EXHIBIT 4(e)
WEST PENN POWER COMPANY
TO
THE CHASE MANHATTAN BANK
(National Association),
as Trustee
_____________
Supplemental Indenture
Dated as of _____________
First Mortgage Bonds, Series _____________
_____________
Supplemental to First Mortgage
Dated March 1, 1916
SUPPLEMENTAL INDENTURE, dated as of _______________,
between WEST PENN POWER COMPANY, a corporation organized and
existing under the laws of the Commonwealth of Pennsylvania
(hereinafter called the "Company"), having its principal
office at 000 Xxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx
Xxxxxx, Xxxxxxxxxxxx, party of the first part, and THE CHASE
MANHATTAN BANK, a national banking association existing
under the laws of the United States of America, as Trustee
under the First Mortgage hereinafter mentioned (hereinafter
called the "Trustee"), having its principal corporate trust
office at 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, party of the second part.
The Company has heretofore executed and delivered its
First Mortgage, dated March 1, 1916, to The Equitable Trust
Company of New York, as Trustee, to secure an issue of First
Mortgage Bonds of the Company, issuable in series and said
First Mortgage has been supplemented by indentures
supplemental thereto, including the Supplemental Indentures
dated as of March 1, 1940, May 1, 1944, March 1, 1948, March
1, 1949, October 1, 1949, April 1, 1952, April 1, 1954, July
1, 1957, March 1, 1962, December 1, 1965, July 1, 1980,
February 1, 1991, December 1, 1991, August 1, 1992,
September 1, 1992, June 1, 1993, June 1, 1993, August 1,
1994, and May 1, 1995 (said First Mortgage as so
supplemented being hereinafter called the "Original
Indenture").
The Chase National Bank of the City of New York was the
successor by consolidation to The Equitable Trust Company of
New York and the Trustee is successor by merger to The Chase
National Bank of the City of New York and as such has become
and now is the Trustee under the Original Indenture.
In accordance with the terms and provisions of the
Original Indenture there have been issued and are now
outstanding thereunder $_______ principal amount of First
Mortgage Bonds consisting of:
Principal Amount Series Maturing
$100,000,000 Series FF, 8-7/8% Feb. 1, 2021
70,000,000 Series GG, 7-7/8% Dec. 1, 2004
45,000,000 Series HH, 7-3/8% Aug. 1, 2007
135,000,000 Series II, 7-7/8% Sept. 1, 2022
102,000,000 Series JJ, 5-1/2% June 1, 1998
80,000,000 Series KK, 6-3/8% June 1, 2003
65,000,000 Series LL, 8-1/8% Aug. 1, 2024
30,000,000 Series MM, 7-3-4% May 1, 1025
The Company proposes to issue and sell for cash
$________________ principal amount of a new series of First
Mortgage Bonds, to mature ___________, to bear interest from
_______________, at the rate of ______% per annum, to be
designated as First Mortgage Bonds Series __, _______%
(hereinafter sometimes called the "Bonds of Series __"), to
be issued only in fully registered form, and to be issued
under Sections 3 or 8 of Article I of the Original
Indenture, and the Company has duly authorized such issue
and sale.
