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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14,
1997
WEST PENN POWER COMPANY
(Exact name of registrant as specified in its charter)
Pennsylvania 1-255-2 13-5480882
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
800 Cabin Hill Drive
Greensburg, Pennsylvania 15601
(Address of principal executive offices)
Registrant's telephone number,
including area code: (412) 837-3000
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Item 5. Other Events.
The Exhibits to this Report listed in Item 7 below
relate to the Registration Statements on Form S-3, No.
33-56260, No. 33-51303, No. 33-59133 and No. 333-34511.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
4(a) Supplemental Indenture, dated as of November 1,
1997, Supplemental to First Mortgage, dated March 1,
1916, between the Registrant and The Chase Manhattan
Bank, Trustee.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
WEST PENN POWER COMPANY
Dated: November 19, 1997 By: /s/ Carole R. Chamberlain
Name: Carole R. Chamberlain
Title: Assistant Secretary
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EXHIBIT INDEX
Item No. 1 4(a) Supplemental Indenture,
dated as of November 1, 1997,
Supplemental to First Mortgage, dated
March 1, 1916, between the Registrant
and The Chase Manhattan Bank, Trustee.
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EXHIBIT 4(A)
WEST PENN POWER COMPANY
TO
THE CHASE MANHATTAN BANK
as Trustee
_____________
Supplemental Indenture
Dated as of November 1, 1997
First Mortgage Bonds, Secured Medium-Term Notes, in Series
_____________
Supplemental to First Mortgage
Dated March 1, 1916
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SUPPLEMENTAL INDENTURE, dated as of November 1, 1997,
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 800 Cabin Hill Drive, Greensburg, Westmoreland
County, Pennsylvania, party of the first part, and THE CHASE
MANHATTAN BANK, a corporation existing under the laws of the
State of New York, as Trustee under the First Mortgage
hereinafter mentioned (hereinafter called the "Trustee"),
having its principal corporate trust office at 450 West 33rd
Street, 15th Floor, New York, New York 10001-2697, 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 $627,000,000 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% August 1, 2024
30,000,000 Series MM, 7-3-4% May 1, 2025
The Company proposes to issue and sell for cash not to
exceed $200,000,000 principal amount of First Mortgage Bonds,
to be issued from time to time in series and to be designated
as First Mortgage Bonds, Secured Medium-Term Notes, Series
___, (all the series are hereinafter sometimes called the
"Bonds of MTN 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 Bonds of MTN Series shall be issued
in
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multiple series, and all Bonds of MTN Series having the
same original issue date, interest rate, stated maturity date
and redemption and repayment terms shall constitute a series
of Bonds for purposes of the Original Indenture.
The Company, pursuant to resolutions of its Board of
Directors, has duly resolved and determined to execute this
Supplemental Indenture for the purpose 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 MTN
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 CC of the Original Indenture:
ARTICLE II DD
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, Secured Medium-Term Notes, of
any 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 MTN Series during any 12-month period beginning May 1
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 MTN 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 MTN Series are outstanding.
PART III
SECTION 1. The Bonds of MTN Series shall be issued and
authenticated from time to time in series in an aggregate
principal amount not to exceed $200,000,000, upon receipt by the
Trustee of a written order or orders of the Company, in the form
attached hereto as Annex A, specifying:
(a) the principal amount of the Bond of such series,
the interest rate of such Bond (which rate shall not exceed
the maximum interest rate in respect of Bonds of MTN Series
set forth in the officers' certificate most recently
delivered to the Trustee pursuant
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to Section 3 of Article I of the Original Indenture) and the
interest payment dates in respect of such Bond (the "Interest
Payment Dates");
(b) the maturity date or dates of such Bond (which
shall be not less than 9 months after the date of issue of
such Bond);
(c) the date or dates, if any, on which such Bond will
be redeemable at the Company's option, and the redemption
price or prices (or the manner of calculation) in respect
thereof;
(d) the date or dates, if any, on which such Bond will
be repayable at the option of the registered holder (the
"Holder"), the repayment price or prices (or the manner of
calculation) in respect thereof and any other relevant terms
of such repayment; and
(e) in the case of a series of a Discount Bond, the
Issue Price. In the case of a Discount Bond, such written
order shall be accompanied by an officers' certificate
setting forth by formula the manner in which the Discount on
such Bond shall accrue, such formula to be consistent with
the method by which Discount shall accrue as set forth on
the reverse of the Form of Bond set forth in Section 2 of
this Part I.
