May 1, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.70% Series due June 1, 2003
and
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.90% Series due June 1, 2023
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Fourteenth Series. . . . . . . . 3
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Fifteenth Series . . . . . . . . 3
Second 1993 Supplemental Indenture . . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19M thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 19N thereto . . . . . . . . . . . . . 9
Sec. 3. Supplement to Original Indenture by addition
of new Section 21L thereto . . . . . . . . . . . . .12
Sec. 4. Supplement to Original Indenture by addition
of new Section 21M thereto . . . . . . . . . . . . .12
Sec. 5. Amendment of Sections 5, 6, 26 and 29 of Original
Indenture . . . . . . . . . . . . . . . . . . . . .12
Sec. 6. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . .13
Sec. 7. Second 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . .13
Limitation on rights of others . . . . . . . . . . . . . . . .13
Execution in counterparts. . . . . . . . . . . . . . . . . . .14
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .14
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .14
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .16
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Schedule II. . . . . . . . . . . . . . . . . . . . . . . . .II-1
SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 1993,
made and entered into by and between Kentucky Power Company, a
corporation of the Commonwealth of Kentucky, the corporate title of
which was, prior to June 1, 1954, Kentucky and West Virginia Power
Company, Incorporated (hereinafter sometimes called the Company),
party of the first part, and Bankers Trust Company, a corporation
of the State of New York having its principal office in the County
of New York, State of New York, (hereinafter sometimes called the
Corporate Trustee or Trustee), as Trustee, party of the second
part, having an office at Four Albany Street, New York, New York
10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992
and an Indenture Supplemental to Mortgage, dated as of April 1,
1993 (hereinafter called the "Eleventh Supplemental Indenture"),
amending and supplementing the Mortgage in certain respects (the
Mortgage, as heretofore amended and supplemented, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.70% Series due June 1, 2003"
(hereinafter sometimes referred to as the "bonds of the Fourteenth
Series"); and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.90% Series due June 1, 2023"
(hereinafter sometimes referred to as the "bonds of the Fifteenth
Series"); and
Whereas, each of the bonds of the Fourteenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Second 1993 Supplemental Indenture"); and
Whereas, each of the bonds of the Fifteenth Series is to be
substantially in the form set forth in Schedule II to this Second
Supplemental Indenture; and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Second
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Second 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Second 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Second 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Eleventh Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Second 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Second 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Second 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Second 1993 Supplemental Indenture in the above subdivisions
(2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in
Article XIV of the Original Indenture, by reason of the occurrence
of a completed default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Second 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Second 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Second 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Second 1993 Supplemental Indenture.
And this Second 1993 Supplemental Indenture further
Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 1. The Original Indenture is hereby supplemented
by adding immediately after Section 19L, a new Section 19M, as
follows:
Section 19M. The Company hereby creates a fourteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003" (herein called bonds of the Fourteenth Series). The
form of the bonds of the Fourteenth Series shall be
substantially as set forth in Schedule I to the Second 1993
Supplemental Indenture.
The bonds of the Fourteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Fourteenth Series shall be
issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof; the
principal of and premium (if any) and interest on the bonds of
the Fourteenth Series shall be payable in lawful money of the
United States of America; principal and premium (if any) and
interest shall be payable at the office or agency of the
Company in said Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be
mailed to registered owners of the bonds at their respective
addresses that appear on the register thereof; and the rate of
interest shall be the rate per annum specified in the title
thereof, payable semi-annually on the first days of February
and August of each year (commencing August 1, 1993) and on
their maturity date.
The person in whose name any bond of the Fourteenth
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any regular
semi-annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the Fourteenth Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered holders of
bonds of the Fourteenth Series on such record date shall have
no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
Fourteenth Series shall be the registered holders of such
bonds of the Fourteenth Series (or any bond or bonds issued,
directly or after intermediate transactions, upon transfer or
exchange or in substitution thereof) on the date of payment of
such defaulted interest. The term "record date" as used in
this Section 19M, and in the form of Bonds of the Fourteenth
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
shall mean the January 15 or July 15, as the case may be, next
preceding such interest payment date, or, if such January 15
or July 15 is not a Business Day (as defined hereinbelow), the
next preceding Business Day. The term "Business Day" with
respect to any bond of the Fourteenth Series shall mean any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of
New York, New York or the city in which is located any office
or agency maintained for the payment of principal of or
premium, if any, or interest on such bond of the Fourteenth
Series are authorized or required by law, regulation or
executive order to remain closed.
