Common use of POWER COMPANY Clause in Contracts

POWER COMPANY. By ----------------------------- Vice President Attest: ----------------------------- Corporate 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 2021 SERIES] [REVERSE] PENNSYLVANIA POWER COMPANY FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2001 DUE 2021 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 are issued and to be issued in order to provide security to Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation ("the Insurer") in connection with its issuance of a financial guaranty insurance policy (the "Policy") in favor of the holders of the Authority Bonds pursuant to the Insurance Agreement (the "Insurance Agreement") dated as of June 27, 2001 between the Insurer and the Company. In order to provide monies to fund a loan made by the Authority to the Company pursuant to a Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the Authority and the Company (the "Loan Agreement"), the Authority has issued the Authority Bonds under and pursuant to the Authority Indenture. Payments made by the Company of principal and interest on the bonds of this series are intended to be sufficient to reimburse the Insurer for any payments of principal and interest made by the Insurer on the Authority Bonds pursuant to the Policy. The bonds of this series are not transferable except (i) as required to effect an assignment to a successor of the Insurer under the Insurance Agreement or (ii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company.

POWER COMPANY. By ----------------------------- Vice President AttestBy: ----------------------------- Corporate Secretary [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE] TRUSTEE'S AUTHENTICATION -------------------------------- Wendy G. Hargus Xxxxxxxxx Xxxasurer SWEPCO CAPITAL TRUST I By: -------------------------------- Jeffrey D. Cross xx Xxxxxxxxxxtive Trustee EXHIBIT C THIS CERTIFICATE This bond is one IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN Certificate Number C-1 Number of Common Securities ----------------- Certificate Evidencing Common Securities of SWEPCo Capital Trust I Common Securities (Liquidation Amount $1,000 per Common Security) SWEPCo Capital Trust I, a statutory trust created under the laws of the bondsState of Delaware (the "Trust"), hereby certifies that Southwestern Electric Power Company (the "Holder") is the registered owner of _____________ (_______) common securities of the series designated therein, described Trust representing undivided beneficial interests in the within-mentioned Indenture. CITIBANK, N.A. as Trustee, By --------------------------- Authorized Officer [FORM OF BOND OF THE 2021 SERIES] [REVERSE] PENNSYLVANIA POWER COMPANY FIRST MORTGAGE BOND, PLEDGE SERIES A OF 2001 DUE 2021 This bond is one assets of the bonds Trust and designated the Common Securities (Liquidation Amount $1,000 per Common Security) (the "Common Securities"). In accordance with Section 5.10 of the Trust Agreement (as defined below) the Common Securities are not transferable, except by operation of law or as permitted by the Trust Agreement referred to herein, and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of September 1, 2003, as the same may be issued amended from time to time under (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The holder of this certificate is entitled to the benefits of a guarantee by Southwestern Electric Power Company, a Delaware corporation (the "Company"), pursuant to a Guarantee Agreement between the Company and in accordance with and all secured by an indenture The Bank of mortgage or deed of trust New York, as guarantee trustee, dated as of November September 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)2003, as trustee the same may be amended from time to time (hereinafter referred to as the "TrusteeGuarantee"), to which indenture and indentures supplemental thereto (hereinafter referred to collectively as the "Indenture") reference is hereby made for extent provided therein. The Trust will furnish a description copy of the property mortgaged Trust Agreement and pledgedthe Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the nature Holder is bound by the Trust Agreement 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 is entitled 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 are issued and to be issued in order to provide security to Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation ("the Insurer") in connection with its issuance of a financial guaranty insurance policy (the "Policy") in favor of the holders of the Authority Bonds pursuant to the Insurance Agreement (the "Insurance Agreement") dated as of June 27, 2001 between the Insurer and the Company. In order to provide monies to fund a loan made by the Authority to the Company pursuant to a Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the Authority and the Company (the "Loan Agreement"), the Authority has issued the Authority Bonds under and pursuant to the Authority Indenture. Payments made by the Company of principal and interest on the bonds of this series are intended to be sufficient to reimburse the Insurer for any payments of principal and interest made by the Insurer on the Authority Bonds pursuant to the Policy. The bonds of this series are not transferable except (i) as required to effect an assignment to a successor of the Insurer under the Insurance Agreement or (ii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Companybenefits thereunder.

POWER COMPANY. By ----------------------------- --------------------------- Vice President Attest: ----------------------------- Corporate 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 2021 2017 SERIES] [REVERSE] PENNSYLVANIA POWER COMPANY FIRST MORTGAGE BOND, PLEDGE SERIES A B OF 2001 DUE 2021 2017 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 are issued and to be issued in order to provide security to Ambac Assurance Corporation, a Wisconsin domiciled stock insurance corporation corporation, (the "the Insurer") in connection with its issuance of a financial guaranty insurance policy (the "Policy") in favor of the holders of the Authority Bonds pursuant to the Insurance Agreement (the "Insurance Agreement") dated as of June 27, 2001 between the Insurer and the Company. In order to provide monies to fund a loan made by the Authority to the Company pursuant to a Pollution Control Facilities Loan Agreement dated as of June 1, 2001 between the Authority and the Company (the "Loan Agreement"), the Authority has issued the Authority Bonds under and pursuant to the Authority Indenture. Payments made by the Company of principal and interest on the bonds of this series are intended to be sufficient to reimburse the Insurer for any payments of principal and interest made by the Insurer on the Authority Bonds pursuant to the Policy. The bonds of this series are not transferable except (i) as required to effect an assignment to a successor of the Insurer under the Insurance Agreement or (ii) in compliance with a final order of a court of competent jurisdiction in connection with any bankruptcy or reorganization proceeding of the Company.