Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of October 1, 1938)
Executed by
OHIO POWER COMPANY
TO
CHEMICAL BANK,
As Trustee
Dated as of October 1, 1993
$25,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.00% Series due November 1, 2003
$25,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.10% Series due November 1, 2023
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
Execution of Original Indenture 1
Termination of Individual Trustee 2
Acquisition of property rights and property 2
Provision for issuance of bonds in one or more series 2
Issuance of First Mortgage Bonds 3
Creation of new First Mortgage Bonds of the 48th Series 3
Creation of new First Mortgage Bonds of the 49th Series 4
Compliance with legal requirements 4
Granting Clauses 4
Appurtenances, etc. 5
Habendum 6
Grant in Trust 6
Sec. 1. Supplement to Original Indenture by addition 6
of new Section 20VV thereto
Sec. 2. Supplement to Original Indenture by addition 9
of New Section 20WW thereto
Sec. 3. Supplement to Original Indenture by addition 12
of new Article IIIAAAA thereto
Sec. 4. Supplement to Original Indenture by addition 12
of new Article IIIAAAB thereto
Sec. 5. Provision for record date for meetings of 13
bondholders
Sec. 6. Original Indenture and the Fourth 1993
Supplemental Indenture same instrument 13
Sec. 7. Limitation of rights 13
Sec. 8. Execution of 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 October,
1993, made and entered into by and between Ohio Power Company, a
corporation of the State of Ohio, the corporate title of which was,
prior to July 16, 1954, The Ohio Power Company (hereinafter
sometimes called the Company), party of the first part, and
Chemical Bank, a corporation of the State of New York having its
principal office in the County of New York, State of New York,
successor by merger to Manufacturers Hanover Trust Company,
successor by merger to The Hanover Bank, the corporate title of
which was, prior to June 30, 1951, Central Hanover Bank and Trust
Company (hereinafter sometimes called the Corporate Trustee or
Trustee), as Trustee, party of the second part;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of October 1, 1938, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
April 1, 1941, a Supplemental Mortgage and Deed of Trust, dated as
of April 1, 1944, a Supplemental Mortgage and Deed of Trust, dated
as of April 1, 1947, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of April 1, 1948, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of October 1, 1951, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
January 1, 1953, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of April 1, 1954, a Supplemental Mortgage and Deed
of Trust, dated as of February 1, 1955, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of September 1, 1955, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
November 1, 1956, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of November 1, 1957, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of April 1, 1959, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1965, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of January 1, 1966, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1967, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1968, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1969, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of December 1, 1969, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of December 1,
1970, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1971, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of October 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1972, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1972, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1973, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1974, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1974, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of November 1, 1975, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1976, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1976, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of April 1, 1977, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1978, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of September 1, 1979, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of March 1, 1981, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1981, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1982, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1983, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 1,
1983, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1988, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of August 1, 1990, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1991, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of February 1, 1992, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1992, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1992, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1993 and an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of August 1,
1993 (which Mortgage and Deed of Trust, as amended and supplemented
by said Indentures Supplemental to Mortgage and Deed of Trust, is
hereinafter called the Original Indenture), to the Trustee for the
security of all bonds of the Company outstanding thereunder, and by
said Original Indenture has 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 April 13, 1988, pursuant to Section 106A 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 42 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 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, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture, bonds of currently
outstanding series entitled and designated as hereinafter set
forth, in the respective aggregate principal amounts indicated:
Principal
Series Amount
First Mortgage Bonds, 5% Series due 1996 $ 50,000,000
First Mortgage Bonds, 6-1/2% Series due 1997 50,000,000
First Mortgage Bonds, 6-3/4% Series due 1998 60,000,000
First Mortgage Bonds, 7-3/4% Series due 1999 70,000,000
First Mortgage Bonds, 7-5/8% Series due 2002 25,000,000
First Mortgage Bonds, 7-3/4% Series due 2002 25,000,000
First Mortgage Bonds, 8-3/8% Series due 2003 40,000,000
First Mortgage Bonds, 9% Series due 2007 40,000,000
First Mortgage Bonds, 9-7/8% Series due 2020 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 9.625% Series due June 1, 2021 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.10% Series due February 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.80% Series due February 10, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.25% Series due March 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.75% Series due June 1, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.75% Series due April 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.75% Series due April 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.875% Series due June 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.85% Series due June 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.55% Series due October 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.375% Series due October 1, 2023 40,000,000
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, 6.00% Series due November 1, 2003"
(hereinafter sometimes referred to as the "bonds of the 48th
Series"); and
Whereas, each of the bonds of the 48th 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, 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, 7.10% Series due November 1, 2023"
(hereinafter sometimes referred to as the "bonds of the 49th
Series"); and
Whereas, each of the bonds of the 49th Series is to be
substantially in the form set forth in Schedule II to 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 a
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 Ohio Power Company, in consideration of the premises and
of the purchase and acceptance of the bonds by the holders thereof
and of the sum of One Dollar ($1) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, receipt whereof is hereby
acknowledged, and in order to secure the payment both of 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 bargained,
granted, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
doth bargain, grant, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Chemical Bank, as
Trustee, and to its successor or successors in said trust, and to
its and their assigns forever, all of the property and interests in
property, including all the electric generating plants of the
Company, all the electric transmission lines of the Company and
related equipment, all electric distribution systems and related
equipment, all electric substations, switching stations and sites,
all office buildings, service buildings, garages, and related
facilities, all facilities for the handling and storage of fuel
including coal handling and related facilities, and all other real
property of the Company and all interests therein of every nature
and description (except such property as is hereinafter expressly
excepted from the lien and operation of this Fourth 1993
Supplemental Indenture) constructed or otherwise acquired by the
Company and not heretofore described in the Original Indenture and
not heretofore released from the lien of the Original Indenture,
together with all and singular tenements, hereditaments and
appurtenances, whatsoever belonging or in any wise appertaining to
the aforesaid property or a part thereof; and the reversion and
reversions, remainder and remainders, and (subject to the
provisions of Section 57 of the Original Indenture) the incomes,
rents, issues and profits thereof, and of every part and parcel
thereof; and all of the estate, right, title, interest, property,
claim and demand of every nature and kind whatsoever of the Company
at law, in equity or otherwise howsoever, of, in and to the same
and every part and parcel thereof.
Also, the Company's interest in any other property, real,
personal and mixed (except such property as is hereinafter
expressly excepted from the lien and operation of this Fourth 1993
Supplemental Indenture) of whatsoever kind and character and all
appurtenances thereto, including (but without limiting the
generality of the foregoing) all and singular its corporate,
municipal and other franchises, permits, ordinances, consents,
privileges, immunities and licenses of every kind, description and
character.
It is hereby agreed by the Company that all the property,
rights and franchises acquired by the Company after the date hereof
(except any hereinafter expressly excepted) shall be as fully
embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and were specifically
described herein and conveyed hereby.