Every registered bond of the Fourteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Fourteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Fourteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Fourteenth Series (the "Original
Issue Date") or a date prior to such record date, then from
the Original Issue Date; provided, that, so long as there is
no existing default in the payment of interest on said bonds,
the holder of any bond authenticated by the Trustee between
the record date for any regular semi-annual interest payment
date and such interest payment date shall not be entitled to
the payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Fourteenth Series shall be
executed on behalf of the Company by its Chairman of the
Board, by its President or by one of its Vice Presidents or by
one of its officers designated by the Board of Directors of
the Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such bonds
of the Fourteenth Series.
The bonds of the Fourteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Second 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Fourteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Fourteenth Series to
be redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Fourteenth Series
designated for redemption in whole or in part.
Registered bonds of the Fourteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Fourteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Fourteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 2. The Original Indenture is hereby supplemented
by adding immediately after Section 19M, a new Section 19N, as
follows:
Section 19N. The Company hereby creates a fifteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023" (herein called bonds of the Fifteenth Series). The form
of the bonds of the Fifteenth Series shall be substantially as
set forth in Schedule II to the Second 1993 Supplemental
Indenture.
The bonds of the Fifteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Fifteenth Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and integral multiples thereof; the principal of and
premium (if any) and interest on the bonds of the Fifteenth
Series shall be payable in lawful money of the United States
of America; principal and premium (if any) and interest shall
be payable at the office or agency of the Company in said
Borough of Manhattan, The City of New York, provided that at
the option of the Company interest may be mailed to registered
owners of the bonds at their respective addresses that appear
on the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of February and August of each year
(commencing August 1, 1993) and on their maturity date.
The person in whose name any bond of the Fifteenth Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the Fifteenth Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the Fifteenth Series
on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the Fifteenth Series shall be the registered
holders of such bonds of the Fifteenth Series (or any bond or
bonds issued, directly or after intermediate transactions,
upon transfer or exchange or in substitution thereof) on the
date of payment of such defaulted interest. The term "record
date" as used in this Section 19N, and in the form of Bonds of
the Fifteenth Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall mean the January 15 or July 15, as the case
may be, next preceding such interest payment date, or, if such
January 15 or July 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the Fifteenth
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the Fifteenth Series are authorized or required
by law, regulation or executive order to remain closed.
Every registered bond of the Fifteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Fifteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Fifteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Fifteenth Series (the "Original Issue
Date") or a date prior to such record date, then from the
Original Issue Date; provided, that, so long as there is no
existing default in the payment of interest on said bonds, the
holder of any bond authenticated by the Trustee between the
record date for any regular semi-annual interest payment date
and such interest payment date shall not be entitled to the
payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Fifteenth Series shall be executed
on behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the
Fifteenth Series.
The bonds of the Fifteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule II to the Second 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Fifteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Fifteenth Series to be
redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Fifteenth Series
designated for redemption in whole or in part.
Registered bonds of the Fifteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Fifteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Fifteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 3. The Original Indenture is hereby supplemented
by adding immediately after Section 21K thereof Section 21L, as
follows:
Section 21L. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the Fourteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Second 1993 Supplemental Indenture
except to the extent required by Section 28 of this Indenture).
Section 4. The Original Indenture is hereby supplemented
by adding immediately after Section 21L thereof Section 21M, as
follows:
Section 21M. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the Fifteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Second 1993 Supplemental Indenture
except to the extent required by Section 28 of this Indenture).
Section 5. The clause "so long as any bonds of the 1979
Series remain outstanding", appearing in subdivisions (7) and (8)
of the first paragraph of Section 5, in the second paragraph of
Section 6, in clause (a) of the third paragraph of Section 26 and
in the fifth paragraph of Section 26 of the Original Indenture
shall be amended to read "so long as any bonds of the 1996 Series,
the 2002 Series, the Tenth Series, the Eleventh Series, the Twelfth
Series, the Thirteenth Series, the Fourteenth Series or the
Fifteenth Series remain outstanding", the clause "when all bonds of
the 1979 Series shall have ceased to be outstanding" appearing in
subdivision (d) of the third paragraph of Section 5 of the Original
Indenture shall be amended to read "when all bonds of the 1996
Series, the 2002 Series, the Tenth Series, the Eleventh Series, the
Twelfth Series, the Thirteenth Series, the Fourteenth Series and
the Fifteenth Series shall have ceased to be outstanding", and the
clause "unless all bonds of the 1979 Series have ceased to be
outstanding" appearing in subdivisions (f) and (g) of the fourth
paragraph of Section 26, and in subdivision (2) of the first
paragraph of Section 29 of the Original Indenture shall be amended
to read "unless all bonds of the 1996 Series, the 2002 Series, the
Tenth Series, the Eleventh Series, the Twelfth Series, the
Thirteenth Series, the Fourteenth Series and the Fifteenth Series
have ceased to be outstanding".
