[CONFORMED COPY]
PENNSYLVANIA POWER COMPANY
to
CITIBANK, N.A.,
As Trustee
Thirty-seventh Supplemental
Indenture
Providing among other things for
FIRST MORTGAGE BONDS
6-5/8% Series of 1993 Due 2004
and
7-5/8% Series of 1993 Due 2023
Dated as of July 1, 1993
THIRTY-SEVENTH SUPPLEMENTAL INDENTURE, dated as of
July 1, 1993, made and entered into by and between PENNSYLVANIA
POWER COMPANY, a corporation organized and existing under the
laws of the Commonwealth of Pennsylvania, with its principal
place of business in New Castle, Lawrence County, Pennsylvania
(hereinafter sometimes referred to as the "Company") and
CITIBANK, N.A., a national banking association incorporated and
existing under the laws of the United States of America, with its
principal office in the Borough of Manhattan, The City, County
and State of New York (hereinafter sometimes referred to as the
"Trustee"), as trustee under the Indenture dated as of
November 1, 1945 between the Company and CITIBANK, N.A.
(successor to The First National City Bank of New York), as
trustee, as supplemented and amended by Supplemental Indentures
between the Company and the Trustee, dated as of May 1, 1948, as
of March 1, 1950, as of February 1, 1952, as of October 1, 1957,
as of September 1, 1962, as of June 1, 1963, as of June 1, 1969,
as of May 1, 1970, as of April 1, 1971, as of October 1, 1971, as
of May 1, 1972, as of December 1, 1974, as of October 1, 1975, as
of September 1, 1976, as of April 15, 1978, as of June 28, 1979,
as of January 1, 1980, as of June 1, 1981, as of January 14,
1982, as of August 1, 1982, as of December 15, 1982, as of
December 1, 1983, as of September 6, 1984, as of December 1,
1984, as of May 30, 1985, as of October 29, 1985, as of August 1,
1987, as of May 1, 1988, as of November 1, 1989, as of
December 1, 1990, as of September 1, 1991, as of May 1, 1992, as
of July 15, 1992, as of August 1, 1992, and as of May 1, 1993
(said Indenture as so supplemented and amended, and as hereby
supplemented and amended, being hereinafter sometimes referred to
as the "Indenture");
WHEREAS, the Company and the Trustee have executed and
delivered the Indenture for the purpose of securing an issue of
bonds of the First Series described therein and such additional
bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount
of bonds to be secured thereby being not limited, and the
Indenture fully describes and sets forth the property conveyed
thereby and is filed with the Secretary of the Commonwealth of
Pennsylvania and the Secretary of State of the State of Ohio and
will be of record in the office of the recorder of deeds of each
county in the Commonwealth of Pennsylvania and the State of Ohio
in which this Thirty-seventh Supplemental Indenture is to be
recorded and is on file at the corporate trust office of the
Trustee, above referred to; and
WHEREAS the Indenture provides for the issuance of
bonds thereunder in one or more series and the Company, by
appropriate corporate action in conformity with the terms of the
Indenture, has duly determined to create two such series of bonds
under the Indenture, one such series to be designated as "First
Mortgage Bonds, 6-5/8% Series of 1993 due 2004" (hereinafter
sometimes referred to as the "Thirty-Fifth Series"), and one such
series to be designated as "First Mortgage Bonds, 7-5/8% Series
of 1993 due 2023" (hereinafter sometimes referred to as the
"Thirty-Sixth Series") the bonds of each series are to bear
interest at their respective annual rates designated in the
respective titles thereof and are to mature on January 1 and July
1, respectively, in the year stated in their respective titles.
AND WHEREAS each of the bonds of the Thirty-Fifth
Series and each of the bonds of the Thirty-Sixth Series and the
Trustee's Authentication Certificate thereon are to be
substantially in the following respective forms, to wit:
FORM OF BOND OF THE THIRTY-FIFTH SERIES
[FACE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, 6-5/8% Series of 1993 due 2004
$ No.
Pennsylvania Power Company, a Pennsylvania corporation
(hereinafter called the "Company"), for value received, hereby
promises to pay to _____________ or registered assigns, the
principal sum of $_______ on January 1, 2004, and to pay the
registered holder hereof interest on said sum from the latest
semiannual interest payment date to which interest has been paid
on the bonds of this series preceding the date hereof, unless the
date hereof be an interest payment date to which interest is
being paid, in which case from the date hereof or unless the date
hereof is prior to January 1, 1994, in which case from July 1,
1993 (or if this bond is dated 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 the Company shall default in the payment of the interest
due on such interest payment date, then from the interest payment
date next preceding the date of such bond to which interest has
been paid on bonds of this series, or, if the Company shall be in
default with respect to the interest due on January 1, 1994, then
from July 1, 1993), at the rate, until the principal hereof shall
have become due and payable, of 6-5/8 per centum per annum,
payable on January 1, 1994 and on each January 1 and July 1
thereafter. The principal of and the premium, if any, and
interest on this bond shall be payable at the office or agency of
the Company in the Borough of Manhattan, The City, County and
State of New York, designated for that purpose, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose
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name this bond is registered at the close of business on the
record date, which shall be the December 15 or June 15, as the
case may be, next preceding such interest payment date, or if
such December 15 or June 15, shall be a legal holiday or a day on
which the banking institutions in the Borough of Manhattan, The
City, County and State of New York, are authorized by law to
close, the next preceding day which shall not be a legal holiday
or a day on which such institutions are so authorized to close.