The Bonds of MTN Series shall contain the terms set forth in
such written order or orders (notwithstanding any contrary
provision of the Original Indenture), shall be issued in
registered form without coupons in the denominations of $1,000
and any multiple thereof and, unless otherwise specified in such
order, the Bonds of MTN Series shall be issued in global form,
the depository therefor shall be The Depository Trust Company
("DTC"), such Bonds shall be registered in the name of Cede & Co.
or any other nominee of DTC designated by DTC, and such Bonds
shall be held by the Trustee as custodian for DTC and shall be
exchangeable for certificated Bonds only in the circumstances set
forth in the Legend appearing at the end of Form of Bond set
forth in Section 2 of this Part I. The principal of and premium
(if any) and interest on the Bonds of MTN Series 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,
and shall be payable at the agency of the Company in the Borough
of Manhattan, The City of New York. In no event shall the Bonds
of MTN Series be issued and authenticated at an interest rate
exceeding the maximum interest rate set forth in the officers'
certificate most recently delivered to the Trustee pursuant to
Section 3 of Article I of the Indenture.
Every Bond of MTN Series shall be dated as of the date of
its authentication and delivery, shall bear interest from the
date specified in the Form of Bond set forth in Section 2 of this
Part I, payable on the Interest Payment Dates determined as set
forth in such Form of Bond to the Holders of record thereof on
the Record Dates determined as set forth in such Form of Bond.
Any interest on any Bond of MTN Series which is payable, but
is not punctionally paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith
cease to be payable to the Holder on the relevant Record Date by
virtue of having been
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such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in Clause (1)
or (2) below:
(1) The Company may elect to make payment of any
Defaulted Interest to the persons in whose names the Bonds
of MTN Series are registered at the close of business on a
Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The
Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Bond of MTN
Series and the date of the proposed payment, and at the same
time the Company shall deposit with the Trustee an amount of
money equal to the aggregate amount proposed to be paid in
respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons
entitled to such Defaulted Interest as in this Clause
provided. Thereupon the Trustee shall fix a Special Record
Date for the payment of such Defaulted Interest which shall
be not more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage
prepaid, to each Holder at his address as it appears in the
register for the Bonds of MTN Series (the "Security
Register"), not less than 10 days prior to such Special
Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor
having been so mailed, such Defaulted Interest shall be paid
to the persons in whose names the Bonds of MTN Series are
registered at the close of business on such Special Record
Date and shall no longer be payable pursuant to the
following Clause (2).
(2) The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the
Bonds of MTN Series may be listed, and upon such notice as
may be required by such exchange, if, after notice given by
the Company to the Trustee of the proposed payment pursuant
to this Clause, such manner of payment shall be deemed
practicable by the Trustee.
Subject to the foregoing provisions of this Section, each
Bond of MTN Series delivered under the Indenture upon
registration of transfer of or in exchange for or in lieu of any
other Bond of MTN Series shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such
other Bond of MTN Series.
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SECTION 2. The Bonds of MTN Series and the Trustee's
authentication certificate shall be substantially in the
following forms:
[FORM OF BOND]
FACE OF BOND
REGISTERED BOND
See legend at the end of this Bond for
restrictions on transferability and change of form
WEST PENN POWER COMPANY
(Incorporated under the laws of the Commonwealth of Pennsylvania)
SECURED MEDIUM-TERM NOTE, SERIES *
being a series of
FIRST MORTGAGE BONDS
REGISTERED HOLDER............ ORIGINAL ISSUE DATE: ...............
No. R: ...................... PRINCIPAL AMOUNT: $..................
CUSIP: ..................... INTEREST RATE: ......................
STATED MATURITY DATE:......... INTEREST PAYMENT DATES:..............
INITIAL REDEMPTION DATE: .... [ ] CHECK IF DISCOUNT BOND
Issue Price: %
INTIAL REDEMPTION
PERCENTAGE % ANNUAL REDEMPTION
PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT
DATE(S):
* To be completed with "A" or the next available letter of the alphabet
at the time of issuance.
