FORTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of June 1,
1997, 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,
as of September 15, 1993, as of October 1, 1993, as of
November 1, 1993, as of August 1, 1994, and as of September 1,
1995 (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-fifth 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 to be designated as "First Mortgage Bonds,
Guarantee Series A of 1997 due 2027" (hereinafter sometimes
referred to as the "bonds of the Guarantee Series A") and "First
Mortgage Bonds, Guarantee Series B of 1997 due 2027" (hereinafter
sometimes referred to as the "bonds of the Guarantee Series B")
(bonds of the Guarantee Series A and B collectively hereinafter
sometimes referred to as "bonds of the Guarantee Series"), the
bonds of which are to bear interest at the same rates as those of
the State of Ohio Pollution Control Revenue Refunding Bonds,
Series 1997 (Pennsylvania Power Company Project) referred to
herein, and are to mature on June 1, 2027;
AND WHEREAS each of the bonds of the Guarantee Series
and the Trustee's Authentication Certificate thereon are to be
substantially in the following form, to wit:
[FORM OF BOND OF THE GUARANTEE SERIES A]
[FACE]
This Bond is not transferable except (i) to a successor
trustee under the Trust Indenture, dated as of June 1, 1997,
between the Ohio Water Development Authority and PNC Bank,
National Association, as Trustee, (ii) to a Credit Facility
Issuer (the "Credit Facility Issuer") as provided in the Pledge
Agreement, dated as of June 1, 1997, between the Pennsylvania
Power Company and said Trustee, or (iii) in connection with the
exercise of the rights and remedies of the holder hereof
consequent upon a "default" as defined in the Indenture referred
to herein.
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1997 due 2027
$5,800,000 No. R-1
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 $5,800,000 on June 1, 2027, and to
pay the registered holder hereof interest on said sum from the
Initial Interest Accrual Date (hereinbelow defined) at the same
rates as those of the $5,800,000 State of Ohio Pollution Control
Revenue Refunding Bonds, Series 1997 (Pennsylvania Power Company
Project). 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
or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.
Dated:
PENNSYLVANIA POWER COMPANY
By
----------------------
Vice President
Attest:
- ---------------------------
Assistant 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
[FORM OF BOND OF THE GUARANTEE SERIES A]
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1997 due 2027
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
by the Trustee of a written advice from the trustee under the
Trust Indenture (the "Revenue Bond Indenture") dated as of
June 1, 1997, between the Ohio Water Development Authority and
PNC Bank, National Association, as trustee (such trustee and any
successor trustee being hereinafter referred to as the "Revenue
Bond Trustee"), securing $5,800,000 of State of Ohio Pollution
Control Revenue Refunding Bonds, Series 1997 (Pennsylvania Power
Company Project), or the Credit Facility Issuer, if any, as
assignee, stating that the principal amount of all the pollution
control revenue refunding bonds then outstanding under the
Revenue Bond Indenture has been declared due and payable pursuant
to the provisions of Section 11.02 of the Revenue Bond Indenture,
specifying the date of the accelerated maturity of such pollution
control revenue refunding bonds and the date from which interest
on the pollution control 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 pollution control
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 pollution control
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 pollution control
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 pollution control 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 pollution control revenue refunding bonds then
outstanding under the Revenue Bond Indenture and of the
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
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 GUARANTEE SERIES A]
[FORM OF BOND OF THE GUARANTEE SERIES B]
[FACE]
This Bond is not transferable except (i) to a successor
trustee under the Trust Indenture, dated as of June 1, 1997,
between the Ohio Air Quality Development Authority and PNC Bank,
National Association, as Trustee, (ii) to a Credit Facility
Issuer (the "Credit Facility Issuer") as provided in the Pledge
Agreement, dated as of June 1, 1997, between the Pennsylvania
Power Company and said Trustee, or (iii) in connection with the
exercise of the rights and remedies of the holder hereof
consequent upon a "default" as defined in the Indenture referred
to herein.