The provisions of this bond are continued on the
reverse hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
This bond shall not be valid or become obligatory for
any propose unless and until it shall have been authenticated by
the execution by the Trustee or its successor in trust under the
Indenture of the certificate hereon.
IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has
caused this bond to be executed in its name by its President or
one of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal or a facsimile thereof to be
affixed hereto or imprinted hereon and attested by its Secretary
or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.
Dated,
PENNSYLVANIA POWER COMPANY
By .......................
President
Attest:
.........................
Secretary
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FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
CITIBANK, N.A.
AS TRUSTEE,
By ........................
Authorized Officer
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FORM OF BOND OF THE THIRTY-FIFTH SERIES
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, 6-5/8% Series of 1993 due 2004
This bond is one of the bonds issued and to be issued
from time to time under and in accordance with and all secured by
an indenture of mortgage or deed of trust dated as of November 1,
1945, and indentures supplemental thereto, given by the Company
to Citibank, N.A. (successor to The First National Bank of the
City of New York), as trustee (hereinafter referred to as the
"Trustee"), to which indenture and indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture")
reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and
the rights of the holders of the bonds and coupons and of the
Trustee and of the Company in respect of such security, and the
limitations on such rights. By the terms of the Indenture, the
bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest, terms of
redemption and in other respects as in the Indenture provided.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than seventy-five per centum in principal amount of the
bonds (exclusive of bonds disqualified by reason of the Company's
interest therein) at the time outstanding, including, if more
than one series of bonds shall be at the time outstanding, not
less than sixty per centum in principal amount of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and of
the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such
modification or alteration shall be made without the written
approval or consent of the holder hereof which will (a) extend
the maturity of this bond or reduce the rate or extend the time
of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption
hereof, or (b) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the
Indenture, or (c) reduce the percentage of the principal amount
of the bonds upon the approval or consent of the holders of which
modifications or alterations may be made as aforesaid.
Bonds of this series are not redeemable prior to their
maturity.
In case of certain defaults as specified in the
Indenture, the principal of this bond may be declared or may
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become due and payable on the conditions, at the time, in the
manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the
principal of or premium, if any, or interest on this bond, or for
any claim based hereon, or otherwise in respect hereof or of the
Indenture, to or against any incorporator, stockholder, director
or officer, past, present or future, as such, of the Company, or
of any predecessor or successor company, either directly or
through the Company, or such predecessor or successor company, or
otherwise, under any constitution or statute or rule of law, or
by the enforcement of any assessment or penalty, or otherwise,
all such liability of incorporators, stockholders, directors and
officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as
registered bonds without coupons in denominations of $1,000 and
authorized multiples thereof. This bond is transferable by the
registered holder hereof, in person or by attorney duly
authorized, at the corporate trust office of the Trustee, in the
Borough of Manhattan, The City, County and State of New York, or
at such other place or places as the Company may designate by
resolution of the Board of Directors, but only in the manner and
upon the conditions prescribed in the Indenture, upon the
surrender and cancellation of this bond and the payment of
charges for transfer, and upon any such transfer a new registered
bond or bonds, without coupons, of the same series and maturity
date and for the same aggregate principal amount, in authorized
denominations, will be issued to the transferee in exchange
herefor. The Company, the Trustee and any agent designated to
make transfers or exchanges of bonds of this series may deem and
treat the person in whose name this bond is registered as the
absolute owner for all purposes including the purpose of the
receipt of payment. Registered bonds of this series shall be
exchangeable at said corporate trust office of the Trustee, or at
such other place or places as the Company may designate by
resolution of the Board of Directors, for registered bonds of
other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions
prescribed in the Indenture. Neither the Company nor the Trustee
nor any other agent designated for such propose shall be required
to make transfers or exchanges of bonds of this series during the
period between any interest payment date for such series and the
record date next preceding such interest payment date.
Notwithstanding any provisions of the Indenture, no charge shall
be made upon any transfer or exchange of Bonds of this series
other than for any tax or taxes or other governmental charge
required to be paid by the Company.
Bonds of this series are to be issued initially under a
book-entry only system and, except as hereinafter provided,
registered in the name of the Depository Trust Company, New York,
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New York ("DTC") or its nominee, which shall be considered the
holder of all of the bonds of this series for all purposes of the
Indenture, including, without limitation, payment by the Company
of principal and interest on such bonds of this series and
receipt of notices and exercise of rights of holders of such
bonds of this series. There shall be a single bond of this
series which shall be immobilized in the custody of DTC with the
owners of book entry interests in bonds of this series ("Book
Entry Interests") having no right to receive bonds of this series
in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book entry on the system
maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the
Participants. Transfers of ownership of Book-Entry Interests are
to be made only by DTC and the Participants by that book entry
system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the
name of DTC or its nominee. DTC is to maintain records of the
positions of Participants are to maintain records of the
purchasers and owners of Book-Entry Interests. If DTC or its
nominee determines not to continue to act as a depository for the
bonds of this series in connection with a book-entry only system,
another depository, if available, may act, instead and the single
bond of this series will be transferred into the name of such
other depository or its nominee, in which case the above
provisions will continue to apply but to the new depository. If
the book-entry only system for bonds of this series is
discontinued for any reason upon surrender and cancellation of
the single bond of this series registered in the name of the then
depository or its nominee, new registered bonds of this series
will be issued in authorized denominations to the holders of
Book-Entry Interests in principal amounts coinciding with the
amounts of such Book-Entry Interests shown on the book-entry only
system immediately prior to the discontinuance thereof. Neither
the Trustee nor the Company shall be responsible for the accuracy
of the interests shown on that system.