Provided that the following are not and are not intended to be
bargained, granted, 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 and obligations (including bonds,
notes and other securities) not hereinafter or in the Original
Indenture specifically pledged, or deposited or delivered hereunder
or thereunder, or hereinafter or therein covenanted so to be;
(2) any goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company; (3) all judgments, accounts and choses in action, the
proceeds of which the Company is not obligated as hereinafter
provided or as provided in the Original Indenture to deposit with
the Trustee hereunder or thereunder, and all contracts, leases and
operating agreements not hereinafter specifically pledged, or
deposited or delivered hereunder or under the Original Indenture,
or hereinafter or in the Original Indenture covenanted so to be;
and (4) all electric energy and other material or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
provided, however, that the property and rights expressly excepted
from the lien and operation of the Original Indenture and 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 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 XII of the Original
Indenture, by reason of the occurrence of a completed default, as
defined in said Article XII.
To have and to hold all such properties, real, personal and
mixed, bargained, granted, 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", in so far as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts in the
Original Indenture and in this Fourth 1993 Supplemental Indenture
set forth, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, 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, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this Fourth 1993 Supplemental Indenture.
And this 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 20UU, a new Section 20VV, as
follows:
Section 20VV. The Company hereby creates a forty-eighth
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, 6.00% Series due
November 1, 2003" (herein called bonds of the 48th Series).
The form of the bonds of the 48th Series shall be
substantially as set forth in Schedule I to the Fourth 1993
Supplemental Indenture.
Bonds of the 48th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 48th 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 each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, 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
April and October of each year (commencing April 1, 1994) and
on their maturity date.
The person in whose name any bond of the 48th 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 48th 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 48th 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 48th Series shall be the registered
holders of such bonds of the 48th 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. Interest payable upon
redemption or maturity shall be payable to the person to whom
the principal is paid. The term "record date" as used in this
Section 20VV, and in the form of the bonds of the 48th Series,
with respect to any regular semi-annual interest payment date
(other than interest payable upon redemption) applicable to
the bonds of the 48th Series, shall mean the March 20 next
preceding an April 1 interest payment date or the September 20
next preceding an October 1 interest payment date, as the case
may be, or, if such March 20 or September 20 is not a Business
Day (as defined hereinbelow), the next preceding Business Day.
The term "Business Day" with respect to any bond of the 48th
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 48th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 48th 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 48th 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 48th 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 48th 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 (other than
interest payable upon redemption) and such interest payment
date shall not be entitled to the payment of the interest due
on such interest payment date 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 April 1 or October 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 48th 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 48th
Series.
The Bonds of the 48th Series are redeemable in accordance
with Article X of this Indenture and as further set forth in
the form of the bond contained in Schedule I to the Fourth
1993 Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of the bonds of the 48th Series for a period of
eleven days next preceding any selection of bonds of the 48th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 48th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 48th Series for a
period of eleven days next preceding any interest payment
date.
Registered bonds of the 48th 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
48th Series may be exchanged for a like aggregate principal
amount of registered bonds of the 48th 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 20VV, a new Section 20WW, as
follows:
Section 20WW. The Company hereby creates a forty-ninth
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, 7.10% Series due
November 1, 2023" (herein called bonds of the 49th Series).
The form of the bonds of the 49th Series shall be
substantially as set forth in Schedule II to the Fourth 1993
Supplemental Indenture.
Bonds of the 49th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 49th 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 each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, 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
April and October of each year (commencing April 1, 1994) and
on their maturity date.
The person in whose name any bond of the 49th 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 49th 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 49th 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 49th Series shall be the registered
holders of such bonds of the 49th 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. Interest payable upon
redemption or maturity shall be payable to the person to whom
the principal is paid. The term "record date" as used in this
Section 20WW, and in the form of the bonds of the 49th Series,
with respect to any regular semi-annual interest payment date
(other than interest payable upon redemption) applicable to
the bonds of the 49th Series, shall mean the March 20 next
preceding an April 1 interest payment date or the September 20
next preceding an October 1 interest payment date, as the case
may be, or, if such March 20 or September 20 is not a Business
Day (as defined hereinbelow), the next preceding Business Day.
The term "Business Day" with respect to any bond of the 49th
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 49th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 49th 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 49th 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 49th 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 49th 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 (other than
interest payable upon redemption) and such interest payment
date shall not be entitled to the payment of the interest due
on such interest payment date 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 April 1 or October 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 49th 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 49th
Series.
The Bonds of the 49th Series are redeemable in accordance
with Article X of this Indenture and as further set forth in
the form of the bond contained in Schedule II to the Fourth
1993 Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of the bonds of the 49th Series for a period of
eleven days next preceding any selection of bonds of the 49th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 49th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 49th Series for a
period of eleven days next preceding any interest payment
date.
Registered bonds of the 49th 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
49th Series may be exchanged for a like aggregate principal
amount of registered bonds of the 49th 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 thereto the following new Article IIIAAAA, to be added after
Article IIIAAZ of the Original Indenture:
ARTICLE IIIAAAA
Initial Issuance of Bonds of the 48th Series.
Section 21AAAA. 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, bonds of the 48th Series in an aggregate principal amount
not exceeding $25,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing or recording of the Fourth 1993
Supplemental Indenture except to the extent required by subdivision
(9) of Section 28 of this Indenture).
Section 4. The Original Indenture is hereby supplemented by
adding thereto the following new Article IIIAAAB, to be added after
Article IIIAAAA of the Original Indenture:
ARTICLE IIIAAAB
Initial Issuance of Bonds of the 49th Series.
Section 21AAAB. 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, bonds of the 49th Series in an aggregate principal amount
not exceeding $25,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing or recording of the Fourth 1993
Supplemental Indenture except to the extent required by subdivision
(9) of Section 28 of this Indenture).
Section 5. At any meeting of bondholders held as provided for
in Article XVIII of the Original Indenture at which holders of
bonds of the 48th Series or of the 49th Series are entitled to
vote, all holders of bonds of the 48th Series or of the 49th 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 48th Series or
of the 49th 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 48th Series or of
the 49th 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 48th Series or of the
49th Series at the meeting, shall be entitled to receive notice of
such meeting.
Section 6. 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 48th Series and the 49th
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 48th Series and the 49th Series.
Section 7. 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.
Section 8. 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, Ohio Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by 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 Chemical
Bank, 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, and its
corporate seal to be hereunto affixed and attested by a Trust
Officer. Executed and delivered in The City of New York, New York,
as of the day and year first above written.
Ohio Power Company
[Seal]
/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
Ohio Power Company in the presence of:
/s/ A. A. Pena
(A. A. Pena)
/s/ John M. Adams, Jr.
(John M. Adams, Jr.)
