EXHIBIT 4(e)
MONONGAHELA POWER COMPANY
TO
CITIBANK, N.A.,
Trustee
______________
Supplemental Indenture
Dated as of
______________
First Mortgage Bonds, Series Due
SUPPLEMENTAL INDENTURE, dated as of , 19 , between
MONONGAHELA POWER COMPANY, a corporation organized and existing under
the laws of the State of Ohio (hereinafter called the "Company"), party of the
first part, and CITIBANK, N.A. (formerly First National City Bank, into which
First National City Trust Company, formerly City Bank Farmers Trust Company,
was merged on January 15, 1963, and which has succeeded to First National City
Trust Company, as Trustee under the Indenture hereinafter referred to), a
national banking association incorporated and existing under the laws of the
United States of America (hereinafter called the "Trustee"), as Trustee under
the Indenture dated as of August 1, 1945, hereinafter mentioned, party of the
second part;
Monongahela Power Company, a West Virginia corporation and a predecessor
of the Company, has heretofore executed and delivered to the City Bank Farmers
Trust Company its Indenture (hereinafter sometimes called the "Original
Indenture"), dated as of August 1, 1945, which Indenture has been supplemented
by indentures supplemental thereto, numbered First through ,
respectively.
First Mortgage Bonds are presently outstanding under the Original
Indenture, as heretofore supplemented, as follows:
Principal
Series Amount
6 1/2% Series Due 1997. . . . . . . . . . . . . . . . . . . . . $15,000,000
5 5/8% Series Due 2000. . . . . . . . . . . . . . . . . . . . . $65,000,000
7 3/8% Series Due 2002 . . . . . . . . . . . . . . . . . . . . . 25,000,000
7 1/4% Series Due 2007 . . . . . . . . . . . . . . . . . . . . . 25,000,000
8 5/8% Series Due 2021 . . . . . . . . . . . . . . . . . . . . . 50,000,000
8 1/2% Series Due 2022 . . . . . . . . . . . . . . . . . . . . . 65,000,000
8 3/8% Series Due 2022 . . . . . . . . . . . . . . . . . . . . . 40,000,000
7 5/8% Series Due 2025. . . . . . . . . . . . . . . . . . . . . . 70,000,000
Under the Original Indenture, as heretofore supplemented, any new series of
bonds may at any time be established by the Board of Directors of the Company
and certain terms and provisions thereof may be described by an appropriate
supplemental indenture.
Under the Original Indenture, as heretofore supplemented, the Company and
the Trustee may enter into a supplemental indenture for the purpose of modifying
any of the provisions of the Original Indenture, as previously supplemented,
provided such modification does not impair any of the rights of the then holders
of outstanding Bonds or of the Trustee.
The Company proposes to create under the Original Indenture, as heretofore
supplemented and as supplemented hereby, a new series of Bonds to be designated
First Mortgage Bonds, % Series Due (the " Series").
All conditions and requirements necessary to authorize the execution,
delivery and recording of this Supplemental Indenture and to make it a valid,
binding and legal instrument have been met, performed and fulfilled.
Now, Therefore, This Supplemental Indenture Witnesseth:
That, in consideration of the premises and of the mutual covenants herein
contained and of the acceptance of this trust by the Trustee and of the sum of
One Dollar duly paid by the Trustee to the Company at or before the time of the
execution of this Supplemental Indenture, and of other valuable considerations,
the receipt whereof is hereby acknowledged, it is hereby covenanted, declared,
and agreed by and between the parties hereto, for the benefit of those who shall
hold the bonds, or any of them, issued or to be issued under the Indenture, as
follows:
PART I
DESCRIPTION OF BONDS OF SERIES
SECTION 1. The Bonds of Series shall, subject to the provisions
of Section 1 of Article II of the Original Indenture, be designated as "First
Mortgage Bonds, % Series Due " of the Company and shall be executed,
authenticated and delivered in accordance with the provisions of, and, except as
hereinafter provided, shall in all respects be subject to all of the terms,
conditions and covenants of the Original Indenture as supplemented. The
signatures of the officers executing the Bonds of Series on behalf
of the Company and attesting to the facsimile of its corporate seal thereon
may be facsimile.
The Bonds of Series shall be registered Bonds without coupons of the
denominations of $1,000 and any multiple of $1,000, appropriately numbered. The
Bonds of Series shall mature , and shall bear interest
at the rate of % per annum, payable semi-annually on the day of
and the day of in each year (each such and being hereinafter
called an "interest payment date"). The Bonds of Series shall be
payable as to principal and interest 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, and shall be payable (as well the interest as the principal
thereof) at the agency of the Company in the Borough of Manhattan, The City of
New York.