[END OF FORM OF BOND OF THE THIRTY-FIFTH SERIES]
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FORM OF BOND OF THE THIRTY-SIXTH SERIES
[FACE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, 7-5/8% Series of 1993 due 2023
$ No.
Pennsylvania Power Company, a Pennsylvania corporation
(hereinafter called the "Company"), for value received, hereby
promises to pay to _____________ or registered assigns, the
principal sum of $_______ on July 1, 2023, and to pay the
registered holder hereof interest on said sum from the latest
semiannual interest payment date to which interest has been paid
on the bonds of this series preceding the date hereof, unless the
date hereof be an interest payment date to which interest is
being paid, in which case from the date hereof or unless the date
hereof is prior to January 1, 1994, in which case from July 1,
1993 (or if this bond is dated 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 the Company shall default in the payment of the interest
due on such interest payment date, then from the interest payment
date next preceding the date of such bond to which interest has
been paid on bonds of this series, or, if the Company shall be in
default with respect to the interest due on January 1, 1994, then
from July 1, 1993), at the rate, until the principal hereof shall
have become due and payable, of 7-5/8 per centum per annum,
payable on January 1, 1994 and on each January 1 and July 1
thereafter. The principal of and the premium, if any, and
interest on this bond shall be payable at the office or agency of
the Company in the Borough of Manhattan, The City, County and
State of New York, designated for that purpose, in any coin or
currency of the United States of America which at the time of
payment is legal tender for public and private debts.
The interest so payable on any interest payment date
will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, 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 December 15 or June 15, as the
case may be, next preceding such interest payment date, or if
such December 15 or June 15 shall be a legal holiday or a day on
which the banking institutions in the Borough of Manhattan, The
City, County and State of New York, are authorized by law to
close, the next preceding day which shall not be a legal holiday
or a day on which such institutions are so authorized to close.
The provisions of this bond are continued on the
reverse hereof and such continued provisions shall for all
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purposes have the same effect as though fully set forth at this
place.
This bond shall not be valid or become obligatory for
any propose unless and until it shall have been authenticated by
the execution by the Trustee or its successor in trust under the
Indenture of the certificate hereon.
IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has
caused this bond to be executed in its name by its President or
one of its Vice Presidents by his or her signature or a facsimile
thereof, and its corporate seal or a facsimile thereof to be
affixed hereto or imprinted hereon and attested by its Secretary
or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.
Dated,
PENNSYLVANIA POWER COMPANY
By .......................
President
Attest:
.........................
Secretary
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FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the series designated therein,
described in the within-mentioned Indenture.
CITIBANK, N.A.
AS TRUSTEE,
By ........................
Authorized Officer
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FORM OF BOND OF THE THIRTY-SIXTH SERIES
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, 7-5/8% Series of 1993 due 2023
This bond is one of the bonds issued and to be issued
from time to time under and in accordance with and all secured by
an indenture of mortgage or deed of trust dated as of November 1,
1945, and indentures supplemental thereto, given by the Company
to Citibank, N.A. (successor to The First National Bank of the
City of New York), as trustee (hereinafter referred to as the
"Trustee"), to which indenture and indentures supplemental
thereto (hereinafter referred to collectively as the "Indenture")
reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and
the rights, duties and immunities thereunder of the Trustee and
the rights of the holders of the bonds and coupons and of the
Trustee and of the Company in respect of such security, and the
limitations on such rights. By the terms of the Indenture, the
bonds to be secured thereby are issuable in series which may vary
as to date, amount, date of maturity, rate of interest, terms of
redemption and in other respects as in the Indenture provided.
The Indenture contains provisions permitting the
Company and the Trustee, with the consent of the holders of not
less than seventy-five per centum in principal amount of the
bonds (exclusive of bonds disqualified by reason of the Company's
interest therein) at the time outstanding, including, if more
than one series of bonds shall be at the time outstanding, not
less than sixty per centum in principal amount of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and of
the rights and obligations of the Company and the rights of the
holders of the bonds and coupons; provided, however, that no such
modification or alteration shall be made without the written
approval or consent of the holder hereof which will (a) extend
the maturity of this bond or reduce the rate or extend the time
of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption
hereof, or (b) permit the creation of any lien, not otherwise
permitted, prior to or on a parity with the lien of the
Indenture, or (c) reduce the percentage of the principal amount
of the bonds upon the approval or consent of the holders of which
modifications or alterations may be made as aforesaid.