[Seal]
Chemical Bank
/s/ W. B. Dodge
(W. B. Dodge)
Vice President
Attest:
/s/ G. John Kirsch
(G. John Kirsch)
Trust Officer
Signed, sealed, acknowledged and delivered by
Chemical Bank in the presence of:
/s/ Bruce Zydel
(Bruce Zydel)
/s/ Philip G. Thorogood
(Philip G. Thorogood)
This instrument was prepared by JEFFREY D. CROSS,
1 Riverside Plaza, Columbus, Ohio 43215
State of Ohio }
County of Franklin, } ss:
On this 5th day of October, 1993, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and known
to me to be respectively an Assistant Treasurer and Assistant
Secretary of OHIO POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Assistant Treasurer and Assistant Secretary for and on behalf of
said corporation and that the same is their free act and deed as
such Assistant Treasurer and Assistant Secretary, respectively, and
the free and corporate act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 5th day of October, 1993.
[Notarial Seal]
/s/ Mary M. Soltesz
Mary M. Soltesz
Notary Public, State of Ohio
My Commission Expires July 13, 1994
State of New York }
County of New York, } ss:
Be it remembered, that on this 6th day of October, 1993,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, CHEMICAL BANK, one of the
corporations named in and which executed the foregoing instrument,
by W. B. Dodge, one of its Vice Presidents, and by G. John Kirsch,
one of its Trust Officers, to me known and known by me to be such
Vice President and Trust Officer, respectively, who severally duly
acknowledged the signing and sealing of the foregoing instrument to
be their free act and voluntary deed, and the free act and
voluntary deed of each of them as such Vice President and Trust
Officer, respectively, and the free act and voluntary deed of said
corporation, for the uses and purposes therein expressed and
mentioned.
My Commission expires August 31, 1994.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 6th day of October, 1993.
/s/ James M. Foley
James M. Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
State of New York }
County of New York, } ss:
I, James M. Foley, a Notary Public of, in and for the said
County of New York, do certify that W. B. Dodge, who signed the
writing above and hereto annexed bearing date as of the 1st day of
October, 1993, for CHEMICAL BANK, a corporation, has this day in my
said County before me acknowledged the said writing to be the act
and deed of said corporation.
Given under my hand and official notarial seal this 6th day of
October, 1993.
My Commission expires August 31, 1994.
/s/ James M. Foley
James M. Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
SCHEDULE I
OHIO POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.00%
SERIES DUE NOVEMBER 1, 2003
Bond No.
Original Issue Date: October 13, 1993
Principal Amount:
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates: March 20 and September 20
CUSIP No: 67741M AM6
OHIO POWER COMPANY, a corporation of the State of Ohio
(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
holder 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 April 1 and October 1 of each year
(commencing April 1, 1994) 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 in so far 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 October 1, 1938, executed by the Company to
CENTRAL HANOVER BANK AND TRUST COMPANY (now CHEMICAL BANK), as
Trustee, 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 holder 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, 6.00% Series due November 1, 2003" (herein called
"bonds of the 48th Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of October 1, 1993 (the "Fourth
1993 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any April 1 or October 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 March 20
or September 20, as the case may be, next preceding such interest
payment date, or, if such March 20 or September 20 is not a
Business Day (as hereinbelow defined), the next preceding Business
Day. Interest payable upon redemption or maturity shall be payable
to the person to whom the principal is paid. 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 48th Series are authorized or
required by law, regulation or executive order to remain closed.
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 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.
The Company shall not be required to make transfers or
exchanges of bonds of the 48th Series for a period of eleven days
next preceding any interest payment date, or next preceding any
selection of bonds of the 48th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any
bonds of the 48th Series designated for redemption in whole or in
part.
Any or all of the bonds of the 48th Series may be
redeemed by the Company on or after November 1, 1998, at its
option, or by the operation of various provisions of the Mortgage,
in whole at any time or in part from time to time upon not less
than 30 but not more than 90 days' previous notice given by mail to
the registered holders 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 provisions contained in Part II and/or Part II(a) of
Section 20 of the Mortgage and otherwise than by use of proceeds of
released property or the proceeds of insurance, 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
provisions contained in Part II and/or Part II(a) of Section 20 of
the Mortgage or by the use of proceeds of released property or the
proceeds of insurance, 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.
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 CHEMICAL BANK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Ohio 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 to be impressed or imprinted hereon and attested by
the signature of its Secretary or one of its Assistant Secretaries.
Dated: OHIO 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.
CHEMICAL BANK, as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.00% SERIES DUE NOVEMBER 1, 2003
(If redeemed during the
twelve months beginning Regular
November 1) Redemption
Year Price
1998 101.72%
1999 100.86
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
OHIO POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.10%
SERIES DUE NOVEMBER 1, 2023
Bond No.
Original Issue Date: October 13, 1993
Principal Amount:
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates: March 20 and September 20
CUSIP No: 67741M AN4
OHIO POWER COMPANY, a corporation of the State of Ohio
(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
holder 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 April 1 and October 1 of each year
(commencing April 1, 1994) 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 in so far 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 October 1, 1938, executed by the Company to
CENTRAL HANOVER BANK AND TRUST COMPANY (now CHEMICAL BANK), as
Trustee, 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 holder 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, 7.10% Series due November 1, 2023" (herein called
"bonds of the 49th Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of October 1, 1993 (the "Fourth
1993 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any April 1 or October 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 March 20
or September 20, as the case may be, next preceding such interest
payment date, or, if such March 20 or September 20 is not a
Business Day (as hereinbelow defined), the next preceding Business
Day. Interest payable upon redemption or maturity shall be payable
to the person to whom the principal is paid. 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 49th Series are authorized or
required by law, regulation or executive order to remain closed.
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 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.
The Company shall not be required to make transfers or
exchanges of bonds of the 49th Series for a period of eleven days
next preceding any interest payment date, or next preceding any
selection of bonds of the 49th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any
bonds of the 49th Series designated for redemption in whole or in
part.
Any or all of the bonds of the 49th Series may be
redeemed by the Company on or after November 1, 2003, at its
option, or by the operation of various provisions of the Mortgage,
in whole at any time or in part from time to time upon not less
than 30 but not more than 90 days' previous notice given by mail to
the registered holders 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 provisions contained in Part II and/or Part II(a) of
Section 20 of the Mortgage and otherwise than by use of proceeds of
released property or the proceeds of insurance, 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
provisions contained in Part II and/or Part II(a) of Section 20 of
the Mortgage or by the use of proceeds of released property or the
proceeds of insurance, 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.
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 CHEMICAL BANK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Ohio 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 to be impressed or imprinted hereon and attested by
the signature of its Secretary or one of its Assistant Secretaries.
Dated: OHIO 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.