The Company, pursuant to resolutions ofits Board of Directors,
has duly resolved and determined to execute this
Supplemental Indenture for the purpose
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of entering into certain
covenants in addition to the covenants contained in the Original
Indenture, such additional covenants to remain in force and
effect as long, but only as long, as any of said Bonds of Series
___remain outstanding under the Original Indenture.
All conditions and requirements necessary to make this
Supplemental Indenture a valid and legally binding instrument
have been done, performed and fulfilled and the execution and
delivery hereof have been in all respects duly authorized.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That West Penn Power Company, for itself and its successors,
in consideration of the premises and of One Dollar, to it duly
paid by the Trustee at or before the ensealing and delivery of
these presents, the receipt whereof is hereby acknowledged, and
of other good and valuable consideration, hereby covenants and
agrees to and with the Trustee and its successors in the trust
under the Original Indenture, as follows:
PART I
ADDITIONAL ARTICLE
The Original Indenture is hereby supplemented as provided in
this Part I by adding thereto the following new article, to be
added after Article II __ of the Original Indenture:
ARTICLE II ___
The term Original Indenture as used in this Article means
the First Mortgage of the Company, dated March 1, 1916, as
supplemented prior to the date of this Supplemental Indenture by
indentures supplemental thereto, including the Supplemental
Indentures dated as of March 1, 1940, May 1, 1944, March 1, 1948,
March 1, 1949, October 1, 1949, April 1, 1952, April 1, 1954,
July 1, 1957, March 1, 1962, December 1, 1965, July 1, 1980,
February 1, 1991, December 1, 1991, August 1, 1992, September 1,
1992, June 1, 1993, June 1, 1993, August 1, 1994, and May 1,
1995. Unless otherwise indicated, all references in this Article
to Articles and Sections are to Articles and Sections of the
Original Indenture.
The Company hereby covenants, as long, but only as long, as
any of the First Mortgage Bonds, Series ___, ______% of the
Company remain outstanding, as follows:
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SECTION 1. Whether or not the Bonds of Series FF, GG, HH,
II, JJ, KK, LL, and MM issued under the Original Indenture remain
outstanding, the covenants contained in Section 1 of Article II
B, Section 6 of Article II E, Sections 4, 5 and 6 of Article II F
and Section 6 of Article II G shall remain in full force and
effect.
SECTION 2. No permanent improvements, extensions or
additions to or about the plants or property of the Company made
prior to December 1, 1948 in excess of an aggregate of $3,600,000
of such permanent improvements, extensions or additions,
calculated on the basis of the actual cash cost or fair value to
the Company, whichever is less, shall be used as the basis for
the issuance of bonds or the withdrawal of cash under any
provisions of the Original Indenture or as a credit against the
Renewal and Replacement Fund provided for in Section 4 of Article
IIG (the "Renewal and Replacement Fund"). In connection with any
request to the Trustee for any such authentication and delivery
of bonds or such withdrawal of cash or in connection with any
such taking by the Company of any such credit, the Company shall
furnish to the Trustee a certificate signed by the President or a
Vice President of the Company containing an appropriate statement
evidencing compliance with the provisions of this Section. Such
certificate shall comply with the requirements of Section 5 of
Article V A. In lieu of furnishing such a separate certificate,
such statement may be included in another certificate then being
furnished to the Trustee, signed by the President or a Vice
President of the Company and complying with the requirements of
Section 5 of Article V A.
SECTION 3. The Company hereby agrees that redemptions of
Bonds of Series ___ during any 12-month period beginning ______
pursuant to Article V 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 during such 12-month period
relative to the respective aggregate principal amount of bonds of
such other series originally issued.
PART II
Whether or not any Bonds of Series S issued under the
Original Indenture are outstanding, the amendment of Section 8 of
Article I of the Original Indenture as set forth in Part II of
the aforesaid Supplemental Indenture dated as of March 1, 1962
shall remain in full force and effect as long as any of the Bonds
of Series __ are outstanding.
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PART III
MISCELLANEOUS
The Company, and the holders of Bonds of Series ___, by
their acceptance and holding thereof, hereby consent and agree
that (i) the Company may redeem Bonds of Series ___ or any other
Series on an interest payment day or any other day, (ii) interest
on Bonds of Series ___ or any other Series may be paid to persons
in whose names such bonds are registered on such record date or
dates, and in accordance with such implementing provisions and
with such exceptions thereto, as may be established by the Board
of Directors of the Company in creating the bonds of such Series,
(iii) the Bonds of Series __ and of any other Series may be
executed on behalf of the Company, and its corporate seal may be
attested, by the use of facsimile signatures, and (iv) in
computing "net earnings of the Company applicable to the payment
of interest" under Sections 3 and 8 of Article I, no deduction
shall be made for any income, excess profits or other taxes
measured by or dependent on income.
The recitals contained herein and in the Bonds of Series __
shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness thereof. The
Trustee makes no representation as to the validity of this
Supplemental Indenture. All of the provisions of the Original
Indenture in respect of the rights, privileges, immunities,
powers and duties of the Trustee shall be applicable to this
Supplemental Indenture as fully and with like effect as if set
forth herein in full.
