[CONFORMED COPY]
PENNSYLVANIA POWER COMPANY
to
CITIBANK, N.A.,
As Trustee
Forty-first Supplemental
Indenture
Providing among other things for
FIRST MORTGAGE BONDS
Guarantee Series A of 1993 due 2013
Dated as of October 1, 1993
FORTY-FIRST SUPPLEMENTAL INDENTURE, dated as of October 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 Bank of The City 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, as of May 1, 1993, as
of July 1, 1993, as of August 31, 1993, as of September 1, 1993
and as of September 15, 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 Forty-first 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 one such series of bonds
under the Indenture to be designated as "First Mortgage Bonds,
Guarantee Series A of 1993 due 2013" (hereinafter sometimes
referred to as the "bonds of the 2013 Series"), the bonds of
which are to bear interest at the annual rate of 5.40% per annum
and are to mature on October 1, 2013.
AND WHEREAS each of the bonds of the 2013 Series and
the Trustee's Authentication Certificate thereon are to be
substantially in the following form, to wit:
[FORM OF BOND OF THE 2013 SERIES]
[FACE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1993 due 2013
$ 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 October 1, 2013, and to pay
the registered holder hereof interest on said sum from the
Initial Interest Accrual Date (hereinbelow defined) at the rate
of 5.40 per centum per annum. The principal of 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 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 purpose 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
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or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.
Dated:
PENNSYLVANIA POWER COMPANY
By .......................
President
Attest:
.........................
Secretary
[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 2013 SERIES]
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1993 due 2013
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 this series shall be redeemed in whole, by
payment of the principal amount thereof plus accrued interest
thereon, if any, to the date fixed for redemption, upon receipt
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by the Trustee of a written advice from the trustee under the
Trust Indenture (the "Revenue Bond Indenture") dated as of
October 1, 1993, between Beaver County Industrial Development
Authority and Society National Bank, as trustee (such trustee and
any successor trustee being hereinafter referred to as the
"Revenue Bond Trustee"), securing $1,000,000 of Environmental
Improvement Revenue Refunding Bonds, 1993 Series A (Pennsylvania
Power Company Mansfield Project), stating that the principal
amount of all the environmental improvement revenue refunding
bonds then outstanding under the Revenue Bond Indenture has been
declared due and payable pursuant to the provisions of Section
8.02 of the Revenue Bond Indenture, specifying the date of the
accelerated maturity of such environmental improvement revenue
refunding bonds and the date from which interest on the
environmental improvement revenue refunding bonds issued under
the Revenue Bond Indenture has then accrued, stating such
declaration of maturity has not been annulled and demanding
payment of the principal amount hereof plus accrued interest
hereon to the date fixed for such redemption. As provided in the
Supplemental Indenture establishing the terms and provisions of
the bonds of this series, the date fixed for such redemption
shall be not earlier than the date specified in the aforesaid
written advice as the date of the accelerated maturity of the
environmental improvement revenue refunding bonds then
outstanding under the Revenue Bond Indenture and not later than
the 45th day after the receipt by the Trustee of such advice,
unless such 45th day is earlier than such date of accelerated
maturity. The date fixed for such redemption shall be specified
in a notice of redemption to be given not less than 30 days prior
to the date so fixed for such redemption. Upon mailing of such
notice of redemption, the date from which unpaid interest on the
aforesaid environmental improvement revenue refunding bonds has
then accrued (as specified by the Revenue Bond Trustee) shall
become the initial interest accrual date (the "Initial Interest
Accrual Date") with respect to the bonds of this series, and the
date which is six months after the Initial Interest Accrual Date
shall be the first interest payment date for the bonds of this
series, provided, however, on any demand for payment of the
principal amount hereof at maturity as a result of the principal
of the aforesaid environmental improvement revenue refunding
bonds becoming due and payable on the maturity date of the bonds
of this series, the date from which unpaid interest on the
aforesaid environmental improvement revenue refunding bonds has
then accrued shall become the Initial Interest Accrual Date with
respect to the bonds of this series, such date to be as stated in
a written notice from the Revenue Bond Trustee to the Trustee.
As provided in said Supplemental Indenture, the aforementioned
notice of redemption shall become null and void for all purposes
under the Indenture (including the fixing of the Initial Interest
Accrual Date with respect to the bonds of this series) upon
receipt by the Trustee of written notice from the Revenue Bond
Trustee of the annulment of the acceleration of the maturity of
the environmental improvement revenue refunding bonds then
outstanding under the Revenue Bond Indenture and of the
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rescission of the aforesaid written advice prior to the
redemption date specified in such notice of redemption, and
thereupon no redemption of the bonds of this series and no
payment in respect thereof as specified in such notice of
redemption shall be effected or required. But no such rescission
shall extend to any subsequent written advice from the Revenue
Bond Trustee or impair any right consequent on such subsequent
written notice.
Bonds of this series are not otherwise 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
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 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. Except as may be stated in any
legend written on the face of this bond, 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
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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 purpose 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.
[END OF FORM OF BOND OF THE 2013 SERIES]
AND WHEREAS all acts and things necessary to make the
bonds, 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
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
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 consideration, 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
$1,000,000 principal amount of bonds of the 2013 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 the
Indenture (and not therein expressly excepted), 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
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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 the Indenture (and not therein
expressly excepted) 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, 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
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
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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 is hereby created a series of bonds
designated Guarantee Series A of 1993 due 2013, which shall also
bear the descriptive title "First Mortgage Bond" and the form of
such series shall be substantially as hereinbefore set forth.
Bonds of the 2013 Series shall mature on October 1, 2013. The
bonds of the 2013 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 2013 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 2013 Series shall bear interest from the Initial Interest
Accrual Date (as defined in the form of the bonds of the 2013
Series hereinabove set forth) at the rate of 5.40% per annum.