The bonds of the Thirty-Sixth Series will not be
redeemable prior to July 1, 2003. Thereafter, upon notice given
by mailing the same, postage prepaid, at least thirty days and
not more than forty-five days prior to the date fixed for
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redemption, to each registered holder of a bond to be redeemed,
in whole or in part, at the last address of such holder appearing
on the registry books, any or all of the bonds of the Thirty-
Sixth Series may be redeemed by the Company, at its option, or by
operation of various provisions of the Indenture, at any time and
from time to time by the payment of (a) if redeemed otherwise
than by the operation of the sinking and improvement fund or the
maintenance and replacement provisions of the Indenture, a
regular redemption price equal to the principal amount thereof
and accrued interest thereon to the date fixed for redemption,
together with a premium equal to a percentage of the principal
amount thereof determined as set forth in the tabulation below
under the heading "Regular Redemption Premium" or (b) if redeemed
by the use of cash deposited pursuant to the sinking and
improvement fund or the maintenance and replacement provisions of
the Indenture or by the use of proceeds of released property, as
more fully set forth in the Indenture, a special redemption price
equal to the principal amount thereof and accrued interest
thereon to the date fixed for redemption:
(If redeemed during the 12 month period ended June 30 of the year
stated)
Year Regular Redemption Premium
2004 3.32%
2005 2.98
2006 2.65
2007 2.32
2008 1.99
2009 1.66
2010 1.33
2011 0.99
2012 0.66
2013 0.33
2014 and thereafter 0.00
In case of certain defaults as specified in the
Indenture, the principal of this bond may be declared or may
become due and payable on the conditions, at the time, in the
manner and with the effect provided in the Indenture.
No recourse shall be had for the payment of the
principal of or premium, if any, or interest on this bond, or for
any claim based hereon, or otherwise in respect hereof or of the
Indenture, to or against any incorporator, stockholder, director
or officer, past, present or future, as such, of the Company, or
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of any predecessor or successor company, either directly or
through the Company, or such predecessor or successor company, or
otherwise, under any constitution or statute or rule of law, or
by the enforcement of any assessment or penalty, or otherwise,
all such liability of incorporators, stockholders, directors and
officers, as such, being waived and released by the holder and
owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture.
The bonds of this series are issuable only as
registered bonds without coupons in denominations of $1,000 and
authorized multiples thereof. This bond is transferable by the
registered holder hereof, in person or by attorney duly
authorized, at the corporate trust office of the Trustee, in the
Borough of Manhattan, The City, County and State of New York, or
at such other place or places as the Company may designate by
resolution of the Board of Directors, but only in the manner and
upon the conditions prescribed in the Indenture, upon the
surrender and cancellation of this bond and the payment of
charges for transfer, and upon any such transfer a new registered
bond or bonds, without coupons, of the same series and maturity
date and for the same aggregate principal amount, in authorized
denominations, will be issued to the transferee in exchange
herefor. The Company, the Trustee and any agent designated to
make transfers or exchanges of bonds of this series may deem and
treat the person in whose name this bond is registered as the
absolute owner for all purposes including the purpose of the
receipt of payment. Registered bonds of this series shall be
exchangeable at said corporate trust office of the Trustee, or at
such other place or places as the Company may designate by
resolution of the Board of Directors, for registered bonds of
other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions
prescribed in the Indenture. Neither the Company nor the Trustee
nor any other agent designated for such propose shall be required
to make transfers or exchanges of bonds of this series during the
period between any interest payment date for such series and the
record date next preceding such interest payment date.
Notwithstanding any provisions of the Indenture, no charge shall
be made upon any transfer or exchange of Bonds of this series
other than for any tax or taxes or other governmental charge
required to be paid by the Company.
Bonds of this series are to be issued initially under a
book-entry only system and, except as hereinafter provided,
registered in the name of the Depository Trust Company, New York,
New York ("DTC") or its nominee, which shall be considered the
holder of all of the bonds of this series for all purposes of the
Indenture, including, without limitation, payment by the Company
of principal and interest on such bonds of this series and
receipt of notices and exercise of rights of holders of such
bonds of this series. There shall be a single bond of this
series which shall be immobilized in the custody of DTC with the
owners of book entry interests in bonds of this series ("Book
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Entry Interests") having no right to receive bonds of this series
in the form of physical securities or certificates. Ownership of
Book-Entry Interests shall be shown by book entry on the system
maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the
Participants. Transfers of ownership of Book-Entry Interests are
to be made only by DTC and the Participants by that book entry
system, the Company and the Trustee having no responsibility
therefor so long as bonds of this series are registered in the
name of DTC or its nominee. DTC is to maintain records of the
positions of Participants are to maintain records of the
purchasers and owners of Book-Entry Interests. If DTC or its
nominee determines not to continue to act as a depository for the
bonds of this series in connection with a book-entry only system,
another depository, if available, may act, instead and the single
bond of this series will be transferred into the name of such
other depository or its nominee, in which case the above
provisions will continue to apply but to the new depository. If
the book-entry only system for bonds of this series is
discontinued for any reason upon surrender and cancellation of
the single bond of this series registered in the name of the then
depository or its nominee, new registered bonds of this series
will be issued in authorized denominations to the holders of
Book-Entry Interests in principal amounts coinciding with the
amounts of such Book-Entry Interests shown on the book-entry only
system immediately prior to the discontinuance thereof. Neither
the Trustee nor the Company shall be responsible for the accuracy
of the interests shown on that system.
