(CONFORMED WITH RECORDATION DATA)
PENNSYLVANIA POWER COMPANY
to
CITIBANK, N.A.,
As Trustee
Forty-sixth Supplemental
Indenture
Providing among other things for
FIRST MORTGAGE BONDS
Guarantee Series A of 1998 due 2028
Dated as of June 1, 1998
FORTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of June 1,
1998, 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,
as of September 1, 1995 and as of June 1, 1997 (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-Sixth 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 1998 due 2028" (hereinafter sometimes referred to as
the "bonds of the 2028 Series"), the bonds of which are to bear
interest at the same rate as that of the Beaver County
Industrial Authority Exempt Facilities Revenue Bonds, 5.375%
1998 Series A (Shippingport Project) referred to herein, and are
to mature on June 1, 2028.
AND WHEREAS each of the bonds of the 2028 Series and the
Trustee's Authentication Certificate thereon are to be
substantially in the following form, to wit:
[FORM OF BOND OF THE 2028 SERIES]
[FACE]
This Bond is not transferable except to a successor trustee
under the Trust Indenture, dated as of June 1, 1998, between the
Beaver County Industrial Development Authority and Chase
Manhattan Trust Company, National Association, as Trustee, or in
connection with the rights and remedies of the holder hereof
consequent upon an "Event of Default" as defined in the
Indenture referred to herein.
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1998 due 2028
$ 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 June 1, 2028, and to pay the
registered holder hereof interest on said sum from the Initial
Interest Accrual Date (hereinbelow defined) at the rate of five
and three eighths 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, or in the City of Akron, State of Ohio,
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 ................................
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
[FORM OF BOND OF THE 2028 SERIES]
[REVERSE]
PENNSYLVANIA POWER COMPANY
First Mortgage Bond, Guarantee Series A of 1998 due 2028
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, 1998, between Beaver County Industrial Development Authority
and Chase Manhattan Trust Company, National Association, as
trustee (such trustee and any successor trustee being
hereinafter referred to as the "Revenue Bond Trustee"),
securing, among other bonds, $1,733,896 of Exempt Facilities
Revenue Bonds, 5.375% 1998 Series A (Shippingport Project) which
have been issued on behalf of the Company (the "Revenue Bonds"),
stating that the principal amount of all the Revenue 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 Revenue Bonds and the date from
which interest on the Revenue 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 Revenue 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 Revenue 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 Revenue Bonds becoming due and payable on the maturity
date of the bonds of this series, the date from which unpaid
interest on the aforesaid Revenue 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 Revenue 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, if higher,
any authorized multiple of $1.00. 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 2028 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 $1,733,896 principal amount of bonds of the 2028 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 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 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 1998 due 2028, 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 2028 Series shall mature on June 1, 2028. The
bonds of the 2028 Series may be issued only as registered bonds
without coupons in denominations of $1,000 or, if higher, in
such multiples of $1.00 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 2028 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 2028 Series shall bear
interest from the Initial Interest Accrual Date (as defined in
the form of the bonds of the 2028 Series hereinabove set forth)
at the rate of 5.375% 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 2028 Series shall be exchangeable and
transferable as and to the extent set forth in the form thereof
hereinbefore set forth.
The bonds of the 2028 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 2028 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 Revenue 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 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 Revenue 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 2028 Series shall
have the meanings specified in the form thereof hereinabove set
forth. Redemption of the bonds of the 2028 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 Revenue 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 2028 Series provided
for herein) and no redemption of the bonds of the 2028 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 2028 Series shall be deemed to be
paid and no longer outstanding under the Indenture to the extent
that Revenue 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 2028 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
Jack E. Reed 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: /s/ Jack E. Reed
---------------------------
Jack E. Reed
Vice President
ATTEST:
By: /s/ Robert P. Wushinske
------------------------------------
Robert P. Wushinske
Secretary
[Seal]
Signed, sealed and delivered by
PENNSYLVANIA POWER COMPANY
in the presence of:
/s/ Angeline Comparone
- ---------------------------------
Angeline Comparone
/s/ Sylvia M. Rashid
- ---------------------------------
Sylvia M. Rashid
CITIBANK, N.A.
as Trustee as aforesaid,
By: /s/ P. DeFelice
---------------------------
P. DeFelice
Vice President
ATTEST:
By: /s/ Carol Ng
-------------------------
Carol Ng
Vice President
[Seal]
Signed, sealed and delivered by
CITIBANK, N.A.
in the presence of:
/s/ Nancy Forte
- ----------------------------
Nancy Forte
/s/ Wafaa Orfy
- ----------------------------
Wafaa Orfy
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
BE IT REMEMBERED that, on the 5th day of June, 1998, before
me, the undersigned, a Notary Public in said County of Lawrence,
Commonwealth of Pennsylvania, personally appeared Robert P.
Wushinske, 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 Jack E. Reed 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 5th day of June, 1998.
[SEAL] /s/ Robert P. Wushinske
---------------------------------
Robert P. Wushinske, Secretary
/s/ Donna S. Mathieson
---------------------------------
Donna S. Mathieson, Notary Public
NOTARIAL SEAL
DONNA S. Mathieson, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires Nov. 23, 1998
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
I HEREBY CERTIFY that, on this 5th day of June, 1998,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared Jacke E. Reed, 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]
/s/ Donna S. Mathieson
-----------------------------------
Donna S. Mathieson, Notary Public
NOTARIAL SEAL
DONNA S. Mathieson, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires Nov. 23, 1998
COMMONWEALTH OF PENNSYLVANIA )
: ss.:
COUNTY OF LAWRENCE )
On the 5th day of June, 1998, before me, personally came
Jack E. Reed, to me known, who, being by me duly sworn, did
depose and say that he resides at 3487 Pheasant Chase,
Hermitage, Pennsylvania 16148; 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]
/s/ Donna S. Mathieson
----------------------------
Donna S. Mathieson, Notary Public
NOTARIAL SEAL
DONNA S. Mathieson, Notary Public
New Castle, Lawrence Co., PA
My Commission Expires Nov. 23, 1998
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
BE IT REMEMBERED that, on the 4th day of June, 1998, 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 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 4th day of June, 1998.
/s/ Carol Ng
----------------------------
[SEAL] Carol Ng, Vice President
/s/ Doris Ware
-----------------------------
Doris Ware
Notary Public, State of New York
No. 01WA5017241
Qualified in Queens County
Commission Expires September 7, 1999
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
I HEREBY CERTIFY that, on this 4th day of June, 1998,
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.
/s/ Doris Ware
---------------------------
Doris Ware
Notary Public, State of New York
No. 01WA5017241
Qualified in Queens County
Commission Expires September 7, 1999
[SEAL]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 4th day of June, 1998, 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.
/s/ Doris Ware
---------------------------
Doris Ware
Notary Public, State of New York
No. 01WA5017241
Qualified in Queens County
Commission Expires September 7, 1999
[SEAL]
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: /s/ P. DeFelice
------------------------
P. DeFelice
Vice President
(..continued)