CHEMICAL BANK, as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.10% SERIES DUE NOVEMBER 1, 2023
(If redeemed during the
twelve months beginning Regular
November 1) Redemption
Year Price
2003 103.55%
2004 103.20
2005 102.84
2006 102.49
2007 102.13
2008 101.78
2009 101.42
2010 101.07
2011 100.71
2012 100.36
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 October 1, 1938)
Executed by
OHIO POWER COMPANY
TO
CHEMICAL BANK,
As Trustee
Dated as of November 1, 1993
$50,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.15% Series due December 1, 2003
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
Execution of Original Indenture 1
Termination of Individual Trustee 2
Acquisition of property rights and property 2
Provision for issuance of bonds in one or more series 3
Issuance of First Mortgage Bonds 3
Creation of new First Mortgage Bonds of the 50th Series 4
Compliance with legal requirements 4
Granting Clauses 4
Appurtenances, etc. 5
Habendum 6
Grant in Trust 6
Sec. 1. Supplement to Original Indenture by addition 7
of new Section 20XX thereto
Sec. 2. Supplement to Original Indenture by addition 10
of new Article IIIAAAC thereto
Sec. 3. Provision for record date for meetings of 10
bondholders
Sec. 4. Original Indenture and the Fifth 1993
Supplemental Indenture same instrument 10
Sec. 5. Limitation of rights 10
Sec. 6. Execution of Counterparts 11
Testimonium 11
Signatures and Seals 11
Acknowledgments 13
Schedule I I-1
SUPPLEMENTAL INDENTURE, dated as of the 1st day of November,
1993, made and entered into by and between Ohio Power Company, a
corporation of the State of Ohio, the corporate title of which was,
prior to July 16, 1954, The Ohio Power Company (hereinafter
sometimes called the Company), party of the first part, and
Chemical Bank, a corporation of the State of New York having its
principal office in the County of New York, State of New York,
successor by merger to Manufacturers Hanover Trust Company,
successor by merger to The Hanover Bank, the corporate title of
which was, prior to June 30, 1951, Central Hanover Bank and Trust
Company (hereinafter sometimes called the Corporate Trustee or
Trustee), as Trustee, party of the second part;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of October 1, 1938, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
April 1, 1941, a Supplemental Mortgage and Deed of Trust, dated as
of April 1, 1944, a Supplemental Mortgage and Deed of Trust, dated
as of April 1, 1947, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of April 1, 1948, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of October 1, 1951, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
January 1, 1953, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of April 1, 1954, a Supplemental Mortgage and Deed
of Trust, dated as of February 1, 1955, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of September 1, 1955, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
November 1, 1956, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of November 1, 1957, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of April 1, 1959, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1965, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of January 1, 1966, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1967, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1968, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1969, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of December 1, 1969, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of December 1,
1970, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1971, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of October 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1972, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1972, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1973, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1974, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1974, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of November 1, 1975, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1976, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1976, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of April 1, 1977, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1978, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of September 1, 1979, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of March 1, 1981, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1981, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1982, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1983, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 1,
1983, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1988, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of August 1, 1990, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1991, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of February 1, 1992, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1992, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1992, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1993, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of August 1,
1993 and an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1993 (which Mortgage and Deed of Trust, as
amended and supplemented by said Indentures Supplemental to
Mortgage and Deed of Trust, is hereinafter called the Original
Indenture), to the Trustee for the security of all bonds of the
Company outstanding thereunder, and by said Original Indenture has
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 April 13, 1988, pursuant to Section 106A 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 42 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 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, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture, bonds of currently
outstanding series entitled and designated as hereinafter set
forth, in the respective aggregate principal amounts indicated:
Principal
Series Amount
First Mortgage Bonds, 5% Series due 1996 $ 50,000,000
First Mortgage Bonds, 6-1/2% Series due 1997 50,000,000
First Mortgage Bonds, 6-3/4% Series due 1998 60,000,000
First Mortgage Bonds, 7-3/4% Series due 1999 70,000,000
First Mortgage Bonds, 7-5/8% Series due 2002 25,000,000
First Mortgage Bonds, 7-3/4% Series due 2002 25,000,000
First Mortgage Bonds, 8-3/8% Series due 2003 40,000,000
First Mortgage Bonds, 9-7/8% Series due 2020 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 9.625% Series due June 1, 2021 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.10% Series due February 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.80% Series due February 10, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.25% Series due March 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.75% Series due June 1, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.75% Series due April 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.75% Series due April 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.875% Series due June 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.85% Series due June 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.55% Series due October 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.375% Series due October 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.00% Series due November 1, 2003 25,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.10% Series due November 1, 2023 25,000,000
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, 6.15% Series due December 1, 2003"
(hereinafter sometimes referred to as the "bonds of the 50th
Series"); and
Whereas, each of the bonds of the 50th Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Fifth 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 a
supplemental indenture, in the form hereof, for the purposes herein
provided; and
Whereas, all conditions and requirements necessary to make
this Fifth 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 Ohio Power Company, in consideration of the premises and
of the purchase and acceptance of the bonds by the holders thereof
and of the sum of One Dollar ($1) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, receipt whereof is hereby
acknowledged, and in order to secure the payment both of 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 Fifth 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Fifth 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 bargained,
granted, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
doth bargain, grant, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Chemical Bank, as
Trustee, and to its successor or successors in said trust, and to
its and their assigns forever, all of the property and interests in
property, including all the electric generating plants of the
Company, all the electric transmission lines of the Company and
related equipment, all electric distribution systems and related
equipment, all electric substations, switching stations and sites,
all office buildings, service buildings, garages, and related
facilities, all facilities for the handling and storage of fuel
including coal handling and related facilities, and all other real
property of the Company and all interests therein of every nature
and description (except such property as is hereinafter expressly
excepted from the lien and operation of this Fifth 1993
Supplemental Indenture) constructed or otherwise acquired by the
Company and not heretofore described in the Original Indenture and
not heretofore released from the lien of the Original Indenture,
together with all and singular tenements, hereditaments and
appurtenances, whatsoever belonging or in any wise appertaining to
the aforesaid property or a part thereof; and the reversion and
reversions, remainder and remainders, and (subject to the
provisions of Section 57 of the Original Indenture) the incomes,
rents, issues and profits thereof, and of every part and parcel
thereof; and all of the estate, right, title, interest, property,
claim and demand of every nature and kind whatsoever of the Company
at law, in equity or otherwise howsoever, of, in and to the same
and every part and parcel thereof.
Also, the Company's interest in any other property, real,
personal and mixed (except such property as is hereinafter
expressly excepted from the lien and operation of this Fifth 1993
Supplemental Indenture) of whatsoever kind and character and all
appurtenances thereto, including (but without limiting the
generality of the foregoing) all and singular its corporate,
municipal and other franchises, permits, ordinances, consents,
privileges, immunities and licenses of every kind, description and
character.
It is hereby agreed by the Company that all the property,
rights and franchises acquired by the Company after the date hereof
(except any hereinafter expressly excepted) shall be as fully
embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and were specifically
described herein and conveyed hereby.