[END OF FORM OF BOND OF THE THIRTY-SIXTH SERIES]
AND WHEREAS all acts and things necessary to make the
bonds of the Thirty-Fifth Series and the bonds of the Thirty-
Sixth Series, when authenticated by the Trustee and issued as in
the Indenture provided, the valid, binding and legal obligations
of the Company, and to constitute the Indenture a valid, binding
and legal instrument for the security thereof, have been done and
performed, and the creation, execution and delivery of the
Indenture and the creation, execution and issue of the bonds of
the Thirty-Fifth Series and the bonds of the Thirty-Sixth Series
subject to the terms hereof and of the Indenture, have in all
respects been duly authorized;
NOW THEREFORE, in consideration of the premises, and of
the acceptance and purchase by holders thereof of the bonds of
the Thirty-Fifth Series and the bonds of the Thirty-Sixth Series
issued and to be issued under the Indenture, and the sum of One
Dollar duly paid by the Trustee to the Company, and of other good
and valuable considerations, the receipt of which is hereby
acknowledged, and for the purpose of securing the due and
punctual payment of the principal of and premium, if any, and
interest on all bonds now outstanding under the Indenture and the
$20,000,000 principal amount of bonds of the Thirty-Fifth Series
and the $40,000,000 principal amount of bonds of the Thirty-Sixth
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Series proposed presently to be issued and all other bonds which
shall be issued under the Indenture, and for the purpose of
securing the faithful performance and observance of all covenants
and conditions therein and in any supplemental indenture set
forth, the Company has given, granted, bargained, sold, released,
transferred, assigned, hypothecated, pledged, mortgaged,
confirmed, created a security interest in, set over, warranted,
aliened and conveyed and by these presents does give, grant,
bargain, sell, release, transfer, assign, hypothecate, pledge,
mortgage, confirm, create a security interest in, set over,
warrant, alien and convey unto Citibank, N.A., as Trustee as
provided in the Indenture, and its successor or successors in the
trust thereby and hereby created and to its or their assigns
forever, all the right, title and interest of the Company in and
to the property described in Schedule A (which is identified by
the signature of an officer of each party hereto at the end
thereof) hereto annexed and hereby made a part hereof, together
(subject to the provisions of Article X of the Indenture) with
the tolls, rents, revenues, issues, earnings, income, products
and profits thereof, and does hereby confirm that the Company
will not cause or consent to a partition, whether voluntary or
through legal proceedings, of property, whether herein described
or heretofore or hereafter acquired, in which its ownership shall
be as a tenant in common except as permitted by and in conformity
with the provisions of the Indenture and particularly of said
Article X thereof.
TOGETHER WITH all and singular the tenements,
hereditaments and appurtenances belonging or in any wise
appertaining to the premises, property, franchises and rights, or
any thereof, referred to in Schedule A, annexed hereto with the
reversion and reversions, remainder and remainders and (subject
to the provisions of Article X of the Indenture) the tolls,
rents, revenues, issues, earnings, income, products and profits
thereof, and all the estate, right, title and interest and claim
whatsoever, at law as well as in equity, which the Company now
has or may hereafter acquire in and to such premises, property,
franchises and rights and every part and parcel thereof described
in the aforesaid Schedule A, subject to "excepted encumbrances"
of the original Indenture.
TO HAVE AND TO HOLD all said premises, property,
franchises and rights hereby conveyed, assigned, pledged, or
mortgaged, or intended so to be, unto the Trustee, its successor
or successors in trust, and their assigns forever.
BUT IN TRUST, NEVERTHELESS, with power of sale, for the
equal and proportionate benefit and security of the holders of
all bonds now or hereafter authenticated and delivered under the
Indenture, and interest coupons appurtenant thereto, pursuant to
the provisions thereof, and for the enforcement of the payment of
said bonds and coupons when payable and the performance of and
compliance with the covenants and conditions of the Indenture,
without any preference, distinction or priority as to lien or
-15-
otherwise of any bond or bonds over others by reason of the
difference in time of the actual authentication, delivery, issue,
sale or negotiation thereof or for any other reason whatsoever,
except as otherwise expressly provided in the Indenture; and so
that each and every bond now or hereafter authenticated and
delivered thereunder shall have the same lien, and so that the
principal of and premium, if any, and interest on every such
bond, shall subject to the terms of the Indenture, be equally and
proportionately secured thereby and hereby, as if it had been
made, executed, authenticated, delivered, sold and negotiated
simultaneously with the execution and delivery of the Indenture.