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series B of 1997 due 2027
$4,500,000 No. R-1
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 $4,500,000 on June 1, 2027, and to
pay the registered holder hereof interest on said sum from the
Initial Interest Accrual Date (hereinbelow defined) at the same
rates as those of the $4,500,000 State of Ohio Pollution Control
Revenue Refunding Bonds, Series 1997 (Pennsylvania Power Company
Project). 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
or one of its Assistant Secretaries by his or her signature or a
facsimile thereof.
Dated:
PENNSYLVANIA POWER COMPANY
By
---------------------
Vice President
Attest:
- ------------------------
Assistant 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
[FORM OF BOND OF THE GUARANTEE SERIES B]
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series B of 1997 due 2027
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
by the Trustee of a written advice from the trustee under the
Trust Indenture (the "Revenue Bond Indenture") dated as of
June 1, 1997, between the Ohio Air Quality Development Authority
and PNC Bank, National Association, as trustee (such trustee and
any successor trustee being hereinafter referred to as the
"Revenue Bond Trustee"), securing $4,500,000 of State of Ohio
Pollution Control Revenue Refunding Bonds, Series 1997
(Pennsylvania Power Company Project), or the Credit Facility
Issuer, if any, as assignee, stating that the principal amount of
all the pollution control revenue refunding bonds then
outstanding under the Revenue Bond Indenture has been declared
due and payable pursuant to the provisions of Section 11.02 of
the Revenue Bond Indenture, specifying the date of the
accelerated maturity of such pollution control revenue refunding
bonds and the date from which interest on the pollution control
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 pollution control 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 pollution control 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 pollution control 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 pollution control 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 pollution control revenue refunding bonds then outstanding
under the Revenue Bond Indenture and of the 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
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 GUARANTEE SERIES B]
AND WHEREAS all acts and things necessary to make the
bonds of the Guarantee 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 Guarantee 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
issued and to be issued under the Indenture, and of the issuance
of the Letter of Credit under the Letter of Credit and
Reimbursement Agreement, dated as of June 1, 1997 (the
"Reimbursement Agreement"), among Pennsylvania Power Company, The
First National Bank of Chicago, as Credit Facility Issuer, and
the various Banks named therein, 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
$5,800,000 principal amount of bonds of the Guarantee Series A
and the $4,500,000 principal amount of bonds of the Guarantee
Series B 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, and for the purpose of securing the obligations owed to
the Credit Facility Issuer under the Reimbursement Agreement, 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 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 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 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
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 is hereby created two series of bonds
designated Guarantee Series A of 1997 due 2027 and Guarantee
Series B of 1997 due 2027, each of which shall also bear the
descriptive title "First Mortgage Bond" (said bonds being
sometimes herein referred to, respectively, as the "bonds of the
Guarantee Series A" and the "bonds of the Guarantee Series B"
and, collectively, as the "bonds of the Guarantee Series") and
the form of each such series shall be substantially as
hereinbefore set forth. Bonds of the Guarantee Series shall
mature on June 1, 2027. The bonds of the Guarantee 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 Guarantee 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 Guarantee
Series shall bear interest from their respective Initial Interest
Accrual Dates (as defined in the respective forms of the bonds of
the Guarantee Series A and the Guarantee Series B hereinabove set
forth) at the same rates as those of the State of Ohio Pollution
Control Revenue Refunding Bonds, Series 1997 (Pennsylvania Power
Company Project) referred to in the respective forms of the bonds
of the Guarantee Series A and the Guarantee Series B hereinabove
set forth. 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 Guarantee Series shall be redeemable,
exchangeable and transferable as and to the extent set forth in
their respective forms thereof hereinbefore set forth.
The bonds of the Guarantee Series shall be redeemable
as set forth in their respective forms 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 Guarantee Series A
with respect to the bonds of the Guarantee Series A, or in the
form of bond of the Guarantee Series B with respect to the bonds
of the Guarantee Series B, 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 pollution control revenue refunding bonds then
outstanding under the applicable 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 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 applicable 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 applicable Revenue Bond
Trustee of the annulment of the acceleration of the maturity of
the pollution control revenue refunding bonds then outstanding
under the applicable 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 Guarantee Series A and Guarantee Series B shall have the
meanings specified in the respective forms thereof hereinabove
set forth. Redemption of the bonds of the Guarantee 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 applicable Revenue Bond Trustee that the acceleration of the
maturity of the pollution control revenue refunding bonds then
outstanding under the applicable 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 applicable Initial Interest Accrual Date as
provided in the respective forms of the bonds of the Guarantee
Series A and Guarantee Series B, as the case may be, provided for
herein) and no redemption of the bonds of the Guarantee Series A
or Guarantee Series B 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 applicable Revenue Bond Trustee or impair
any right consequent on such subsequent written advice.