Provided that the following are not and are not intended to be
bargained, granted, 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 Fifth 1993 Supplemental Indenture,
viz.: (1) cash, shares of stock and obligations (including bonds,
notes and other securities) not hereinafter or in the Original
Indenture specifically pledged, or deposited or delivered hereunder
or thereunder, or hereinafter or therein covenanted so to be;
(2) any goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company; (3) all judgments, accounts and choses in action, the
proceeds of which the Company is not obligated as hereinafter
provided or as provided in the Original Indenture to deposit with
the Trustee hereunder or thereunder, and all contracts, leases and
operating agreements not hereinafter specifically pledged, or
deposited or delivered hereunder or under the Original Indenture,
or hereinafter or in the Original Indenture covenanted so to be;
and (4) all electric energy and other material or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
provided, however, that the property and rights expressly excepted
from the lien and operation of the Original Indenture and this
Fifth 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 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 XII of the Original Indenture, by
reason of the occurrence of a completed default, as defined in said
Article XII.
To have and to hold all such properties, real, personal and
mixed, bargained, granted, 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", in so far as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts in the
Original Indenture and in this Fifth 1993 Supplemental Indenture
set forth, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, or any of them, in accordance with the terms of
the Original Indenture and of this Fifth 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, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this Fifth 1993 Supplemental Indenture.
And this 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 20WW, a new Section 20XX, as
follows:
Section 20XX. The Company hereby creates a fiftieth
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, 6.15% Series due
December 1, 2003" (herein called bonds of the 50th Series).
The form of the bonds of the 50th Series shall be
substantially as set forth in Schedule I to the Fifth 1993
Supplemental Indenture.
Bonds of the 50th Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 50th 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 each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, 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
April and October of each year (commencing April 1, 1994) and
on their maturity date.
The person in whose name any bond of the 50th 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 50th 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 50th 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 50th Series shall be the registered
holders of such bonds of the 50th 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. Interest payable upon
redemption or maturity shall be payable to the person to whom
the principal is paid. The term "record date" as used in this
Section 20XX, and in the form of the bonds of the 50th Series,
with respect to any regular semi-annual interest payment date
(other than interest payable upon redemption) applicable to
the bonds of the 50th Series, shall mean the March 20 next
preceding an April 1 interest payment date or the September 20
next preceding an October 1 interest payment date, as the case
may be, or, if such March 20 or September 20 is not a Business
Day (as defined hereinbelow), the next preceding Business Day.
The term "Business Day" with respect to any bond of the 50th
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 50th Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 50th 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 50th 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 50th 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 50th 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 (other than
interest payable upon redemption) and such interest payment
date shall not be entitled to the payment of the interest due
on such interest payment date 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 April 1 or October 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 50th 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 50th
Series.
The Bonds of the 50th Series are redeemable in accordance
with Article X of this Indenture and as further set forth in
the form of the bond contained in Schedule I to the Fifth 1993
Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of the bonds of the 50th Series for a period of
eleven days next preceding any selection of bonds of the 50th
Series to be redeemed or to make transfers or exchanges of any
bonds of the 50th Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 50th Series for a
period of eleven days next preceding any interest payment
date.
Registered bonds of the 50th 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
50th Series may be exchanged for a like aggregate principal
amount of registered bonds of the 50th 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 thereto the following new Article IIIAAAC, to be added after
Article IIIAAAB of the Original Indenture:
ARTICLE IIIAAAC
Initial Issuance of Bonds of the 50th Series.
Section 21AAAC. 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, bonds of the 50th Series in an aggregate principal amount
not exceeding $50,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing or recording of the Fifth 1993
Supplemental Indenture except to the extent required by subdivision
(9) of Section 28 of this Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XVIII of the Original Indenture at which holders of
bonds of the 50th Series are entitled to vote, all holders of bonds
of the 50th 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
50th 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 50th 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 50th Series at the meeting, shall be entitled to
receive notice of such meeting.
Section 4. As supplemented by this Fifth 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Fifth 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 50th Series are the
original debt secured by this Fifth 1993 Supplemental Indenture and
the Original Indenture, and this Fifth 1993 Supplemental Indenture
and the Original Indenture shall be, and be deemed to be, the
original lien instrument securing the bonds of the 50th Series.
Section 5. Nothing in this Fifth 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 Fifth 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 Fifth 1993
Supplemental Indenture.
Section 6. This Fifth 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, Ohio Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by 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 Chemical
Bank, 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, and its
corporate seal to be hereunto affixed and attested by a Trust
Officer. Executed and delivered in The City of New York, New York,
as of the day and year first above written.
Ohio Power Company
[Seal]
/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
Ohio Power Company in the presence of:
/s/ A. A. Pena
(A. A. Pena)
/s/ John M. Adams, Jr.
(John M. Adams, Jr.)
[Seal]
Chemical Bank
/s/ W. B. Dodge
(W. B. Dodge)
Vice President
Attest:
/s/ Andrew M. Deck
(Andrew M. Deck)
Trust Officer
Signed, sealed, acknowledged and delivered by
Chemical Bank in the presence of:
/s/ Bruce Zydel
(Bruce Zydel)
/s/ Philip G. Thorogood
(Philip G. Thorogood)
This instrument was prepared by JEFFREY D. CROSS,
1 Riverside Plaza, Columbus, Ohio 43215
State of New York }
County of New York } ss:
On this 3rd day of November, 1993, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and known
to me to be respectively an Assistant Treasurer and Assistant
Secretary of OHIO POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Assistant Treasurer and Assistant Secretary for and on behalf of
said corporation and that the same is their free act and deed as
such Assistant Treasurer and Assistant Secretary, respectively, and
the free and corporate act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 3rd day of November, 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]
State of New York }
County of New York, } ss:
Be it remembered, that on this 4th day of November, 1993,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, CHEMICAL BANK, one of the
corporations named in and which executed the foregoing instrument,
by W. B. Dodge, one of its Vice Presidents, and by Andrew M. Deck,
one of its Trust Officers, to me known and known by me to be such
Vice President and Trust Officer, respectively, who severally duly
acknowledged the signing and sealing of the foregoing instrument to
be their free act and voluntary deed, and the free act and
voluntary deed of each of them as such Vice President and Trust
Officer, respectively, and the free act and voluntary deed of said
corporation, for the uses and purposes therein expressed and
mentioned.
My Commission expires August 31, 1994.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 4th day of November, 1993.
/s/ James Foley
James Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
State of New York }
County of New York, } ss:
I, James Foley, a Notary Public of, in and for the said County
of New York, do certify that W. B. Dodge, who signed the writing
above and hereto annexed bearing date as of the 1st day of
November, 1993, for CHEMICAL BANK, a corporation, has this day in
my said County before me acknowledged the said writing to be the
act and deed of said corporation.
Given under my hand and official notarial seal this 4th day of
November, 1993.
My Commission expires August 31, 1994.
/s/ James Foley
James Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
SCHEDULE I
OHIO POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.15%
SERIES DUE DECEMBER 1, 2003
Bond No.