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WEST PENN POWER COMPANY, a corporation organized and ex
isting under the laws of the Commonwealth of Pennsylvania
(hereinafter called the "Company", which term shall include any
successor corporation as defined in the Mortgage hereinafter
referred to), for value received, hereby promises to pay to the
Registered Owner specified above, or to registered assigns, on
the Stated Maturity Date specified above (or any Redemption Date
or Repayment Date, each as defined on the reverse hereof, or any
earlier date of acceleration of maturity) (each such date being
hereinafter referred to as the "Maturity Date" with respect to
the principal repayable on such date), the Principal Amount
specified above, 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 at the Interest Rate specified above, until the
principal hereof is paid or duly made available for payment. The
Company will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"),
commencing with the first Interest Payment Date next succeeding
the Original Issue Date specified above, and on the Maturity
Date; provided, however, that if the Original Issue Date occurs
between a Record Date (as defined below) and the next succeeding
Interest Payment Date, interest payments will commence on the
second Interest Payment Date next succeeding the Original Issue
Date and will be payable to the Holder of this Bond on the Record
Date with respect to such second Interest Payment Date. Interest
on this Bond will be computed on the basis of a 360-day year of
twelve 30-day months.
Interest on this Bond will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided
for) to, but excluding, the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an "Interest
Period"). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the Holder in
whose name this Bond (or one or more predecessor Bonds, as
defined on the reverse hereof) is registered at the close of
business on the fifteenth calendar day (whether or not a Business
Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that
interest payable on the Maturity Date will be payable to the
person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or
duly provided for on any Interest Payment Date other than the
Maturity Date ("Defaulted Interest") shall forthwith cease to be
payable to the Holder on the close of business on the related
Record Date and, instead, shall be paid to the person in whose
name this Bond is registered at the close of business on a
special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this
Bond by the Trustee not less than 10 calendar days prior to such
Special Record Date or may be paid at any time in any other
lawful manner, all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in
respect of this Bond due on the Maturity Date will be made in
immediately available funds upon presentation and surrender of
this Bond (and, with respect to any applicable repayment of this
Bond, upon delivery of a duly completed election form as
contemplated on the reverse hereof) at the office or agency
maintained by the Company for that purpose in the Borough of
Manhattan, The City of New
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York, currently the principal
corporate trust office of the Trustee located at 450 West 33rd
Street, 15th Floor, New York, New York 10001, or at such other
paying agency in the Borough of Manhattan, The City of New York,
as the Company may determine. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made
at the aforementioned office or agency maintained by the Company
or, at the option of the Company, by check mailed to the address
of the person entitled thereto as such address shall appear in
the Security Register maintained by the Trustee; provided,
however, that a Holder of U.S.$10,000,000 or more in aggregate
principal amount of Bonds (whether having identical or different
terms and provisions) will be entitled to receive interest
payments on such Interest Payment Date by wire transfer of
immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not
less than 15 calendar days prior to such Interest Payment Date.
Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a
day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest shall be made on the
next succeeding Business Day with the same force and effect as if
made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may
be, to the date of such payment on the next succeeding Business
Day.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law,
regulation or executive order to close in The City of New York.
Reference is hereby made to the further provisions of this
Bond set forth on the reverse hereof, which further provisions
shall have the same force and effect as if set forth on the face
hereof.
This Bond shall not be entitled to any benefit under the
Mortgage or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until The Chase Manhattan Bank,
the Trustee under the Mortgage, or a successor trustee thereto
under the Mortgage, shall have manually signed the form of
certificate endorsed hereon.
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IN WITNESS WHEREOF, West Penn Power Company has caused a
facsimile of its corporate seal and the facsimile signatures of
its duly authorized officers to be hereto affixed.
Dated:
WEST PENN POWER COMPANY
By .................................
Vice President
[CORPORATE SEAL]
Attest:
................................
Assistant Secretary
This is one of the Bonds, of the series designated therein,
described in the within-mentioned Mortgage.
THE CHASE MANHATTAN BANK, as Trustee,
By .....................................