Section 6. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Fourteenth Series or bonds of the Fifteenth Series are
entitled to vote, all holders of bonds of the Fourteenth Series or
bonds of the Fifteenth Series at the time of such meeting shall be
entitled to vote thereat; provided, however, that the Trustee may,
and upon request of the Company or of a majority of the bondholders
of the Fourteenth Series or the Fifteenth Series shall, fix a day
not exceeding ninety days preceding the date for which the meeting
is called as a record date for the determination of holders of
bonds of the Fourteenth Series or the Fifteenth Series entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such registered
owners on the date so fixed, and who are entitled to vote such
bonds of the Fourteenth Series or the Fifteenth Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 7. As supplemented by this Second 1993
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Second
1993 Supplemental Indenture shall be read, taken and construed as
one and the same instrument. The bonds of the Fourteenth Series
and the bonds of the Fifteenth Series are the original debt secured
by this Second 1993 Supplemental Indenture and the Original
Indenture, and this Second 1993 Supplemental Indenture and the
Original Indenture shall be, and be deemed to be, the original lien
instrument securing the bonds of the Fourteenth Series and the
bonds of the Fifteenth Series.
Nothing in this Second 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Second 1993 Supplemental Indenture, the Company and the Trustee,
any right to avail themselves of any benefit of any provisions of
the Original Indenture or of this Second 1993 Supplemental
Indenture.
This Second 1993 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By __/s/ B. M. Barber___
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
_/s/ T. G. Berkemeyer_
(T. G. Berkemeyer)
Bankers Trust Company
[Seal]
By _/s/ Joanne Adamis____
(Joanne Adamis)
Assistant Vice President
Attest:
_/s/ Shikha Dombek___
(Shikha Dombek)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 12th day of May, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 1st day of May, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
1st day of May, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
12th day of May, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 13th day of May, 1993:
JOANNE ADAMIS AND SHIKHA DOMBEK, whose names are signed to the
writing above, bearing a date as of the 1st day of May, 1993, as an
Assistant Vice President and an Assistant Secretary, respectively,
of BANKERS TRUST COMPANY, have this day acknowledged the same
before me in my County aforesaid.
JOANNE ADAMIS, who signed the writing above and hereto annexed
for BANKERS TRUST COMPANY, a corporation, bearing a date as of the
1st day of May, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared JOANNE ADAMIS, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Vice
President of BANKERS TRUST COMPANY, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said JOANNE
ADAMIS acknowledged said instrument to be the free act and deed of
said corporation.
SHIKHA DOMBEK personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Vice President, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 13th day
of May, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1993
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza,
Columbus, Ohio 43215.
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.70%
SERIES DUE JUNE 1, 2003
Bond No.
Original Issue Date: May 20, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AF 3
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.70% Series due June 1, 2003 (herein called "bonds of
the Fourteenth Series") created by an Indenture Supplemental dated
as of May 1, 1993 (the "Second 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Second 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Fourteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Fourteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Fourteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Fourteenth Series designated for redemption in whole
or in part.
Any or all of the bonds of the Fourteenth Series may be
redeemed by the Company, on or after June 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.70% SERIES DUE JUNE 1, 2003
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 101.92%
1999 100.96
2000 100.00
2001 100.00
2002 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
SCHEDULE II
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.90%
SERIES DUE JUNE 1, 2023
Bond No.
Original Issue Date: May 20, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AE 6
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.90% Series due June 1, 2023 (herein called "bonds of
the Fifteenth Series") created by an Indenture Supplemental dated
as of May 1, 1993 (the "Second 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Second 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Fifteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Fifteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Fifteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Fifteenth Series designated for redemption in whole or
in part.