AND IT IS EXPRESSLY DECLARED that all bonds
authenticated and delivered and secured thereunder and hereunder
are to be issued, authenticated and delivered, and all said
premises, property, franchises and rights hereby and by the
Indenture conveyed, assigned, pledged or mortgaged, or intended
so to be (including all the right, title and interest of the
Company in and to any and all premises, property, franchises and
rights of every kind and description, real, personal and mixed,
tangible and intangible, thereafter acquired by the Company and
whether or not specifically described in the Indenture, except
any therein expressly excepted), are to be dealt with and
disposed of, under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes in
the Indenture expressed, and it is hereby agreed as follows:
Section 1. There are hereby created two series of
bonds, one such series designated 6-5/8% Series of 1993 due 2004,
which shall also bear the descriptive title "First Mortgage Bond"
(said bonds being sometimes herein referred to as the "bonds of
the Thirty-Fifth Series"), and one such Series designated 7-5/8%
Series of 1993 due 2023, which shall also bear the descriptive
title "First Mortgage Bond" (said bonds being sometimes herein
referred to as the "bonds of the Thirty-Sixth Series") and the
form of each such series shall be substantially as hereinbefore
set forth. Bonds of the Thirty-Fifth Series shall mature on
January 1, 2004, and bonds of the Thirty-Sixth Series shall
mature on July 1, 2023. (Collectively herein the bonds of the
Thirty-Fifth Series and the bonds of the Thirty-Sixth Series are
sometimes referred to as the "bonds of the Thirty-Fifth and
Thirty-Sixth Series"). The bonds of the Thirty-Fifth and Thirty-
Sixth Series may be issued only as registered bonds without
coupons in denominations of $1,000 or such multiples thereof as
the Board of Directors shall approve, and delivery to the Trustee
for authentication shall be conclusive evidence of such approval.
The serial numbers of bonds of the Thirty-Fifth and Thirty-Sixth
Series shall be such as may be approved by any officer of the
Company, the execution thereof by any such officer, by facsimile
signature or otherwise, to be conclusive evidence of such
approval. Bonds of the Thirty-Fifth Series and bonds of the
Thirty-Sixth Series shall bear interest at the rate, until the
principal thereof shall have become due and payable, of 6-5/8%
per annum and 7-5/8% per annum, respectively, payable
-16-
semiannually on January 1, 1994 and on each July 1 and January 1
thereafter, the principal of and the premium, if any, and the
interest on said bonds shall be payable in any coin or currency
of the United States of America which at the time of payment is
legal tender for public and private debts at the office or agency
of the Company in the Borough of Manhattan, The City, County and
State of New York, designated for that purpose.
Except as provided in this Section 1, bonds of the
Thirty-Fifth and Thirty-Sixth Series shall be dated and bear
interest as provided in Section 2.03 of the Indenture; provided,
however, that, so long as there is no existing default in the
payment of interest on said bonds, any bond of the Thirty-Fifth
and Thirty-Sixth Series authenticated by the Trustee between an
interest payment date for bonds of such Series and the record
date, as hereinbelow defined, for such interest payment date
shall bear interest from such interest payment date and the
holder of any such bond shall not be entitled to payment of
interest 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 such bond
shall bear interest from the interest payment date next preceding
the date of such bond, to which interest has been paid, or, if
the Company shall be in default with respect to the interest due
January 1, 1994, then from July 1, 1993.
Bonds of the Thirty-Fifth Series are not redeemable
prior to their maturity.
The bonds of the Thirty-Sixth Series will not be
redeemable prior to July 1, 2003. Thereafter, upon notice given
by mailing the same, postage prepaid, at least thirty days and
not more than forty-five days prior to the date fixed for
redemption, to each registered holder of a bond to be redeemed,
in whole or in part, at the last address of such holder appearing
on the registry books, any or all of the bonds of the Thirty-
Sixth Series may be redeemed by the Company, at its option, or by
operation of various provisions of the Indenture, at any time and
from time to time by the payment of (a) if redeemed otherwise
than by the operation of the sinking and improvement fund or the
maintenance and replacement provisions of the Indenture, a
regular redemption price equal to the principal amount thereof
and accrued interest thereon to the date fixed for redemption,
together with a premium equal to a percentage of the principal
amount thereof determined as set forth in the tabulation below
under the heading "Regular Redemption Premium" or (b) if redeemed
by the use of cash deposited pursuant to the sinking and
improvement fund or the maintenance and replacement provisions of
the Indenture or by the use of proceeds of released property, as
more fully set forth in the Indenture, a special redemption price
equal to the principal amount thereof and accrued interest
thereon to the date fixed for redemption:
-17-
(If redeemed during the 12 month period ended June 30 of the year
stated)
Year Regular Redemption Premium
2004 3.32%
2005 2.98
2006 2.65
2007 2.32
2008 1.99
2009 1.66
2010 1.33
2011 0.99
2012 0.66
2013 0.33
2014 and thereafter 0.00
The person in whose name any bond of the Thirty-Fifth
Series or Thirty-Sixth Series is registered at the close of
business on any record date (as hereinbelow defined) with respect
to any interest payment date shall be entitled to receive the
interest payable on such interest payment date notwithstanding
the cancellation of such registered bond upon any transfer or
exchange thereof subsequent to the record date and prior to such
interest payment date, except if and to the extent the Company
shall default in the payment of the interest due on such interest
payment date, in which case such defaulted interest shall be paid
to the person in whose name such bond (or any bond or bonds)
issued, directly or after immediate transactions, upon transfer
or exchange or in substitution thereof) is registered on a
subsequent record date for such payment established as
hereinafter provided. A subsequent record date may be
established by the Company by notice mailed to the registered
holders of binds not less than ten days preceding such subsequent
record date, which shall be not less than five nor more than
thirty days prior to the subsequent interest payment date. The
term "record date" as used in this Section with respect to any
regular interest payment date shall mean the December 15 or June
15, as the case may be, next preceding such interest payment
date, or, if such December 15 or June 15 shall be a legal holiday
or a day on which the banking institutions in the Borough of
Manhattan, The City, County and State of New York, are authorized
by law to close, the next preceding day which shall not be a
legal holiday or a day on which such institutions are so
authorized to close.