Authorized Officer
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[REVERSE OF BOND]
WEST PENN POWER COMPANY
SECURED MEDIUM-TERM NOTE, SERIES *
being a series of
FIRST MORTGAGE BONDS
This Bond is one of an issue of the first mortgage bonds
(the "Bonds") of the Company, unlimited in principal amount and
issuable in series, and is one of a series known as its First
Mortgage Bonds, designated as Secured Medium-Term Notes of the
Series designated on the face hereof, all bonds of all series
issued and to be issued under and all equally secured by a
Mortgage and Deed of Trust (hereinafter called the "Mortgage"),
dated as of March 1, 1916, executed by the Company to The
Equitable Trust Company of New York, now The Chase Manhattan
Bank, (herein called the "Trustee"), to which Mortgage and all
indentures supplemental thereto reference is hereby made for a
description of the properties mortgaged and pledged, the nature
and extent of the security, the rights of the Holders 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. 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 Mortgage.
Modifications of the rights and obligations of the Company
and of the holders of the Bonds may be made as provided in and to
the extent permitted by the Mortgage, as supplemented; but,
without the consent of the holder hereof, no such modification
may extend the time of payment of the principal hereof or
premium, if any, or interest hereon or reduce the principal
hereof or premium, if any, or the rate of interest hereon.
The Bonds of this series are subject to redemption upon
application as provided in the Mortgage, as supplemented, of
moneys included in the trust estate (other than any monies
included in the trust estate pursuant to the Renewal and
Replacement Fund provided for in Section 4 of Article IIG of the
Mortgage or pursuant to the Maintenance Fund provided for in
Section 3 of Article IIB of the Mortgage), at any time or times,
at a Special Redemption Price of 100% of the principal amount so
redeemed, together with unpaid interest accrued thereon to the
date fixed for redemption (the "Redemption Date"); subject to the
condition that redemptions of the Bonds of this series during any
12-month period beginning May 1 at the Special Redemption Price
upon application of moneys included in the trust estate as
provided in the Mortgage as supplemented may not exceed the
greater of (x) 1% of the aggregate principal amount of the Bonds
of this series issued and outstanding from time to time or (y)
the lowest percentage so redeemed (zero, if none are redeemed) of
Bonds of any other series then redeemable pursuant to such method
during such 12-month period relative to the respective aggregate
principal amount of Bonds of such series originally issued.
* To be completed with "A" or the next available letter of the alphabet
at the time of issuance.
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In addition, this Bond will be subject to redemption at the
option of the Company on any date on or after the Initial
Redemption Date, if any, specified on the face hereof, in whole
or from time to time in part in increments of U.S. $1,000, at the
Redemption Price (as defined below), together with unpaid
interest accrued thereon to the Redemption Date. The "Redemption
Price" shall be the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof as set forth
below) multiplied by the unpaid principal amount of this Bond to
be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, until the Redemption
Price is 100% of the unpaid principal amount to be redeemed.
In the event of redemption of this Bond in part only, a new
Bond of like series for the unredeemed portion hereof and
otherwise having the same terms and provisions as this Bond shall
be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof. Notice of any redemption
shall be mailed by the Company, postage prepaid, not less than 30
nor more than 60 calendar days prior to the Redemption Date, to
the Holder of this Bond at such Holder's address as the same
shall appear on the Security Register of the Company. Any notice
so mailed shall be conclusively presumed to have been duly given,
whether or not the Holder receives it.
This Bond will be subject to repayment by the Company at the
option of the Holder hereof on the Optional Repayment Date(s), if
any, specified on the face hereof, in whole or in part in
increments of U.S. $1,000, at a repayment price equal to 100% of
the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the
"Repayment Date"). For this Bond to be repaid, this Bond must be
received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its corporate trust
office not more than 60 nor less than 30 calendar days prior to
the Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of repayment of
this Bond in part only, a new Bond of like series for the
unrepaid portion hereof and otherwise having the same terms and
provisions as this Bond shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender
hereof.
If this Bond is specified on the face hereof to be a
Discount Bond, the amount payable to the Holder of this Bond in
the event of redemption, repayment or acceleration of maturity
will be equal to the sum of (1) the Issue Price specified on the
face hereof (increased by any accruals of the Discount determined
by the Company and notified to the Trustee, as defined below)
and, in the event of any redemption of this Bond (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and
(2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case
may be. The difference between the Issue Price and 100% of the
principal amount of this Bond is referred to herein as the
"Discount".