Any or all of the bonds of the Fifteenth Series may be
redeemed by the Company, on or after June 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.90% SERIES DUE JUNE 1, 2023
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 105.93%
1999 105.53
2000 105.14
2001 104.74
2002 104.35
2003 103.95
2004 103.56
2005 103.16
2006 102.77
2007 102.37
2008 101.98
2009 101.58
2010 101.19
2011 100.79
2012 100.40
2013 100.00
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of June 1, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.90% Series due June 1, 2023
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Sixteenth Series . . . . . . . . 3
Third 1993 Supplemental Indenture. . . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19O thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 21N thereto . . . . . . . . . . . . . 9
Sec. 3. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . . 9
Sec. 4. Third 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . . 9
Limitation on rights of others . . . . . . . . . . . . . . . .10
Execution in counterparts. . . . . . . . . . . . . . . . . . .10
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .10
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .10
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .12
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 1993,
made and entered into by and between Kentucky Power Company, a
corporation of the Commonwealth of Kentucky, the corporate title of
which was, prior to June 1, 1954, Kentucky and West Virginia Power
Company, Incorporated (hereinafter sometimes called the Company),
party of the first part, and Bankers Trust Company, a corporation
of the State of New York having its principal office in the County
of New York, State of New York, (hereinafter sometimes called the
Corporate Trustee or Trustee), as Trustee, party of the second
part, having an office at Four Albany Street, New York, New York
10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992,
an Indenture Supplemental to Mortgage, dated as of April 1, 1993
and an Indenture Supplemental to Mortgage, dated as of May 1, 1993
(hereinafter called the "Twelfth Supplemental Indenture"), amending
and supplementing the Mortgage in certain respects (the Mortgage,
as heretofore amended and supplemented, being hereinafter called
the "Original Indenture"), to the Trustee for the security of all
bonds of the Company outstanding thereunder, and by said Original
Indenture conveyed to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and covenants
therein contained, all and singular the property, rights and
franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.90% Series due June 1, 2023"
(hereinafter sometimes referred to as the "bonds of the Sixteenth
Series"); and
Whereas, each of the bonds of the Sixteenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Third 1993 Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Third
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Third 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Third 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Third 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Twelfth Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Third 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Third 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Third 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Third 1993 Supplemental Indenture in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted
in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the mortgaged and
pledged property in the manner provided in Article XIV of the
Original Indenture, by reason of the occurrence of a completed
default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Third 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Third 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Third 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Third 1993 Supplemental Indenture.
And this Third 1993 Supplemental Indenture further Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 8. The Original Indenture is hereby supplemented
by adding immediately after Section 19N, a new Section 19O, as
follows:
Section 19O. The Company hereby creates a sixteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023" (herein called bonds of the Sixteenth Series). The form
of the bonds of the Sixteenth Series shall be substantially as
set forth in Schedule I to the Third 1993 Supplemental
Indenture.
The bonds of the Sixteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Sixteenth Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and integral multiples thereof; the principal of and
premium (if any) and interest on the bonds of the Sixteenth
Series shall be payable in lawful money of the United States
of America; principal and premium (if any) and interest shall
be payable at the office or agency of the Company in said
Borough of Manhattan, The City of New York, provided that at
the option of the Company interest may be mailed to registered
owners of the bonds at their respective addresses that appear
on the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of February and August of each year
(commencing August 1, 1993) and on their maturity date.
The person in whose name any bond of the Sixteenth Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the Sixteenth Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the Sixteenth Series
on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the Sixteenth Series shall be the registered
holders of such bonds of the Sixteenth Series (or any bond or
bonds issued, directly or after intermediate transactions,
upon transfer or exchange or in substitution thereof) on the
date of payment of such defaulted interest. The term "record
date" as used in this Section 19O, and in the form of Bonds of
the Sixteenth Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall mean the January 15 or July 15, as the case
may be, next preceding such interest payment date, or, if such
January 15 or July 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the Sixteenth
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the Sixteenth Series are authorized or required
by law, regulation or executive order to remain closed.
Every registered bond of the Sixteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Sixteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Sixteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Sixteenth Series (the "Original Issue
Date") or a date prior to such record date, then from the
Original Issue Date; provided, that, so long as there is no
existing default in the payment of interest on said bonds, the
holder of any bond authenticated by the Trustee between the
record date for any regular semi-annual interest payment date
and such interest payment date shall not be entitled to the
payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Sixteenth Series shall be executed
on behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the
Sixteenth Series.
The bonds of the Sixteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Third 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Sixteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Sixteenth Series to be
redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Sixteenth Series
designated for redemption in whole or in part.