Original Issue Date: November 10, 1993
Principal Amount:
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates: March 20 and September 20
CUSIP No: 67741M AP9
OHIO POWER COMPANY, a corporation of the State of Ohio
(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
holder 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 April 1 and October 1 of each year
(commencing April 1, 1994) 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 in so far 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 October 1, 1938, executed by the Company to
CENTRAL HANOVER BANK AND TRUST COMPANY (now CHEMICAL BANK), as
Trustee, 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 holder 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, 6.15% Series due December 1, 2003" (herein called
"bonds of the 50th Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of November 1, 1993 (the "Fifth
1993 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any April 1 or October 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Fifth 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 March 20
or September 20, as the case may be, next preceding such interest
payment date, or, if such March 20 or September 20 is not a
Business Day (as hereinbelow defined), the next preceding Business
Day. Interest payable upon redemption or maturity shall be payable
to the person to whom the principal is paid. 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 50th Series are authorized or
required by law, regulation or executive order to remain closed.
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 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.
The Company shall not be required to make transfers or
exchanges of bonds of the 50th Series for a period of eleven days
next preceding any interest payment date, or next preceding any
selection of bonds of the 50th Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any
bonds of the 50th Series designated for redemption in whole or in
part.
Any or all of the bonds of the 50th Series may be
redeemed by the Company on or after December 1, 1998, at its
option, or by the operation of various provisions of the Mortgage,
in whole at any time or in part from time to time upon not less
than 30 but not more than 90 days' previous notice given by mail to
the registered holders 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 provisions contained in Part II and/or Part II(a) of
Section 20 of the Mortgage and otherwise than by use of proceeds of
released property or the proceeds of insurance, 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
provisions contained in Part II and/or Part II(a) of Section 20 of
the Mortgage or by the use of proceeds of released property or the
proceeds of insurance, 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.
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 CHEMICAL BANK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Ohio 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 to be impressed or imprinted hereon and attested by
the signature of its Secretary or one of its Assistant Secretaries.
Dated: OHIO 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.
CHEMICAL BANK, as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.15% SERIES DUE DECEMBER 1, 2003
(If redeemed during the
twelve months beginning Regular
December 1) Redemption
Year Price
1998 101.76%
1999 100.88
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.
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of October 1, 1938)
Executed by
OHIO POWER COMPANY
TO
CHEMICAL BANK,
As Trustee
Dated as of December 1, 1993
$25,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.30% Series due April 1, 2024
TABLE OF CONTENTS
Page
Parties 1
Recitals 1
Execution of Original Indenture 1
Termination of Individual Trustee 2
Acquisition of property rights and property 2
Provision for issuance of bonds in one or more series 3
Issuance of First Mortgage Bonds 3
Creation of new First Mortgage Bonds of the 51st Series 4
Compliance with legal requirements 4
Granting Clauses 4
Appurtenances, etc. 5
Habendum 6
Grant in Trust 6
Sec. 1. Supplement to Original Indenture by addition 7
of new Section 20YY thereto
Sec. 2. Supplement to Original Indenture by addition 10
of new Article IIIAAAD thereto
Sec. 3. Provision for record date for meetings of 10
bondholders
Sec. 4. Original Indenture and the Sixth 1993
Supplemental Indenture same instrument 10
Sec. 5. Limitation of rights 10
Sec. 6. Execution of Counterparts 11
Testimonium 11
Signatures and Seals 11
Acknowledgments 13
Schedule I I-1
SUPPLEMENTAL INDENTURE, dated as of the 1st day of December,
1993, made and entered into by and between Ohio Power Company, a
corporation of the State of Ohio, the corporate title of which was,
prior to July 16, 1954, The Ohio Power Company (hereinafter
sometimes called the Company), party of the first part, and
Chemical Bank, a corporation of the State of New York having its
principal office in the County of New York, State of New York,
successor by merger to Manufacturers Hanover Trust Company,
successor by merger to The Hanover Bank, the corporate title of
which was, prior to June 30, 1951, Central Hanover Bank and Trust
Company (hereinafter sometimes called the Corporate Trustee or
Trustee), as Trustee, party of the second part;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of October 1, 1938, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
April 1, 1941, a Supplemental Mortgage and Deed of Trust, dated as
of April 1, 1944, a Supplemental Mortgage and Deed of Trust, dated
as of April 1, 1947, an Indenture Supplemental to Mortgage and Deed
of Trust, dated as of April 1, 1948, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of October 1, 1951, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
January 1, 1953, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of April 1, 1954, a Supplemental Mortgage and Deed
of Trust, dated as of February 1, 1955, an Indenture Supplemental
to Mortgage and Deed of Trust, dated as of September 1, 1955, an
Indenture Supplemental to Mortgage and Deed of Trust, dated as of
November 1, 1956, an Indenture Supplemental to Mortgage and Deed of
Trust, dated as of November 1, 1957, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of April 1, 1959, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1965, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of January 1, 1966, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1967, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1968, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1969, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of December 1, 1969, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of December 1,
1970, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of April 1, 1971, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of October 1, 1971, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of April 1,
1972, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1972, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of August 1, 1973, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1974, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1974, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of November 1, 1975, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of May 1,
1976, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of November 1, 1976, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of April 1, 1977, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of March 1,
1978, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of September 1, 1979, an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of March 1, 1981, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of October 1,
1981, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1982, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1983, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of July 1,
1983, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of June 1, 1988, an Indenture Supplemental to Mortgage and
Deed of Trust, dated as of August 1, 1990, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1991, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of February 1, 1992, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of March 1, 1992, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of June 1,
1992, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of March 1, 1993, an Indenture Supplemental to Mortgage
and Deed of Trust, dated as of June 1, 1993, an Indenture
Supplemental to Mortgage and Deed of Trust, dated as of August 1,
1993, an Indenture Supplemental to Mortgage and Deed of Trust,
dated as of October 1, 1993 and an Indenture Supplemental to
Mortgage and Deed of Trust, dated as of November 1, 1993 (which
Mortgage and Deed of Trust, as amended and supplemented by said
Indentures Supplemental to Mortgage and Deed of Trust, is
hereinafter called the Original Indenture), to the Trustee for the
security of all bonds of the Company outstanding thereunder, and by
said Original Indenture has 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 April 13, 1988, pursuant to Section 106A 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 42 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 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, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture, bonds of currently
outstanding series entitled and designated as hereinafter set
forth, in the respective aggregate principal amounts indicated:
Principal
Series Amount
First Mortgage Bonds, 5% Series due 1996 $ 50,000,000
First Mortgage Bonds, 6-1/2% Series due 1997 50,000,000
First Mortgage Bonds, 6-3/4% Series due 1998 60,000,000
First Mortgage Bonds, 7-5/8% Series due 2002 25,000,000
First Mortgage Bonds, 7-3/4% Series due 2002 25,000,000
First Mortgage Bonds, 9-7/8% Series due 2020 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 9.625% Series due June 1, 2021 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.10% Series due February 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.80% Series due February 10, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.25% Series due March 15, 2002 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 8.75% Series due June 1, 2022 50,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.75% Series due April 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.75% Series due April 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.875% Series due June 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.85% Series due June 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.55% Series due October 1, 2003 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.375% Series due October 1, 2023 40,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.00% Series due November 1, 2003 25,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.10% Series due November 1, 2023 25,000,000
First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.15% Series due December 1, 2003 50,000,000
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, 7.30% Series due April 1, 2024"
(hereinafter sometimes referred to as the "bonds of the 51st
Series"); and
Whereas, each of the bonds of the 51st Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Sixth 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 a
supplemental indenture, in the form hereof, for the purposes herein
provided; and
Whereas, all conditions and requirements necessary to make
this Sixth 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 Ohio Power Company, in consideration of the premises and
of the purchase and acceptance of the bonds by the holders thereof
and of the sum of One Dollar ($1) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, receipt whereof is hereby
acknowledged, and in order to secure the payment both of 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 Sixth 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Sixth 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 bargained,
granted, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
doth bargain, grant, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Chemical Bank, as
Trustee, and to its successor or successors in said trust, and to
its and their assigns forever, all of the property and interests in
property, including all the electric generating plants of the
Company, all the electric transmission lines of the Company and
related equipment, all electric distribution systems and related
equipment, all electric substations, switching stations and sites,
all office buildings, service buildings, garages, and related
facilities, all facilities for the handling and storage of fuel
including coal handling and related facilities, and all other real
property of the Company and all interests therein of every nature
and description (except such property as is hereinafter expressly
excepted from the lien and operation of this Sixth 1993
Supplemental Indenture) constructed or otherwise acquired by the
Company and not heretofore described in the Original Indenture and
not heretofore released from the lien of the Original Indenture,
together with all and singular tenements, hereditaments and
appurtenances, whatsoever belonging or in any wise appertaining to
the aforesaid property or a part thereof; and the reversion and
reversions, remainder and remainders, and (subject to the
provisions of Section 57 of the Original Indenture) the incomes,
rents, issues and profits thereof, and of every part and parcel
thereof; and all of the estate, right, title, interest, property,
claim and demand of every nature and kind whatsoever of the Company
at law, in equity or otherwise howsoever, of, in and to the same
and every part and parcel thereof.