-18-
SECTION 2. The Company covenants and agrees that the
provisions of Section 3 of the Fifth Supplemental Indenture dated
as of September 1, 1962, which are to remain in effect so long as
any bonds of the Sixth Series shall be outstanding under the
Indenture, shall remain in full force and effect so long as any
bonds of the Thirty-Fifth Series or bonds of the Thirty-Sixth
Series shall be outstanding under the Indenture.
SECTION 3. The Company covenants and agrees that the
provisions of Section 3 of the Nineteenth Supplemental Indenture
dated as of January 14, 1982, which are to remain in effect so
long as any bonds of the Twentieth Series shall be outstanding
under the Indenture, shall remain in full force and effect so
long as any bonds of the Thirty-Fifth Series or bonds of the
Thirty-Sixth Series shall be outstanding under the Indenture.
SECTION 4. As supplemented and amended by this
Supplemental Indenture, the Indenture is in all respects ratified
and confirmed, and the Indenture and this Supplemental Indenture
shall be read, taken and construed as one and the same
instrument.
SECTION 5. Nothing in this Supplemental Indenture
contained shall, or shall be construed to, confer upon any person
other than a holder of bonds issued under the Indenture, the
Company and the Trustee any right or interest to avail himself of
any benefit under any provision of the Indenture or of this
Supplemental Indenture.
SECTION 6. The Trustee assumes no responsibility for
or in respect of the validity or sufficiency of this Supplemental
Indenture or the due execution hereof by the Company or for or in
respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
SECTION 7. This Supplemental Indenture may be executed
in several counterparts and all such counterparts executed and
delivered, each as an original, shall constitute but one and the
same instrument.
PENNSYLVANIA POWER COMPANY hereby constitutes and
appoints Robert P. Wushinske to be its attorney for it and in its
name as and for its corporate act and deed to acknowledge this
Supplemental Indenture before any person having authority to take
such acknowledgment, to the intent that the same may be duly
recorded.
CITIBANK, N.A. hereby constitutes and appoints R. T.
Kirchner to be its attorney for it and in its name as and for its
corporate act and deed to acknowledge this Supplemental Indenture
before any person having authority to take such acknowledgment,
to the intent that the same may be duly recorded.
-19-
IN WITNESS WHEREOF, PENNSYLVANIA POWER COMPANY has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its President or a Vice
President, and its corporate seal to be attested by its Secretary
or an Assistant Secretary for and on its behalf, in the city of
New Castle, County of Lawrence and Commonwealth of Pennsylvania
and CITIBANK, N.A., in token of its acceptance of the trust, has
caused its corporate name to be hereunto affixed, and this
instrument to be signed by a Vice President and its corporate
seal to be affixed and attested by one of its Assistant Vice
Presidents in the City of New York, County of New York and State
of New York, all as of the day and year first above written.
PENNSYLVANIA POWER COMPANY
By: Robert P. Wushinske
-----------------------
Robert P. Wushinske
Vice President
ATTEST:
By: J. R. Edgerly
---------------------------
J. R. Edgerly
Secretary
[Seal]
Signed, sealed and delivered by
PENNSYLVANIA POWER COMPANY
in the presence of:
F. A. Fazzone
- ------------------------------
F. A. Fazzone
R. Scilla
- ------------------------------
R. Scilla
-20-
CITIBANK, N.A.
as Trustee as aforesaid,
By: R. T. Kirchner
----------------------
R. T. Kirchner
Vice President
ATTEST:
By: Carol Ng
---------------------------
Carol Ng
Assistant Vice President
[Seal]
Signed, sealed and delivered by
CITIBANK, N.A.
in the presence of:
J. Berger
- ------------------------------
J. Berger
Annie McNair
- ------------------------------
Annie McNair
-21-
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
BE IT REMEMBERED that, on the 12th day of July, 1993,
before me, the undersigned, a Notary Public in said County of
Lawrence, Commonwealth of Pennsylvania, personally appeared J. R.
Edgerly, who being duly sworn according to law, doth depose and
say that he was personally present and did see the common or
corporate seal of the above named PENNSYLVANIA POWER COMPANY
affixed to the foregoing Supplemental Indenture; that the seal so
affixed is the common or corporate seal of the said Pennsylvania
Power Company and was so affixed by the authority of the said
corporation as the act and deed thereof; that the above named
Robert P. Wushinske is a Vice President of said corporation and
did sign the said Supplemental Indenture as such in the presence
of this deponent; that this deponent is the Secretary of
Pennsylvania Power Company, and that the name of this deponent
above signed in attestation of the due execution of the said
Supplemental Indenture is in this deponent's own proper
handwriting.
Sworn to and subscribed before me this 12th day of
July, 1993.