The interest so payable on any interest payment date shall be paid to the
persons in whose names the Bonds of Series are registered at the
close of business on the last business day (hereinafter called "record date")
which is more than ten days prior to such interest payment date, a "business
day" being any day that is not a day on which banks in The City of New York
are authorized by law or executive order to close; except that if the Company
shall default in the payment of any interest due on such interest payment date,
such defaulted interest shall be paid to the persons in whose names the Bonds
of Series are registered on the date of payment of such defaulted
interest.
Except as provided hereinafter and in Section 10 of Article II of the
Original Indenture, every Bond of Series shall be dated as of the date
of its authentication and delivery or, if that is an interest payment date, the
next day, and shall bear interest from the interest payment date next
preceding its date or , 19 , whichever is later. Notwithstanding
Section 6 of Article II of the Original Indenture and except as provided in
Section 10 of such Article II, any Bond of Series authenticated and
delivered by the Trustees after the close of business on the record date with
respect to any interest payment date and prior to such interest payment date
shall be dated as of the date next following such interest payment date and
shall bear interest from such interest payment date; except that if the Company
shall default in the payment of any interest due on such interest payment date,
such Bond shall bear interest from the next preceding interest payment date to
which interest has been paid or, if no interest has been paid on such Bond,
from , 19 .
SECTION 2. The Bonds of Series and the Trustee's authentication
certificate shall be substantially in the following forms, respectively:
[FORM OF BOND]
MONONGAHELA POWER COMPANY
(Incorporated under the laws of the State of Ohio)
First Mortgage Bond, % Series Due
No. R......................... $..........................
MONONGAHELA POWER COMPANY, a corporation organized and existing
under the laws of the State of Ohio (hereinafter called the "Company", which
term shall include any successor corporation as defined in the Indenture
hereinafter referred to), for value received, hereby promises to pay to
or registered assigns, on the day of , the sum of
dollars, 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, and to pay interest thereon in like coin or currency from the day
of or next preceding the date of this Bond at the rate of percent ( %)
per annum, payable semi-annually, on the days of and
in each year until maturity, or, if this Bond shall be duly called for
redemption, until the redemption date, or, if the Company shall default in the
payment of the principal hereof, until the Company's obligation with respect
to the payment of such principal shall be discharged as provided in the
Indenture hereinafter mentioned. The interest so payable on any or will,
subject to certain exceptions provided in such Indenture, be paid to the
person in whose name this Bond is registered at the close of business on the
last business day which is more than ten days prior to such or .
Principal of, premium (if any) and interest on this Bond are payable at the
agency of the Company in the Borough of Manhattan, The City of New York.
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 entitled to any benefit under the Indenture or any
indenture supplemental thereto, or become valid or obligatory for any purpose,
until Citibank, N.A., the Trustee under the Indenture, or a successor trustee
thereto under the Indenture, shall have signed the form of certificate
endorsed hereon.
In Witness Whereof, Monongahela Power Company has caused a facsimile of
its corporate seal and the facsimile signatures of its duly authorized officers
to be hereto affixed.
Dated:
MONONGAHELA POWER COMPANY,
By .......................
President
[Corporate Seal]
Attest:
.................................
Secretary
[FORM OF REVERSE OF BOND]
This Bond is one of a duly authorized issue of Bonds of the Company (herein
called the "Bonds"), unlimited in aggregate principal amount, of the series
hereinafter
specified, all issued and to be issued under and equally secured by an
indenture, dated as of August 1, 1945, executed by the Company to City Bank
Farmers Trust Company, now Citibank, N.A. (herein called the "Trustee") (said
indenture being herein called the "Indenture"), to which Indenture and all
indentures supplemental thereto (including the Supplemental
Indenture hereinafter referred to) reference is hereby made for a description
of the properties mortgaged and pledged, the nature and extent of the security,
the rights of the registered owners of the Bonds and of the Trustee in respect
thereto, and the terms and conditions upon which the Bonds are, and are to be,
secured. To the extent permitted by, and as provided in, the Indenture,
modifications or alterations of the Indenture, or of any indenture supplemental
thereto, and of the rights and obligations of the Company and of the holders of
the Bonds may be made with the consent of the Company by an affirmative vote of
not less than 75% in amount of the Bonds entitled to vote then outstanding, at a
meeting of Bondholders called and held as provided in the Indenture, and by an
affirmative vote of not less than 75% in amount of the Bonds of any series
entitled to vote then outstanding and affected by such modification or
alteration, in case one or more but less than all of the series of Bonds then
outstanding under the Indenture are so affected; provided, however, that no
such modification or alteration shall be made which will affect the terms of
payment of the principal of, or interest on, this Bond, which are unconditional.
The Bonds may be issued in series, for various principal sums, may mature at
different times, may bear interest at different rates and may otherwise vary
as provided in the Indenture. This Bond is one of a series designated as "First
Mortgage Bonds, % Series Due " of the Company, issued under and
secured by the Indenture and all indentures supplemental thereto and described
in an indenture supplemental thereto (herein called the "
Supplemental Indenture"), dated as of 19 , executed by the Company
to the Trustee.