Also, the Company's interest in any other property, real,
personal and mixed (except such property as is hereinafter
expressly excepted from the lien and operation of this Sixth 1993
Supplemental Indenture) of whatsoever kind and character and all
appurtenances thereto, including (but without limiting the
generality of the foregoing) all and singular its corporate,
municipal and other franchises, permits, ordinances, consents,
privileges, immunities and licenses of every kind, description and
character.
It is hereby agreed by the Company that all the property,
rights and franchises acquired by the Company after the date hereof
(except any hereinafter expressly excepted) shall be as fully
embraced within the lien hereof as if such property, rights and
franchises were now owned by the Company and were specifically
described herein and conveyed hereby.
Provided that the following are not and are not intended to be
bargained, granted, 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 Sixth 1993 Supplemental Indenture,
viz.: (1) cash, shares of stock and obligations (including bonds,
notes and other securities) not hereinafter or in the Original
Indenture specifically pledged, or deposited or delivered hereunder
or thereunder, or hereinafter or therein covenanted so to be;
(2) any goods, wares, merchandise, equipment, materials or supplies
acquired for the purpose of sale or resale in the usual course of
business or for consumption in the operation of any properties of
the Company; (3) all judgments, accounts and choses in action, the
proceeds of which the Company is not obligated as hereinafter
provided or as provided in the Original Indenture to deposit with
the Trustee hereunder or thereunder, and all contracts, leases and
operating agreements not hereinafter specifically pledged, or
deposited or delivered hereunder or under the Original Indenture,
or hereinafter or in the Original Indenture covenanted so to be;
and (4) all electric energy and other material or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
provided, however, that the property and rights expressly excepted
from the lien and operation of the Original Indenture and this
Sixth 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 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 XII of the Original Indenture, by
reason of the occurrence of a completed default, as defined in said
Article XII.
To have and to hold all such properties, real, personal and
mixed, bargained, granted, 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", in so far as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts in the
Original Indenture and in this Sixth 1993 Supplemental Indenture
set forth, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued hereunder and under the
Original Indenture, or any of them, in accordance with the terms of
the Original Indenture and of this Sixth 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, subject, however, to the conditions,
provisions and covenants set forth in the Original Indenture and in
this Sixth 1993 Supplemental Indenture.
And this 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 20XX, a new Section 20YY, as
follows:
Section 20YY. The Company hereby creates a fifty-first
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, 7.30% Series due April
1, 2024" (herein called bonds of the 51st Series). The form
of the bonds of the 51st Series shall be substantially as set
forth in Schedule I to the Sixth 1993 Supplemental Indenture.
Bonds of the 51st Series shall mature on the date
specified in their title. Unless otherwise determined by the
Company, the bonds of the 51st 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 each said bond to be payable at the
office or agency of the Company in the Borough of Manhattan,
The City of New York, in lawful money of the United States of
America, 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
April and October of each year (commencing April 1, 1994) and
on their maturity date.
The person in whose name any bond of the 51st 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 or maturity) shall be entitled to receive the
interest payable on such interest payment date notwithstanding
the cancellation of such bond of the 51st 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 51st 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 51st
Series shall be the registered holders of such bonds of the
51st 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. Interest payable upon redemption or maturity shall
be payable to the person to whom the principal is paid. The
term "record date" as used in this Section 20YY, and in the
form of the bonds of the 51st Series, with respect to any
regular semi-annual interest payment date (other than interest
payable upon redemption or maturity) applicable to the bonds
of the 51st Series, shall mean the March 20 next preceding an
April 1 interest payment date or the September 20 next
preceding an October 1 interest payment date, as the case may
be, or, if such March 20 or September 20 is not a Business Day
(as defined hereinbelow), the next preceding Business Day.
The term "Business Day" with respect to any bond of the 51st
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 51st Series are authorized or required by
law, regulation or executive order to remain closed.
Every registered bond of the 51st 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 51st 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 51st 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 51st 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 (other than
interest payable upon redemption or maturity) and such
interest payment date shall not be entitled to the payment of
the interest due on such interest payment date 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 April 1
or October 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 51st 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 51st
Series.
The Bonds of the 51st Series are redeemable in accordance
with Article X of this Indenture and as further set forth in
the form of the bond contained in Schedule I to the Sixth 1993
Supplemental Indenture.
The Company shall not be required to make transfers or
exchanges of the bonds of the 51st Series for a period of
eleven days next preceding any selection of bonds of the 51st
Series to be redeemed or to make transfers or exchanges of any
bonds of the 51st Series designated in whole or in part for
redemption. Notwithstanding the provisions of Section 12 of
this Indenture, the Company shall not be required to make
transfers or exchanges of bonds of the 51st Series for a
period of eleven days next preceding any interest payment
date.
Registered bonds of the 51st 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
51st Series may be exchanged for a like aggregate principal
amount of registered bonds of the 51st 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 thereto the following new Article IIIAAAD, to be added after
Article IIIAAAC of the Original Indenture:
ARTICLE IIIAAAD
Initial Issuance of Bonds of the 51st Series.