Registered bonds of the Sixteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Sixteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Sixteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 9. The Original Indenture is hereby supplemented
by adding immediately after Section 21M thereof Section 21N, as
follows:
Section 21N. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $25,000,000 principal amount of the bonds of the Sixteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Third 1993 Supplemental Indenture except
to the extent required by Section 28 of this Indenture).
Section 10. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Sixteenth Series are entitled to vote, all holders of
bonds of the Sixteenth Series at the time of such meeting shall be
entitled to vote thereat; provided, however, that the Trustee may,
and upon request of the Company or of a majority of the bondholders
of the Sixteenth Series shall, fix a day not exceeding ninety days
preceding the date for which the meeting is called as a record date
for the determination of holders of bonds of the Sixteenth Series
entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall have
been such registered owners on the date so fixed, and who are
entitled to vote such bonds of the Sixteenth Series at the meeting,
shall be entitled to receive notice of such meeting.
Section 11. As supplemented by this Third 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Third 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the Sixteenth Series are the
original debt secured by this Third 1993 Supplemental Indenture and
the Original Indenture, and this Third 1993 Supplemental Indenture
and the Original Indenture shall be, and be deemed to be, the
original lien instrument securing the bonds of the Sixteenth
Series.
Nothing in this Third 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Third 1993 Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provisions of the
Original Indenture or of this Third 1993 Supplemental Indenture.
This Third 1993 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By _/s/ B. M. Barber__
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ A. A. Pena______
(A. A. Pena)
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
Bankers Trust Company
[Seal]
By _/s/ Samir Pandiri____
(Samir Pandiri)
Assistant Vice President
Attest:
_/s/ Shikha Dombek___
(Shikha Dombek)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 2nd day of June, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 1st day of June, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
1st day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
2nd day of June, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 3rd day of June, 1993:
SAMIR PANDIRI AND SHIKHA DOMBEK, whose names are signed to the
writing above, bearing a date as of the 1st day of June, 1993, as
an Assistant Vice President and an Assistant Secretary,
respectively, of BANKERS TRUST COMPANY, have this day acknowledged
the same before me in my County aforesaid.
SAMIR PANDIRI, who signed the writing above and hereto annexed
for BANKERS TRUST COMPANY, a corporation, bearing a date as of the
1st day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared SAMIR PANDIRI, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Vice
President of BANKERS TRUST COMPANY, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said SAMIR
PANDIRI acknowledged said instrument to be the free act and deed of
said corporation.
SHIKHA DOMBEK personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Vice President, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 3rd day of
June, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza, Columbus,
Ohio 43215.
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.90%
SERIES DUE JUNE 1, 2023
Bond No.
Original Issue Date: June 9, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AG 1
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.90% Series due June 1, 2023 (herein called "bonds of
the Sixteenth Series") created by an Indenture Supplemental dated
as of June 1, 1993 (the "Third 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Third 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Sixteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Sixteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Sixteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Sixteenth Series designated for redemption in whole or
in part.
Any or all of the bonds of the Sixteenth Series may be
redeemed by the Company, on or after June 9, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.90% SERIES DUE JUNE 1, 2023
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 105.93%
1999 105.53
2000 105.14
2001 104.74
2002 104.35
2003 103.95
2004 103.56
2005 103.16
2006 102.77
2007 102.37
2008 101.98
2009 101.58
2010 101.19
2011 100.79
2012 100.40
2013 100.00
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of June 15, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.70% Series due July 1, 2003
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Seventeenth Series . . . . . . . 3
Fourth 1993 Supplemental Indenture . . . . . . . . . . . . . 4
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19P thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 21O thereto . . . . . . . . . . . . . 9
Sec. 3. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . .10
Sec. 4. Fourth 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . .10
Limitation on rights of others . . . . . . . . . . . . . . . .10
Execution in counterparts. . . . . . . . . . . . . . . . . . .10
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .11
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .11
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .13
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
SUPPLEMENTAL INDENTURE, dated as of the 15th day of June,
1993, made and entered into by and between Kentucky Power Company,
a corporation of the Commonwealth of Kentucky, the corporate title
of which was, prior to June 1, 1954, Kentucky and West Virginia
Power Company, Incorporated (hereinafter sometimes called the
Company), party of the first part, and Bankers Trust Company, a
corporation of the State of New York having its principal office in
the County of New York, State of New York, (hereinafter sometimes
called the Corporate Trustee or Trustee), as Trustee, party of the
second part, having an office at Four Albany Street, New York, New
York 10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992
an Indenture Supplemental to Mortgage, dated as of April 1, 1993,
an Indenture Supplemental to Mortgage, dated as of May 1, 1993 and
an Indenture Supplemental to Mortgage, dated as of June 1, 1993
(hereinafter called the "Thirteenth Supplemental Indenture"),
amending and supplementing the Mortgage in certain respects (the
Mortgage, as heretofore amended and supplemented, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $25,000,000 and, of the
bonds so issued, $25,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.70% Series due July 1, 2003"
(hereinafter sometimes referred to as the "bonds of the Seventeenth
Series"); and
Whereas, each of the bonds of the Seventeenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Fourth 1993 Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Fourth
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Fourth 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Fourth 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Fourth 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Thirteenth Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Fourth 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Fourth 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Fourth 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Fourth 1993 Supplemental Indenture in the above subdivisions
(2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in
Article XIV of the Original Indenture, by reason of the occurrence
of a completed default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Fourth 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Fourth 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Fourth 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Fourth 1993 Supplemental Indenture.
