MONONGAHELA POWER COMPANY
TO
CITIBANK, N.A.,
Trustee
______________
Supplemental Indenture
Dated as of
______________
First Mortgage Bonds, Series Due
1
SUPPLEMENTAL INDENTURE, dated as of , 200 ,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
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 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.
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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 OFSERIES
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
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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 , 200 , whichever is later. Not
withstanding 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 , 200 .
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......................... $..........................
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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
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[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 "In
denture"), 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 reg
istered 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
200 , 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":
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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
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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 in
corporators, stockholders, directors or officers being released by every
owner hereof by the acceptance of this Bond and as part of the consider
ation 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
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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 OfSeries
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.
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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 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000.
PART VI
Miscellaneous Provisions
For all purposes hereof, all terms contained in this Supplemental In
denture shall, except as the context may otherwise require or as provided
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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
00
Xxxxx xx Xxx Xxxx
Xxxxxx xx Xxx Xxxx, 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 200
before me, the subscriber, personally appeared , of MONONGAHELA
POWER COMPANY, a corporation, who signed the writing above, bearing date as
of the day of , 200 , 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 , 200 .
................................
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 200
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 , 200 , 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 , 200 .
...................................
Notary Public
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[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
, 200 ; 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 , 200
.................................
Notary Public
[NOTARIAL SEAL]