For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of
acceleration of maturity of this Bond, such
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Discount will be
accrued so as to cause the yield on the Bond to be constant. The
constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest
period between Interest Payment Dates (with ratable accruals
within a compounding period) and an assumption that the maturity
of this Bond will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this
Bond, a proportionate amount of the yield for an entire
compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be
divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding
sentence.
The principal hereof may also become due on the conditions,
in the manner and at the time set forth in the Mortgage, if
default occurs in the payment of interest on any of the Bonds of
this Issue or in the performance of certain covenants of the
Mortgage.
This Bond is transferable by the Holder 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 and terms 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 be
exchanged for one or more new Bonds of the same series and terms
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 Mortgage.
No recourse shall be had for the payment of the principal
of, or premium, if any, or interest on, this Bond, or for any
claim based hereon or on the Mortgage 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 consider
ation for the issue hereof, and being likewise released by the
terms of the Mortgage.
The Holder of this Bond, by acceptance hereof, waives and
releases and forever discharges the Company from all obligation
under that part of the covenant contained in Section 2 of Article
II of the Mortgage which provides that the Company (i) will not
make any deduction from either principal or interest paid or
payable on this Bond for any tax or taxes, assessments or other
governmental charges imposed by the United States or by any
state, or county, or municipality therein, which the Company may
be required to pay thereon or to retain therefrom under or by
reason of any law or laws, and (ii) will take all steps and make
all payments from
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time to time necessary, prescribed or imposed
by any law of Pennsylvania to make and continue this Bond as
exempt from taxation in said state. The Holder of this Bond, by
acceptance hereof, thereby agrees to furnish to the Company such
evidence as may be necessary to enable the Company to determine
whether or not the Company or any agent thereof is required by
law to deduct or retain any tax or taxes from any payment of
principal or interest on this Bond. The Holder of this Bond, by
acceptance hereof, thereby waives and releases and forever
discharges the Company and the Trustee from all obligations under
that part of Section 11 of Article I of the Mortgage which
provides for the exchange of registered Bonds for coupon Bonds.
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[LEGEND
Unless and until this Bond is exchanged in whole or in part
for certificated Bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by The
Depository Trust Company (55 Water Street, New York, New York) or
its successor (the "Depositary"), this Bond may not be
transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
Unless this Bond is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any Bond to be
issued is registered in the name of Cede & Co., or such other
name as requested by an authorized representative of the
Depositary and any amount payable thereunder is made payable to
Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Bond will be exchangeable for certificated Bonds of
like series and terms and of differing authorized denominations
in a like aggregate principal amount, only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue
as depositary or the Company becomes aware that the Depositary
has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company, in
its sole discretion, determines that this Bond shall be
exchangeable for certificated Bonds or (iii) an event of default
shall have occurred and be continuing under the Indenture. Upon
any such exchange, the certificated Bonds shall be registered in
the names of the beneficial owners of this Bond, which names
shall be provided by the Depositary's relevant Participants (as
identified by the Depositary) to the Trustee.]
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FORM OF
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Bond (or portion hereof
specified below) pursuant to its terms at a price equal to 100%
of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the
undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Bond to be repaid, the Trustee must receive at its
principal corporate trust office in the Borough of Manhattan, The
City of New York, not more than 60 nor less than 30 calendar days
prior to the repayment Date, this Bond with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Bond is to
be repaid, specify the portion hereof (which shall be increments
of U.S. $1,000) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be U.S.
$1,000) of the Bonds to be issued to the Holder for the portion
of this Bond not being repaid (in the absence of any such
specification, one such Bond will be issued for the portion not
being repaid).
Principal Amount
To be Repaid: $
Notice: The signature(s) on this Op-
Date: tion to Elect Repayment must Cor-
respond with the name(s) as written
upon the face of this Bond in every
particular, without alteration or en-
largement or any change whatsoever.