SECTION 2. Bonds of the Guarantee Series shall be
deemed to be paid and no longer outstanding under the Indenture
to the extent that (i) pollution control revenue refunding bonds
which are outstanding from time to time under the applicable
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 and (ii) all obligations secured by the
bonds of the Guarantee Series payable to the Credit Facility
Issuer under or in connection with the Reimbursement Agreement
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 Guarantee 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
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
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: Randy Scilla
---------------------------
Randy Scilla
Assistant Secretary
[Seal]
Signed, sealed and delivered by
PENNSYLVANIA POWER COMPANY
in the presence of:
Donna S. Mathieson
- -----------------------------
Donna S. Mathieson
R. Terry Conlin
- -----------------------------
R. Terry Conlin
CITIBANK, N.A.
as Trustee as aforesaid,
By: P. DeFelice
---------------------
P. DeFelice
Vice President
ATTEST:
By: Arthur W. Aslanian
---------------------------
Arthur W. Aslanian
Vice President
[Seal]
Signed, sealed and delivered by
CITIBANK, N.A.
in the presence of:
Rosemary Melendez
- ------------------------------
Rosemary Melendez
Kristine Prall
- ------------------------------
Kristine Prall
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
BE IT REMEMBERED that, on the 26th day of June, 1997,
before me, the undersigned, a Notary Public in said County of
Lawrence, Commonwealth of Pennsylvania, personally appeared Randy
Scilla, 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 an Assistant 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 26th day of
June, 1997.
Randy Scilla
-----------------------
[SEAL]
Sylvia M. Rashid
------------------------
NOTARIAL SEAL
SYLVIA M. RASHID, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires March 11, 2001
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
I HEREBY CERTIFY that, on this 26th day of June, 1997,
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, 2001
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
On the 26th day of June, 1997, 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, 2001
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that, on the 30th day of June, 1997,
before me, the undersigned, a Notary Public in said County of New
York, State of New York, personally appeared Arthur W. Aslanian,
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 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 a 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 30th day of
June, 1997.
Arthur W. Aslanian
-------------------------
[SEAL]
Jeffry Berger
-------------------------
JEFFRY BERGER
Notary Public, State of New York
No. 01BE5015814
Qualified in Kings County
Commission Expires July 26, 1997
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that, on this 30th day of June, 1997,
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. 01BE5015814
Qualified in Kings County
Commission Expires July 26, 1997
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 30th day of June, 1997, 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. 01BE5015814
Qualified in Kings County
Commission Expires July 26, 1997
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
SCHEDULE A
Detailed Description of Additional Properties
STEAM PRODUCTION
Bruce Mansfield Generating Station - Unit No. 2 -
Pennsylvania Power Company's portion (6.8%) of low nox burners.
NUCLEAR PRODUCTION
Perry Nuclear Power Plant - Common Facility -
Pennsylvania Power Company's portion (5.24%) of shoreline
revetment.
TRANSMISSION LINES
Y-196 Tap to Grant Street Substation - 69,000 volts -
.38 mile.
DISTRIBUTION SUBSTATION
Grant Street Substation - A 69,000/12,470 volt circuit
exit and associated equipment located in the City of New Castle,
Lawrence County, Pennsylvania.
OTHER REAL PROPERTY
An undivided 5.76% interest as tenant in common in a
parcel of land containing 97.821 acres, located in Greene
Township, Beaver County, Pennsylvania recorded in Beaver County
Deed Book 1658, Page 398, on July 12, 1995.