J. R. Edgerly
----------------------
[SEAL]
Sylvia M. Rashid
----------------------
NOTARIAL SEAL
SYLVIA M. RASHID, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires March 11, 1997
-22-
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
I HEREBY CERTIFY that, on this 12th day of July, 1993,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared Robert P. Wushinske,
the attorney for PENNSYLVANIA POWER COMPANY, and the attorney
named in the foregoing Supplemental Indenture and, by virtue and
in pursuance of the authority therein conferred upon him,
acknowledged the said Supplemental Indenture to be the act and
deed of said Pennsylvania Power Company.
WITNESS my hand and notarial seal the day and year
aforesaid.
[SEAL]
Sylvia M. Rashid
----------------------
NOTARIAL SEAL
SYLVIA M. RASHID, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires March 11, 1997
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
On the 12th day of July, 1993, before me, personally
came Robert P. Wushinske, to me known, who, being by me duly
sworn, did depose and say that he resides at R.D. 2, Means Road,
New Wilmington, Pennsylvania 16142; that he is a Vice President
of PENNSYLVANIA POWER COMPANY, one of the corporations described
in and which executed the above instrument; that he knows the
seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was affixed by order
of the Board of Directors of said corporation, and that he signed
his name thereto by like authority.
WITNESS my hand and notarial seal the day and year
aforesaid.
[SEAL]
Sylvia M. Rashid
----------------------
NOTARIAL SEAL
SYLVIA M. RASHID, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires March 11, 1997
-23-
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that, on the 13 day of July, 1993,
before me, the undersigned, a Notary Public in said County of New
York, State of New York, personally appeared Carol Ng, who being
duly sworn according to law, doth depose and say that she was
personally present and did see the common or corporate seal of
the above named CITIBANK, N.A. affixed to the foregoing
Supplemental Indenture; that the seal so affixed is the common or
corporate seal of the said CITIBANK, N.A. and was so affixed by
the authority of the said association as the act and deed
thereof; that the above named R.T. Kirchner is one of the Vice
Presidents of said association and did sign the said Supplemental
Indenture as such in the presence of this deponent; that this
deponent is an Assistant Vice President of said CITIBANK, N.A.,
and that the name of this deponent above signed in attestation of
the due execution of the said Supplemental Indenture is in this
deponent's own proper handwriting.
Sworn to and subscribed before me this 13 day of July,
1993.
Carol Ng
----------------------
- -
[SEAL]
Peter M. Pavlyshin
----------------------
PETER M. PAVLYSHIN
Notary Public, State of New York
No. 41-4991297
Qualified in Queens County
Certificate Filed in New York County
Commission Expires January 27, 1994
-24-
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that, on this 13 day of July, 1993,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared R. T. Kirchner, the
attorney for CITIBANK, N.A., and the attorney named in the
foregoing Supplemental Indenture and, by virtue and in pursuance
of the authority therein conferred upon him, acknowledged the
execution of said Supplemental Indenture to be the act and deed
of said CITIBANK, N.A.
WITNESS my hand and notarial seal the day and year
aforesaid.
Peter M. Pavlyshin
----------------------
PETER M. PAVLYSHIN
Notary Public, State of New York
[SEAL] No. 41-4991297
Qualified in Queens County
Certificate Filed in New York County
Commission Expires January 27, 1994
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 13 day of July, 1993, before me, personally came
R. T. Kirchner, to me known, who being by me duly sworn, did
depose and say that he resides at 65-24 79th Place, Middle
Village, New York; that he is a Vice President of CITIBANK, N.A.,
one of the parties described in and which executed the above
instrument; that he knows the seal of said association; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
association, and that he signed his name thereto by like
authority.
WITNESS my hand and notarial seal the day and year
aforesaid.
Peter M. Pavlyshin
---------------------
PETER M. PAVLYSHIN
Notary Public, State of New York
[SEAL] No. 41-4991297
Qualified in Queens County
Certificate Filed in New York County
Commission Expires January 27, 1994
Citibank, N.A. hereby certifies that its precise name
and address as Trustee hereunder are:
CITIBANK, N.A.
111 Wall Street
Borough of Manhattan
City, County and State
of New York 10043
-25-
CITIBANK, N.A.
By R. T. Kirchner
--------------
R. T. Kirchner
Vice President
A-1
SCHEDULE A
Detailed Description of Additional Properties
TRANSMISSION LINE
Y-10 Tap to Campbell
Substation 69,000 volts 6.8 miles
DISTRIBUTION SUBSTATION
138,000 X 69,000 - 13.090Y/7,560 X 8,720Y/5,040 volt,
20 Mva mobile substation.
OTHER REAL PROPERTY
Parcel of land containing 0.487 acres, located in
Shippingport, Beaver County, Pennsylvania, recorded in Beaver
County Deed Book 1504, page 298, on September 22, 1992.
Parcel of land containing 0.229 acres, located in West
Shenango Township, Crawford County, Pennsylvania, recorded in
Crawford County Deed Book 184, Page 108, on March 9, 1993.
Signed for identification
J. R. Edgerly
-----------------
J. R. Edgerly
Secretary
PENNSYLVANIA POWER COMPANY
R. T. Kirchner
------------------
R. T. Kirchner
Vice President
CITIBANK, N.A.