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SECTION 3. The Bonds of MTN Series shall be issued from
time to time in one or more series, the terms of which may vary
among such series to the extent permitted herein or by any
supplemental indenture, and shall be authenticated and delivered
hereunder by the Trustee, from time to time, upon the receipt of
(i) the written order or orders of the Company required by such
Article of the Mortgage as shall be applicable to the issuance of
such Bonds (each of which orders will relate to a specified
aggregate principal amount of Bonds to be issued in separate
series) and (ii) the other documents required by such Article or
any other applicable Articles for the issuance of such Bonds,
which documents shall be delivered prior only to the first
issuance of such Bonds, except that (A) the Company shall deliver
a new officers' certificate pursuant to Section 3 of Article I of
the Mortgage to the Trustee if the officers' certificate most
recently delivered to the Trustee pursuant to such section at the
time that any such Bonds are to be issued does not reflect the
net earnings of the Company for a period of twelve (12)
consecutive calendar months within the fifteen (15) calendar
months immediately preceding the first day of the month in which
the written order is delivered to the Trustee in connection with
such issuance and (B) if such Bonds are to be authenticated
pursuant to Section 3 of Article I of the Mortgage, the Company
shall have delivered (i) an engineer's certificate pursuant to
Section 2(a) of Article V A of the Mortgage in which the fair
value of the property additions certified therein shall have been
determined as of a date not more than ninety (90) days prior to
the filing of such order or (ii) if such engineer's certificate
shall have contained a determination of such fair value as of a
date more than ninety (90) days prior to such filing, a
certificate of the engineer who most recently delivered such a
certificate to the Trustee confirming that the Trustee may
continue to rely on such previously delivered certificate and in
particular, that the determination of fair value contained in
such certificate either has not changed or is correct as of a
date (specified in such confirmation) not more than ninety (90)
days prior to the filing of such order or, a new engineer's
certificate pursuant to Section 2(a) of Article V A of the
Mortgage and an opinion of counsel pursuant to Section 3(C) of
Article I of the Mortgage if such reliance by the Trustee cannot
be confirmed by the engineer who most recently delivered an
engineer's certificate. Such opinion of counsel shall specify
only that the Company has title to the properties described in
such engineer=s certificate subject to no deed of trust,
mortgage, lien, charge or encumbrance thereon or affecting the
title thereto, prior to the Mortgage (except taxes for the then
current year), with the exception of such lien or liens as shall
be expressly specified in said opinion, which shall state the
amount due and owing thereon by way respectively of principal and
interest.
SECTION 4. The maximum aggregate principal amount of the
Bonds of MTN Series which may from time to time be authenticated
and delivered hereunder is Two Hundred Million Dollars
($200,000,000) .
SECTION 5. Any series the Bonds of MTN Series may forthwith
be executed by the Company and delivered to the Trustee and shall
from time to time be authenticated by the Trustee and delivered
(either before or after the filing or recording hereof) upon the
order of the Company in the form attached hereto as Annex A
specifying the terms of such Bonds signed by the Company's
President or Vice President and Treasurer or Assistant Treasurer
and upon compliance by the Company with the appropriate
provisions and requirements of Articles I and V A of the Original
Indenture at or prior to the first issuance of such Bonds (except
as provided in Section 3 of Part III of this Supplemental
Indenture).
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PART IV
MISCELLANEOUS
The Company, and the Holders of Bonds of MTN Series, by
their acceptance and holding thereof, hereby consent and agree
that (i) the Company may redeem Bonds of MTN Series or any other
Series on an interest payment day or any other day in accordance
with the terms of such Bonds, (ii) interest on Bonds of MTN
Series, or any other Series may be paid to persons in whose names
such bonds are registered at the close of business on the
fifteenth calendar day immediately preceding the interest payment
dates, provided, however, that interest payable on the maturity
date will be payable to the person to whom the principal hereof
and premium, if any, hereon shall be payable, (iii) the Bonds of
MTN 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 MTN,
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
Thomas K. Henderson, and Carol G. Russ, 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
Charles J. Heinzelmann 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.
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<PAGE>
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
Attest: By /s/ Charles S. Ault
Vice President
/s/ Carol R. Chamberlain
Assistant Secretary
Signed, sealed and delivered by
West Penn Power Company in the
presence of:
/s/ Gloria J. Cavada
/s/ Deborah J. Zawelensky
[CORPORATE SEAL] THE CHASE MANHATTAN BANK
Attest: By /s/ Charles J. Heizelmann
Vice President
/s/ Philbert G. Jones
Assistant Secretary
Signed, sealed and delivered by
The Chase Manhattan Bank
in the presence of:
/s/ Donna Fitzsimmons
/s/ Juan Brito
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<PAGE>
COMMONWEALTH OF PENNSYLVANIA)
COUNTY OF WESTMORELAND) ss.:
I HEREBY CERTIFY that on this 12th day of November, 1997,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared Carol G. Russ, an
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.