The Bonds of this Series are subject to redemption [at any time or times,
(a) upon payment of a Special Redemption Price of 100% of the principal amount
so redeemed, in case of redemption pursuant to Section 7 of Article VIII of the
Indenture, or (b) at any time on or after , as a whole or in part
by a lot at the option of the Company upon payment of the applicable percentage
of the principal amount so redeemed set forth below under the heading "Regular
Redemption Price":
If redeemed If redeemed
during during
12 months Regular 12 months Regular
beginning Redemption beginning Redemption
Price Price
__________, __________ __________, __________
together, in each case, with accrued interest to the redemption date; all
subject to the conditions and as more fully set forth in the Indenture and the
Supplemental Indenture and to the conditions that (i) prior to
, , the Company may not redeem any of the Bonds of this
Series at the Regular Redemption Price directly or indirectly with or in
anticipation of moneys borrowed at an interest cost to the Company (calculated
in accordance with accepted financial practice) of less than % per annum] and
(ii) redemptions of the Bonds of this Series during each 12-month period
beginning April 30 at the Special Redemption Price pursuant to the method
specified in (a) above may not exceed the greater of (a) 1% of the aggregate
principal amount ($ ) of the Bonds of this Series originally issued or
(b) the lowest percentage so redeemed (zero, if none are redeemed) of Bonds of
any other series then redeemable pursuant to such method during such period
relative to the respective aggregate principal amount of Bonds of such series
originally issued.
Notice of any such redemption shall be mailed by the Company, postage
prepaid, not less than thirty and no more than sixty days prior to the date of
redemption, to the owner of this Bond at such owner's address as the same shall
appear on the transfer register of the Company. Any notice so mailed shall be
conclusively presumed to have been duly given, whether or not the owner
receives it.
In case an event of default, as defined in the Indenture, shall occur, the
principal of all the Bonds at any such time outstanding under the Indenture
may be declared or may become due and payable, upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may in certain events be waived by the holders of a
majority in principal amount of the Bonds outstanding.
This Bond is transferable by the registered owner hereof, in person or by
duly authorized attorney, on the books of the Company to be kept for that
purpose at the agency of the Company in the Borough of Manhattan, The City of
New York, upon surrender and cancellation of this Bond and on presentation of a
duly executed written instrument of transfer, and thereupon a new Bond or Bonds
of the same series, of the same aggregate principal amount and in authorized
denominations will be issued to the transferee or transferees in exchange
therefor; and this Bond, with or without others of like series, may in like
manner by exchanged for one or more new Bonds of the same series of other
authorized denominations but of the same aggregate principal amount; all upon
payment of the charges and subject to the terms and conditions set forth in the
Indenture.
No recourse shall be had for the payment of the principal of, or the
interest on, this Bond, or for any claim based hereon or on the Indenture or
any indenture supplemental thereto, against any incorporator, or against any
stockholder, director or officer, past, present or future, of the Company, as
such, or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor
corporation, whether for amounts unpaid on stock subscriptions or by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability, whether at common law,
in equity, by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner hereof by the
acceptance of this Bond and as part of the consideration for the issue hereof,
and being likewise released by the terms of the Indenture.
[FORM OF TRUSTEE'S CERTIFICATE]
This is one of the Bonds, of the series designated therein, described in the
within-mentioned Indenture and the Supplemental Indenture.
Citibank, N.A., as Trustee,
By .....................................
Authorized Signature
SECTION 3. Until Bonds of Series in definitive form are ready for
delivery, the Company may execute, and upon its request in writing the Trustee
shall authenticate and deliver, in lieu thereof, Bonds of Series in
temporary form, as provided in Section 9 of Article 11 of the Original
Indenture. Such Bonds of Series in temporary form may, In lieu of the
statement of the specific redemption prices required to be set forth in such
Bonds in definitive form, include a reference to this Supplemental Indenture
for a statement of such redemption prices.
PART II
Issue Of Bonds Of Series
SECTION 1. The principal amount of Bonds of Series which may be
authenticated and delivered hereunder is not limited.
SECTION 2. Bonds of Series for the aggregate principal amount of
Million Dollars ($ ,000,000), being the initial issue of Bonds of
Series, may forthwith be executed by the Company and delivered to the Trustee
and shall be authenticated by the Trustee and delivered (either before or
after the filing or recording hereof) to or upon the order of the designated
officer or officers of the Company, upon compliance by the Company with the
appropriate provisions and requirements of Articles III and XVIII of the
Original Indenture.
PART III
Redemption
SECTION 1. The Bonds of Series shall be redeemable as set forth
in the form of Bond of Series included in Section 2 of Part I
hereof and in accordance with Article V of the Original Indenture.