Principal or redemption price of and 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.
Bonds of the 2013 Series shall be redeemable,
exchangeable and transferable as and to the extent set forth in
the form thereof hereinbefore set forth.
The bonds of the 2013 Series shall be redeemable as set
forth in the form thereof hereinbefore set forth in whole, prior
to maturity, upon notice given by mailing the same, postage pre-
paid, 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 at the last address of such holder
appearing on the registry books. The Trustee shall within five
business days of receiving the written advice specified in the
form of bond of the 2013 Series provided for herein mail a copy
thereof to the Company stamped or otherwise marked to indicate
the date of receipt by the Trustee. The Company shall fix a
redemption date for the redemption so demanded and shall mail to
the Trustee notice of such date at least thirty-five days prior
thereto. Subject to the foregoing sentence, the redemption date
so fixed may be any day not earlier than the date specified in
the aforesaid written advice as the date of the accelerated
maturity of the environmental improvement revenue refunding bonds
then outstanding under the Revenue Bond Indenture and not later
than the forty-fifth day after receipt by the Trustee of such
advice, unless such forty-fifth day is earlier than such date of
accelerated maturity. If the Trustee does not receive such
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notice from the Company within thirteen days after receipt by the
Trustee of the aforesaid written advice, the redemption date
shall be deemed fixed as the forty-fifth day after such receipt.
The Trustee shall mail notice of the redemption date to the
Revenue Bond Trustee not less than thirty days prior to such
redemption date, provided, however, that the Trustee shall mail
no such notice (and no redemption shall be made) if prior to the
mailing of such notice the Trustee shall have received written
notice from the Revenue Bond Trustee of the annulment of the
acceleration of the maturity of the environmental improvement
revenue refunding bonds then outstanding under the Revenue Bond
Indenture and of the rescission of the aforesaid written advice.
The terms "Revenue Bond Trustee" and "Revenue Bond Indenture" as
they relate to the bonds of the 2013 Series shall have the
meanings specified in the form thereof hereinabove set forth.
Redemption of the bonds of the 2013 Series shall be at the
principal amount thereof, plus accrued interest thereon to the
date fixed for redemption and such amount shall become due and
payable on the date fixed for such redemption. Anything in this
paragraph contained to the contrary notwithstanding, if, after
mailing notice of the date fixed for redemption but prior to such
date, the Trustee shall have been advised in writing by the
Revenue Bond Trustee that the acceleration of the maturity of the
environmental improvement revenue refunding bonds then
outstanding under the Revenue Bond Indenture has been annulled
and that the aforesaid written advice has been rescinded, the
aforesaid written advice shall thereupon, without further act of
the Trustee or the Company, be rescinded and become null and void
for all purposes hereunder (including the fixing of the Initial
Interest Accrual Date as provided in the form of the bonds of the
2013 Series provided for herein) and no redemption of the bonds
of the 2013 Series and no payments in respect thereof as
specified in the aforesaid written notice shall be effected or
required. But no such rescission shall extend to any subsequent
written advice from the Revenue Bond Trustee or impair any right
consequent on such subsequent written advice.
SECTION 2. Bonds of the 2013 Series shall be deemed to
be paid and no longer outstanding under the Indenture to the
extent that environmental improvement revenue refunding bonds
which are outstanding from time to time under the Revenue Bond
Indenture are paid or deemed to be paid and are no longer
outstanding and the Trustee has been notified to such effect by
the Company.
SECTION 3. 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 2013 Series shall be outstanding under the
Indenture.
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SECTION 4. 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 2013 Series shall be outstanding under
the Indenture.
SECTION 5. 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 6. 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 7. 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 8. 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 P.
DeFelice 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.
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
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seal to be affixed and attested by one of its 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:
Angeline Comparone
- ------------------------------
Angeline Comparone
F. A. Fazzone
- ------------------------------
F. A. Fazzone
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CITIBANK, N.A.
as Trustee as aforesaid,
By: P. DeFelice
--------------------------
P. DeFelice
Vice President
ATTEST:
By: Carol Ng
---------------------------
Carol Ng
Assistant Vice President
[Seal]
Signed, sealed and delivered by
CITIBANK, N.A.
in the presence of:
Robert T. Kirchner
- ------------------------------
Robert T. Kirchner
Jose R. Gonzalez
- ------------------------------
Jose R. Gonzalez
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COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
BE IT REMEMBERED that, on the 20th day of October,
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 20th day of
October, 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
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COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
I HEREBY CERTIFY that, on this 20th day of October,
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 20th day of October, 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
-15-
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that, on the 22nd day of October,
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 P. DeFelice 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 22nd day of
October, 1993.
Carol Ng
------------------------------
[SEAL]
Jeffry Berger
------------------------------
JEFFRY BERGER
Notary Public, State of New York
No. O1BE5015814
Qualified in Kings County
Commission Expires July 26, 1995
-16-
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that, on this 22nd day of October,
1993, before me, the subscriber, a Notary Public in and for the
State and County aforesaid, personally appeared P. DeFelice, 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.
Jeffry Berger
-----------------------------
[SEAL]
JEFFRY BERGER
Notary Public, State of New York
No. O1BE5015814
Qualified in Kings County
Commission Expires July 26, 1995
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 22nd day of October, 1993, before me, personally
came P. DeFelice, to me known, who being by me duly sworn, did
depose and say that he resides at 47-09 169th Street, Flushing,
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.
Jeffry Berger
-----------------------------
[SEAL]
JEFFRY BERGER
Notary Public, State of New York
No. O1BE5015814
Qualified in Kings County
Commission Expires July 26, 1995
-17-
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
CITIBANK, N.A.
By P. DeFelice
-----------------------
P. DeFelice
Vice President