And this Fourth 1993 Supplemental Indenture further
Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 12. The Original Indenture is hereby supplemented
by adding immediately after Section 19O, a new Section 19P, as
follows:
Section 19P. The Company hereby creates a seventeenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due July 1,
2003" (herein called bonds of the Seventeenth Series). The
form of the bonds of the Seventeenth Series shall be
substantially as set forth in Schedule I to the Fourth 1993
Supplemental Indenture.
The bonds of the Seventeenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Seventeenth Series shall be
issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof; the
principal of and premium (if any) and interest on the bonds of
the Seventeenth Series shall be payable in lawful money of the
United States of America; principal and premium (if any) and
interest shall be payable at the office or agency of the
Company in said Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be
mailed to registered owners of the bonds at their respective
addresses that appear on the register thereof; and the rate of
interest shall be the rate per annum specified in the title
thereof, payable semi-annually on the first days of February
and August of each year (commencing August 1, 1993) and on
their maturity date.
The person in whose name any bond of the Seventeenth
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any regular
semi-annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the Seventeenth Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered holders of
bonds of the Seventeenth Series on such record date shall have
no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
Seventeenth Series shall be the registered holders of such
bonds of the Seventeenth Series (or any bond or bonds issued,
directly or after intermediate transactions, upon transfer or
exchange or in substitution thereof) on the date of payment of
such defaulted interest. The term "record date" as used in
this Section 19P, and in the form of Bonds of the Seventeenth
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
shall mean the January 15 or July 15, as the case may be, next
preceding such interest payment date, or, if such January 15
or July 15 is not a Business Day (as defined hereinbelow), the
next preceding Business Day. The term "Business Day" with
respect to any bond of the Seventeenth Series shall mean any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of
New York, New York or the city in which is located any office
or agency maintained for the payment of principal of or
premium, if any, or interest on such bond of the Seventeenth
Series are authorized or required by law, regulation or
executive order to remain closed.
Every registered bond of the Seventeenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Seventeenth Series preceding the
Issue Date, unless such Issue Date be an interest payment date
to which interest is being paid on the bonds of the
Seventeenth Series, in which case it shall bear interest from
its Issue Date; or unless the Issue Date be the record date
for the interest payment date first following the date of
original issuance of bonds of the Seventeenth Series (the
"Original Issue Date") or a date prior to such record date,
then from the Original Issue Date; provided, that, so long as
there is no existing default in the payment of interest on
said bonds, the holder of any bond authenticated by the
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall not
be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption) and shall have no claim against the Company with
respect thereto; provided, further, that, if and to the extent
the Company shall default in the payment of the interest due
on such interest payment date, then any such bond shall bear
interest from the February 1 or August 1, as the case may be,
next preceding its Issue Date, to which interest has been paid
or, if the Company shall be in default with respect to the
interest payment date first following the Original Issue Date,
then from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Seventeenth Series shall be
executed on behalf of the Company by its Chairman of the
Board, by its President or by one of its Vice Presidents or by
one of its officers designated by the Board of Directors of
the Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such bonds
of the Seventeenth Series.
The bonds of the Seventeenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Fourth 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Seventeenth Series for a period
of fifteen days next preceding any interest payment date or
next preceding any selection of bonds of the Seventeenth
Series to be redeemed and the Company shall not be required to
make transfers or exchanges of bonds of the Seventeenth Series
designated for redemption in whole or in part.