An undivided 5.76% interest as tenant in common in a
parcel of land containing 1.33 acres, located in Greene Township,
Beaver County, Pennsylvania, recorded in Beaver County Deed Book
1683, Page 842, on December 28, 1995.
Parcel of land containing 1.033 acres, located in
Springfield Township, Mercer County, Pennsylvania, recorded in
Mercer County Deed Book 96DR, Page 433, on January 3, 1996.
Parcel of land containing 1.5 acres, located in
Marshall Township, Allegheny County, Pennsylvania, recorded in
Allegheny County Deed Book 9639, Page 380, on May 8, 1995.
Parcel of land containing 1.43 acres, located in
Delaware Township, Mercer County, Pennsylvania, recorded in
Mercer County Deed Book 96DR, Page 1685, on August 28, 1996.
An undivided 5.76% interest as tenant in common in a
parcel of land containing .07 acres, located in Shippingport
Borough, Beaver County, Pennsylvania, recorded in Beaver County
Deed Book 1741, Page 622, on December 4, 1996.
An undivided 5.76% interest as tenant in common in a
parcel of land containing 64.698 acres, located in Greene
Township, Beaver County, Pennsylvania, recorded in Beaver County
Deed Book 1743, Page 97, on December 5, 1996.
An undivided 5.76% interest as tenant in common in a
parcel of land containing 147.98 acres, located in Greene
Township, Beaver County, Pennsylvania, recorded in Beaver County
Deed Book 1751, Page 626, on February 4, 1997.
An undivided 5.76% interest as tenant in common in a
parcel of land containing 0.43 acres, located in Shippingport
Borough, Beaver County, Pennsylvania, recorded in Beaver County
Deed Book 1757, Page 673, on March 31, 1997.
Signed for identification
Randy Scilla
--------------------------
Randy Scilla
Assistant Secretary
PENNSYLVANIA POWER COMPANY
P. DeFelice
---------------------------
P. DeFelice
Vice President
CITIBANK, N.A.
[CONFORMED WITH RECORDATION DATA]
PENNSYLVANIA POWER COMPANY
to
CITIBANK, N.A.,
As Trustee
Forty-fifth Supplemental
Indenture
Providing among other things for
FIRST MORTGAGE BONDS
Guarantee Series A 1997 due 2027
Guarantee Series B 1997 due 2027
Dated as of June 1, 1997
RECORDING AND FILING DATA
Forty-fifth Supplemental Indenture
Recorded in the Offices of the Recorders of Deeds as follows:
Mortgage Book
----------------------------
Name of County Date Volume No. Page No.
-------------- ---- ---------- --------
PENNSYLVANIA
Allegheny July 7, 1997 16752 199
Beaver July 7, 1997 1495 837
Butler July 7, 1997 2755 715
Crawford July 7, 1997 348 1158
Lawrence July 7, 1997 1360 406
Mercer July 7, 1997 97 MR 09134
Venango July 7, 1997 80 611
OHIO
Belmont July 10, 1997 677 719
Clark July 10, 1997 868 251
Jefferson July 11, 1997 237 666
Lake July 10, 1997 Instrument No. 970023744
Lorain July 10, 1997 Instrument No. 477631 Film No.1231
Monroe July 10, 1997 33 242
Trumbull July 10, 1997 1133 930
Filed with the Secretary of the Commonwealth of
Pennsylvania on July 3, 1997, as part of amendment to Financing
Statement--File No. 00900172.
Filed with the Secretary of the State of Ohio on July
10, 1997, as part of Financing Statement No. AN80555.
Filed in Belmont County, Ohio, on July 10, 1997, as
part of Financing Statement No. 9700096046.
Filed in Clark County, Ohio, on July 10, 1997, as part
of Financing Statement No. 9700002554.
Filed in Jefferson County, Ohio, on July 10, 1997, as
part of Financing Statement No. 83092.
Filed in Lake County, Ohio, on July 10, 1997, as part
of Financing Statement No. 97195196.
Filed in Lorain County, Ohio, on July 10, 1997, as part
of Financing Statement No. 477630.
Filed in Trumbull County, Ohio, on July 10, 1997, as
part of Financing Statement No. 970020409.