The Company hereby confirms, mortgages and conveys to the
Trustee as security for all bonds heretofore or hereafter issued
hereunder all real estate and other property heretofore mortgaged
or conveyed to the Trustee by the Original Indenture, except
insofar as the property covered thereby may have been or may be
released pursuant to the provisions thereof.
This Supplemental Indenture may be simultaneously executed
in any number of counterparts, each of which shall be an original
and all of which shall together constitute one and the same
instrument.
West Penn Power Company does hereby constitute and appoint
___________________., and ___________________., and each of them,
to be its attorney for it, and in its name, and as and for its
corporate act and deed to acknowledge this Supplemental Indenture
before any person having authority by the laws of the
Commonwealth of Pennsylvania to take such acknowledgment, to the
intent that the same may be duly recorded.
The Chase Manhattan Bank does hereby constitute and appoint
_________________ to be its attorney for it, and in its name, and
as and for its corporate act and deed to acknowledge this
Supplemental Indenture before any person having authority by the
laws of the Commonwealth of Pennsylvania to take such
acknowledgment, to the intent that the same may be duly recorded.
IN WITNESS WHEREOF, WEST PENN POWER COMPANY has caused these
presents to be signed in its corporate name by its Chief
Executive Officer, its President or one of its Vice Presidents
and sealed with its corporate seal, attested by its Secretary or
one of its Assistant Secretaries; and THE CHASE MANHATTAN BANK
has caused these presents to be signed in its corporate name by
one of its Vice Presidents and sealed with its corporate seal,
attested by one of its Assistant Secretaries, all as of the day
and year first above written.
[CORPORATE SEAL] WEST PENN POWER COMPANY
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Attest: By /s/
Vice President
/s/ ________________
Assistant Secretary
Signed, sealed and delivered by
West Penn Power Company in the
presence of:
/s/ _______________
/s/ _______________
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
Attest: By /s/
Vice President
/s/ ________________________
Assistant Secretary
Signed, sealed and delivered by
The Chase Manhattan Bank
in the presence of:
/s/ ______________________
/s/ ______________________
STATE OF NEW YORK
COUNTY OF NEW YORK ss.:
I HEREBY CERTIFY that on this ___th day of ____, 199_,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared _________________, the
attorney for WEST PENN POWER COMPANY and one of the attorneys
named in the foregoing Supplemental Indenture, and by virtue and
in pursuance of the authority therein conferred upon him/her
acknowledged the said Supplemental Indenture to be the act and
deed of said West Penn Power Company.
I FURTHER CERTIFY that I am not a stockholder, director or
official of the said corporation.
WITNESS my hand and notarial seal the day and year
aforesaid.
/s/______________
Notary Public
[NOTARIAL SEAL]
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STATE OF NEW YORK
COUNTY OF ______________ ss.:
I HEREBY CERTIFY that on this __th day of ___________, 199_,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared _____________________,
the attorney for THE CHASE MANHATTAN BANK and the attorney named
in the foregoing Supplemental Indenture, and by virtue and in
pursuance of the authority therein conferred upon him/her
acknowledged the said Supplemental Indenture to be the act and
deed of said The Chase Manhattan Bank.
I FURTHER CERTIFY that I am not a stockholder, director or
official of the said corporation.
WITNESS my hand and notarial seal the day and year
aforesaid.
/s/_______________________
Notary Public
[NOTARIAL SEAL]
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CERTIFICATE OF RESIDENCE
The Chase Manhattan Bank, mortgagee and Trustee within
named, HEREBY CERTIFIES that its official name and its address
are: The Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000.
THE CHASE MANHATTAN BANK
By /s/
Vice President
STATE OF NEW YORK )
COUNTY OF NEW YORK) ss.:
I, ________________, a Notary Public in and for the State
and County of New York, do certify that ____________________
signed the writing above, bearing date the ____ day of
______________, ____, for West Penn Power Company, 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 official seal this
_____th day of ____________.
/s/
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK)
COUNTY OF KINGS ) ss.:
I _________________, Notary Public in and for the State
and County of New York, do certify that __________________ who
signed the writing above, bearing date the ___ day of _________,
for The Chase Manhattan Bank, 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 official seal this ___th day of
________________.
/s/
Notary Public
[NOTARlAL SEAL]