Registered bonds of the Seventeenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Seventeenth Series may be exchanged
for a like aggregate principal amount of registered bonds of
the Seventeenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 13. The Original Indenture is hereby supplemented
by adding immediately after Section 21N thereof Section 21O, as
follows:
Section 21O. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the
Seventeenth Series shall forthwith be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee
and delivered from time to time in accordance with the order or
orders of the Company evidenced by a writing or writings signed in
the name of the Company by its President or one of its Vice
Presidents and its Treasurer or one of its Assistant Treasurers
(without awaiting the filing or recording of the Fourth 1993
Supplemental Indenture except to the extent required by Section 28
of this Indenture).
Section 14. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Seventeenth Series are entitled to vote, all holders
of bonds of the Seventeenth Series at the time of such meeting
shall be entitled to vote thereat; provided, however, that the
Trustee may, and upon request of the Company or of a majority of
the bondholders of the Seventeenth Series shall, fix a day not
exceeding ninety days preceding the date for which the meeting is
called as a record date for the determination of holders of bonds
of the Seventeenth Series entitled to notice of and to vote at such
meeting and any adjournment thereof and only such registered owners
who shall have been such registered owners on the date so fixed,
and who are entitled to vote such bonds of the Seventeenth Series
at the meeting, shall be entitled to receive notice of such
meeting.
Section 15. As supplemented by this Fourth 1993
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Fourth
1993 Supplemental Indenture shall be read, taken and construed as
one and the same instrument. The bonds of the Seventeenth Series
are the original debt secured by this Fourth 1993 Supplemental
Indenture and the Original Indenture, and this Fourth 1993
Supplemental Indenture and the Original Indenture shall be, and be
deemed to be, the original lien instrument securing the bonds of
the Seventeenth Series.
Nothing in this Fourth 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Fourth 1993 Supplemental Indenture, the Company and the Trustee,
any right to avail themselves of any benefit of any provisions of
the Original Indenture or of this Fourth 1993 Supplemental
Indenture.
This Fourth 1993 Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which when so
executed shall be deemed to be an original; but such counterparts
shall together constitute but one and the same instrument.
In Witness Whereof, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By _/s/ B. M. Barber__
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ A. A. Pena______
(A. A. Pena)
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
Bankers Trust Company
[Seal]
By _/s/ Michael K. Clark_
(Michael K. Clark)
Vice President
Attest:
_/s/ K. Wendy Kumar__
(K. Wendy Kumar)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 17th day of June, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 15th day of June, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
15th day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
17th day of June, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 17th day of June, 1993:
MICHAEL K. CLARK AND K. WENDY KUMAR, whose names are signed to
the writing above, bearing a date as of the 15th day of June, 1993,
as a Vice President and an Assistant Secretary, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
MICHAEL K. CLARK, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date as
of the 15th day of June, 1993, has this day in my said County
before me acknowledged the said writing to be the act and deed of
said corporation.
Before me appeared MICHAEL K. CLARK, to me personally known,
who, being by me duly sworn, did say that he is a Vice President of
BANKERS TRUST COMPANY, and that the seal affixed to said instrument
is the corporate seal of said corporation, and that said instrument
was signed and sealed in behalf of said corporation, by authority
of its Board of Directors and said MICHAEL K. CLARK acknowledged
said instrument to be the free act and deed of said corporation.
K. WENDY KUMAR personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by a Vice President, sealed with its corporate seal, and
attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 17th day
of June, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza,
Columbus, Ohio 43215.
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.70%
SERIES DUE JULY 1, 2003
Bond No.
Original Issue Date: June 24, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AH 9
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.70% Series due July 1, 2003 (herein called "bonds of
the Seventeenth Series") created by an Indenture Supplemental dated
as of June 15, 1993 (the "Fourth 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Fourth 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Seventeenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Seventeenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Seventeenth Series to be
redeemed and the Company shall not be required to make transfers or
exchanges of bonds of the Seventeenth Series designated for
redemption in whole or in part.
Any or all of the bonds of the Seventeenth Series may be
redeemed by the Company, on or after July 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.70% SERIES DUE JULY 1, 2003
(If redeemed during
the twelve months Regular
beginning July 1) Redemption
Year Price
1998 101.92%
1999 100.96
2000 100.00
2001 100.00
2002 100.00
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.