Section 21AAAD. 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, bonds of the 51st Series in an aggregate principal amount
not exceeding $25,000,000 shall forthwith be executed by the
Company and delivered to the Trustee and shall be authenticated by
the Trustee and delivered to or upon the order of the Company
(without awaiting the filing or recording of the Sixth 1993
Supplemental Indenture except to the extent required by subdivision
(9) of Section 28 of this Indenture).
Section 3. At any meeting of bondholders held as provided for
in Article XVIII of the Original Indenture at which holders of
bonds of the 51st Series are entitled to vote, all holders of bonds
of the 51st 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
51st 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 51st 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 51st Series at the meeting, shall be entitled to
receive notice of such meeting.
Section 4. As supplemented by this Sixth 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Sixth 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the 51st Series are the
original debt secured by this Sixth 1993 Supplemental Indenture and
the Original Indenture, and this Sixth 1993 Supplemental Indenture
and the Original Indenture shall be, and be deemed to be, the
original lien instrument securing the bonds of the 51st Series.
Section 5. Nothing in this Sixth 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 Sixth 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 Sixth 1993
Supplemental Indenture.
Section 6. This Sixth 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, Ohio Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by 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 Chemical
Bank, 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, and its
corporate seal to be hereunto affixed and attested by a Trust
Officer. Executed and delivered in The City of New York, New York,
as of the day and year first above written.
Ohio Power Company
[Seal]
/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
Ohio Power Company in the presence of:
/s/ A. A. Pena
(A. A. Pena)
/s/ John M. Adams, Jr.
(John M. Adams, Jr.)
[Seal]
Chemical Bank
/s/ W. B. Dodge
(W. B. Dodge)
Vice President
Attest:
/s/ Andrew M. Deck
(Andrew M. Deck)
Trust Officer
Signed, sealed, acknowledged and delivered by
Chemical Bank in the presence of:
/s/ Bruce Zydel
(Bruce Zydel)
/s/ Philip G. Thorogood
(Philip G. Thorogood)
This instrument was prepared by JEFFREY D. CROSS,
1 Riverside Plaza, Columbus, Ohio 43215
State of Ohio }
County of Franklin } ss:
On this 14th day of December, 1993, personally appeared before
me, a Notary Public within and for said County in the State
aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known and known
to me to be respectively an Assistant Treasurer and Assistant
Secretary of OHIO POWER COMPANY, one of the corporations named in
and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such
Assistant Treasurer and Assistant Secretary for and on behalf of
said corporation and that the same is their free act and deed as
such Assistant Treasurer and Assistant Secretary, respectively, and
the free and corporate act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 14th day of December, 1993.
/s/ Mary M. Soltesz
Mary M. Soltesz
Notary Public, State of Ohio
My Commission expires July 13, 1994
[SEAL]
State of New York }
County of New York, } ss:
Be it remembered, that on this 14th day of December, 1993,
personally appeared before me the undersigned, a Notary Public
within and for said County and State, CHEMICAL BANK, one of the
corporations named in and which executed the foregoing instrument,
by W. B. Dodge, one of its Vice Presidents, and by Andrew M. Deck,
one of its Trust Officers, to me known and known by me to be such
Vice President and Trust Officer, respectively, who severally duly
acknowledged the signing and sealing of the foregoing instrument to
be their free act and voluntary deed, and the free act and
voluntary deed of each of them as such Vice President and Trust
Officer, respectively, and the free act and voluntary deed of said
corporation, for the uses and purposes therein expressed and
mentioned.
My Commission expires August 31, 1994.
In Witness Whereof, I have hereunto set my hand and notarial
seal this 14th day of December, 1993.
/s/ James Foley
James Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
State of New York }
County of New York, } ss:
I, James Foley, a Notary Public of, in and for the said County
of New York, do certify that W. B. Dodge, who signed the writing
above and hereto annexed bearing date as of the 1st day of
December, 1993, for CHEMICAL BANK, a corporation, has this day in
my said County before me acknowledged the said writing to be the
act and deed of said corporation.
Given under my hand and official notarial seal this 14th day
of December, 1993.
My Commission expires August 31, 1994.
/s/ James Foley
James Foley
Notary Public, State of New York
No. 31-6348400
Qualified in New York County
[Seal]
SCHEDULE I
OHIO POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.30%
SERIES DUE APRIL 1, 2024
Bond No.
Original Issue Date: December 22, 1993
Principal Amount:
Semi-annual Interest Payment Dates: April 1 and October 1
Record Dates: March 20 and September 20
CUSIP No: 67741M AQ7
OHIO POWER COMPANY, a corporation of the State of Ohio
(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
holder 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 April 1 and October 1 of each year
(commencing April 1, 1994) 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 in so far 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 October 1, 1938, executed by the Company to
CENTRAL HANOVER BANK AND TRUST COMPANY (now CHEMICAL BANK), as
Trustee, 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 holder 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, 7.30% Series due April 1, 2024" (herein called "bonds
of the 51st Series") created by an Indenture Supplemental to
Mortgage and Deed of Trust dated as of December 1, 1993 (the "Sixth
1993 Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any April 1 or October 1 (other
than interest payable upon redemption or maturity) will, subject to
certain exceptions provided in said Sixth 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 March 20 or September 20, as the case may be, next preceding
such interest payment date, or, if such March 20 or September 20 is
not a Business Day (as hereinbelow defined), the next preceding
Business Day. Interest payable upon redemption or maturity shall
be payable to the person to whom the principal is paid. 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 51st Series are
authorized or required by law, regulation or executive order to
remain closed.
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 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.
The Company shall not be required to make transfers or
exchanges of bonds of the 51st Series for a period of eleven days
next preceding any interest payment date, or next preceding any
selection of bonds of the 51st Series to be redeemed, and the
Company shall not be required to make transfers or exchanges of any
bonds of the 51st Series designated for redemption in whole or in
part.
Any or all of the bonds of the 51st Series may be
redeemed by the Company on or after April 1, 2004, at its option,
or by the operation of various provisions of the Mortgage, in whole
at any time or in part from time to time upon not less than 30 but
not more than 90 days' previous notice given by mail to the
registered holders 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 provisions contained in Part II and/or Part II(a) of
Section 20 of the Mortgage and otherwise than by use of proceeds of
released property or the proceeds of insurance, 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
provisions contained in Part II and/or Part II(a) of Section 20 of
the Mortgage or by the use of proceeds of released property or the
proceeds of insurance, 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.
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 CHEMICAL BANK, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Ohio 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 to be impressed or imprinted hereon and attested by
the signature of its Secretary or one of its Assistant Secretaries.
Dated: OHIO 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.
CHEMICAL BANK, as Trustee,
By______________________________
Authorized Officer
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.30% SERIES DUE APRIL 1, 2024
(If redeemed during the
twelve months beginning Regular
April 1) Redemption
Year Price
2004 103.65%
2005 103.29
2006 102.92
2007 102.56
2008 102.19
2009 101.83
2010 101.46
2011 101.10
2012 100.73
2013 100.37
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
2023 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.