WITNESS my hand and notarial seal the day and year
aforesaid.
/s/ Sandra R. Klein
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK )
COUNTY OF NEW YORK) ss.:
I HEREBY CERTIFY that on this 13th day of November, 1997,
before me, the subscriber, a Notary Public in and for the State
and County aforesaid, personally appeared Charles J. Heinzelmann,
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.
WITNESS my hand and notarial seal the day and year
aforesaid.
/s/ Emily Fayan
Notary Public
[NOTARIAL SEAL]
20
<PAGE>
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, 450 West 33rd Street, 15th Floor,
New York, New York 10001-2697.
THE CHASE MANHATTAN BANK
By /s/ Charles J. Heinzelmann
Vice President
COMMONWEALTH OF PENNSYLVANIA )
COUNTY OF WESTMORLAND) ss.:
I, Sandra R. Klein, a Notary Public in and for the
Commonwealth of Pennsylvania and County of Westmoreland, do
certify that Charles S. Ault signed the writing above, bearing
date the 12th day of November, 1997, 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
12th day of November.
/s/ Sandra R. Klein
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK)
COUNTY OF NEW YORK) ss.:
I, Emily Fayan, Notary Public in and for the State and
County of New York, do certify that Charles J. Heinzelmann who
signed the writing above, bearing date the 1st day of November,
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 13th day of
November.
/s/ Emily Fayan
Notary Public
[NOTARIAL SEAL]
21
<PAGE>
ANNEX A
West Penn Power Company
Part of the Allegheny Power System
800 Cabin Hill Drive
Greensburg, PA 15601
__________ __, ____
The Chase Manhattan Bank
as Trustee under the First Mortgage,
dated March 1, 1916, of West Penn Power
Company, as supplemented
450 W. 33rd Street, 15th Floor
New York, New York 10001
Gentlemen:
Pursuant to (i) Sections [3] [and] [8] of Article I of the
above referenced First Mortgage, (ii) Section 3 of Part III of
the Supplemental Indenture dated as of November 1, 1997, and
(iii) the authentication order dated November 14, 1997 relating
to First Mortgage Bonds, Secured Medium-Term Notes (referred to
as the "Bonds" or "Bonds of MTN Series"), West Penn Power Company
(the "Company") hereby requests the authentication and delivery
by you as Trustee of Bonds of MTN Series having the following
terms:
REGISTERED HOLDER: . . . . . . . . . . . . . . . . . . . . . . .
TAXPAYER ID: . . . . . . . . . . . . . . . . . . . . . . . .
ADDRESS: . . . . . . . . . . . . . . . . . . . . . . . . . .
CUSIP: . . . . . . . . . . STATED MATURITY DATE: . . . . . . . .
PRINCIPAL AMOUNT: $ . . . INITIAL REDEMPTION DATE: . . . . . . .
INTEREST RATE: . . . . . .INITIAL REDEMPTION
PERCENTAGE: %
INTEREST PAYMENT DATES:. . ANNUAL REDEMPTION
PERCENTAGE REDUCTION: %.
A-1
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[] CHECK IF DISCOUNT BOND. . . . . . . . OPTIONAL REPAYMENT
Issue Price: % DATE(S) . . . . . . .
TRADE DATE: . . . . . . . . . . . . . AMOUNT OF PROCEEDS TO
THE COMPANY: . . . . . . . .
ORIGINAL ISSUE DATE: .. . . . . . . . . . . SERIES: . . . . . . . . . . .
SELLING AGENT: . . . . . . . . . . . . . .
The Company confirms that the aggregate principal amount of the
Bonds of MTN Series requested to be authenticated hereby,
together with the aggregate principal amount of (i) all Bonds of
MTN Series heretofore requested to be authenticated and (ii) all
Unsecured Medium Term Notes, Series A, Due Nine Months or More
From Date of Issue, of the Company heretofore requested by the
Company to be authenticated by the trustee in respect thereof,
does not exceed the aggregate principal amount of such securities
heretofore registered by the Company for sale under the
Securities Act of 1933, as amended. Based on the foregoing, you
are hereby authorized and ordered to authenticate and deliver the
Bonds under the above specified terms to _____________.
[Vice] President
[Assistant] Treasurer