SECTION 2. In case the Company shall desire to exercise its right to redeem
Bonds of Series, notice of redemption shall be mailed by the Company,
postage prepaid, not less than thirty days and not more than sixty days prior to
the date of redemption, to the owners of the Bonds to be redeemed, as a whole
or in part, at their addresses as the same shall appear on the transfer
register of the Company. Any notice so mailed shall be conclusively presumed
to have been duly given, whether or not the owner receives it. In any case,
failure duly to give notice by mail, or defect in the notice, to the owner
of any such Bond shall not affect the validity of the proceedings for the
redemption of any other Bond.
PART IV
COVENANTS AND CONSENTS
The Company hereby agrees that redemptions of Bonds of Series during any
12-month period beginning April 30 pursuant to Section 7 of Article VIII of the
Original Indenture may not exceed the greater of (a) 1% of the aggregate
principal amount ($ ) of the Bonds of Series originally issued or
(b) the lowest percentage so redeemed (zero, if none are redeemed) of any
other series of Bonds then redeemable pursuant to such method during such 12-
month period relative to the respective aggregate principal amount of Bonds of
such other series originally issued.
PART V
The Trustee
The Trustee hereby accepts the trust hereby declared and provided, and
agrees to perform the same upon the terms and conditions set forth in the
Original Indenture, as theretofore supplemented and as supplemented by this
Supplemental Indenture, and upon the following terms and conditions:
The Trustee shall not be responsible in any manner whatsoever 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
contained herein, all of which recitals are made by the Company solely.
The present address of the Trustee is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.
PART VI
Miscellaneous Provisions
For all purposes hereof, all terms contained in this Supplemental Indenture
shall, except as the context may otherwise require or as provided herein, have
the meanings given to such terms in Article I of the Original Indenture. The
Supplemental Indentures referred to herein are indentures supplemental to the
Original Indenture.
This Supplemental Indenture may be simultaneously executed in any number of
counterparts, each of which when so executed shall be deemed to be an original;
but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, said Monongahela Power Company has caused this
Supplemental Indenture to be executed on its behalf by its Chief Executive
Officer, its President or one of its Vice Presidents and its corporate seal to
be hereto affixed and said seal to be attested by its Secretary or one of its
Assistant Secretaries; and said Citibank, N.A., as Trustee as aforesaid, in
evidence of its acceptance of the trust hereby created, has caused this
Supplemental Indenture to be executed on its behalf by one of its Vice
Presidents, and its corporate seal to be hereto affixed and said seal and this
Supplemental Indenture to be attested by one of its Senior Trust Officers,
all as of the day of One thousand nine hundred and .
MONONGAHELA POWER COMPANY
By ..................................................
Vice President
[SEAL]
Attested:
...........................................
Secretary
CITIBANK, N.A.,
As Trustee as aforesaid
By...................................................
Vice President
[SEAL]
Attested:
...........................................
Senior Trust Officer
State of New York
County of New York, to wit:
I, a Notary Public of the State of New York, in and for the County of New
York, do certify that on this day of in the year 19 before
me, the subscriber, personally appeared , of MONONGAHELA
POWER COMPANY, a corporation, who signed the writing above, bearing date as of
the day of , 19 , for said corporation, and has this day in my
said County, before me, acknowledged the said writing to be the act and deed of
said corporation.
Given under my hand and notarial seal this day of , 19 .
.................................................
Notary Public
[NOTARIAL SEAL]
State of New York
County of New York, to wit:
I, a Notary Public of the State of New York, in and for the County of New
York, do certify that on this day of in the year 19
before me, the subscriber, personally appeared , a Vice President of CITIBANK,
N.A., a national banking association incorporated and existing under the laws of
the United States of America, who signed the writing above, bearing date as of
the day of , 19 , for said corporation, and has this day in
my said County, before me, acknowledged the said writing to be the act and
deed of said corporation.
Given under my hand and notarial seal this day of , 19 .
.....................................................
Notary Public
[NOTARIAL SEAL]
State of New York }
County of New York } ss.:
, of full age, being duly sworn according to law, on his oath deposes
and says: that Citibank, N.A., a national banking association incorporated and
existing under the laws of the United States of America, is the Trustee named in
the foregoing Supplemental Indenture, dated as of , 19 ; that
deponent is Vice President of said Trustee, and is duly authorized to make this
affidavit and is the duly authorized agent of said Trustee, and, as such Vice
President, had charge of the execution and delivery on behalf of said Trustee of
said Supplemental Indenture and is the agent of said Trustee for the purpose
of perfecting the same and that the consideration in said Supplemental
Indenture is true and bona fide as therein set forth.
.................................
Subscribed and sworn to before me this
day of , 19
.................................
Notary Public
[NOTARIAL SEAL]
