<PAGE>
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Kentucky Power Company
(Exact name of registrant as specified in its charter)
Kentucky 61-0247775
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1701 Central Avenue
Ashland, Kentucky 41101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 606-327-1111
G. P. MALONEY, Executive Vice President
AMERICAN ELECTRIC POWER SERVICE CORPORATION
1 Riverside Plaza
Columbus, Ohio 43215
(Name and address of agent for service)
It is respectfully requested that the Commission send copies
of all notices, orders and communications to:
Simpson Thacher & Bartlett Winthrop, Stimson, Putnam & Roberts
425 Lexington Avenue One Battery Park Plaza
New York, N.Y. 10017-3909 New York, N.Y. 10004-1490
Attention: James M. Cotter Attention: Donald L. Medlock
Approximate date of commencement of proposed sale to the public: At
such time or times after the effective date of the Registration
Statement as the registrant shall determine.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box. [X]<PAGE>
CALCULATION OF REGISTRATION FEE
Title of
Each Class Proposed Proposed
of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered per Unit* Price* Fee
Debt
Securities $70,000,000 100% $70,000,000 $24,138
*Estimated solely for purpose of calculating the registration fee.
The registrant hereby amends this registration statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
The Prospectus herein also relates to Registration Statement No.
33-61808 pursuant to Rule 429.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
SUBJECT TO COMPLETION, DATED APRIL 5, 1994
PROSPECTUS
Kentucky Power Company
$100,000,000
Debt Securities
Kentucky Power Company (the "Company") intends to offer, from
time to time, up to $100,000,000 aggregate principal amount of its
Debt Securities consisting of First Mortgage Bonds (the "new
Bonds") in one or more series and/or First Mortgage Bonds,
Designated Secured Medium Term Notes (the "Notes"), in one or more
series, at prices and on terms to be determined at the time or
times of sale (the new Bonds and the Notes are hereinafter
collectively referred to as the "Debt Securities"). The aggregate
principal amount, rate and time of payment of interest, maturity,
initial public offering price, if any, redemption provisions, if
any, credit enhancement, if any, improvement fund, if any, dividend
restrictions in addition to those described herein, if any, and
other specific terms of each series of Debt Securities in respect
of which this Prospectus is being delivered will be set forth in an
accompanying prospectus or pricing supplement ("Prospectus
Supplement").
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The Company may sell the Debt Securities through underwriters,
dealers or agents, or directly to one or more institutional
purchasers. A Prospectus Supplement will set forth the names of
underwriters or agents, if any, any applicable commissions or
discounts and the net proceeds to the Company from any such sale.
The date of this Prospectus is __________ ___, 1994.
<PAGE>
No dealer, salesperson or other person has been authorized to
give any information or to make any representation not contained in
this Prospectus in connection with the offer made by this
Prospectus or any Prospectus Supplement relating hereto, and, if
given or made, such information or representation must not be
relied upon as having been authorized by the Company or any
underwriter, agent or dealer. Neither this Prospectus nor this
Prospectus as supplemented by any Prospectus Supplement constitutes
an offer to sell, or a solicitation of an offer to buy, by any
underwriter, agent or dealer in any jurisdiction in which it is
unlawful for such underwriter, agent or dealer to make such an
offer or solicitation. Neither the delivery of this Prospectus or
this Prospectus as supplemented by any Prospectus Supplement nor
any sale made thereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof or thereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "1934 Act") and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "SEC"). Such reports and
other information may be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street,
N.W., Washington, D.C. 20549; Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661; and 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the
SEC, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following document filed by the Company with the SEC is
incorporated in this Prospectus by reference:
-- The Company's Annual Report on Form 10-K for the year
ended December 31, 1993.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Prospectus and prior to the termination of the offering made
by this Prospectus shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing
of such documents.
Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which is deemed to be incorporated by
reference herein or in a Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
a copy of this Prospectus has been delivered, on the written or
oral request of any such person, a copy of any or all of the
documents described above which have been incorporated by reference
in this Prospectus, other than exhibits to such documents. Written
requests for copies of such documents should be addressed to Mr. G.
C. Dean, American Electric Power Service Corporation, 1 Riverside
Plaza, Columbus, Ohio 43215 (telephone number: 614-223-1000). The
information relating to the Company contained in this Prospectus or
any Prospectus Supplement relating hereto does not purport to be
comprehensive and should be read together with the information
contained in the documents incorporated by reference.
THE COMPANY
The Company is an electric utility operating in an area in
eastern Kentucky. Its principal executive offices are located at
1701 Central Avenue, Ashland, Kentucky 41101 (telephone number:
606-327-1111). The Company is a subsidiary of American Electric
Power Company, Inc. ("AEP") and is a part of the AEP integrated
utility system (the "AEP System"). Executive offices of AEP are
located at 1 Riverside Plaza, Columbus, Ohio 43215 (telephone
number: 614-223-1000).
The Company is engaged in the generation, purchase,
transmission and distribution of electric power to approximately
161,000 customers in an area in eastern Kentucky and in supplying
electric power at wholesale to other utilities and municipalities
in Kentucky.
USE OF PROCEEDS
The Company proposes to use the proceeds from the sales of the
Debt Securities to refund long-term debt and, to the extent
internally generated funds are insufficient, to fund its
construction program, or to repay short-term unsecured indebtedness
incurred to refund long-term debt or to fund its construction
program. At April 4, 1994, the Company had approximately
$29,395,000 of unsecured short-term debt outstanding. Unsecured
debt has been, and will be, incurred in connection with the
Company's construction program and for other purposes. The Company
has estimated that its construction costs (inclusive of allowance
for funds used during construction) during 1994 will be
approximately $58,400,000.
The Company's First Mortgage Bonds, 7-7/8% Series due 2002
($45,000,000 principal amount outstanding) may be redeemed at their
regular redemption prices of 101.17% from September 1, 1993 and
100.78% from September 1, 1994. Portions of the 7-7/8% Series may
be redeemed at lower special redemption prices of 100.80% from
September 1, 1993 and 100.74% from September 1, 1994 under certain
provisions of the Mortgage. The Company may attempt to acquire
through tender offer, negotiated, open market or other form of
purchase or otherwise by means other than redemption, its First
Mortgage Bonds, Designated Secured Medium Term Notes, 8.95% Series
due May 10, 2001 ($20,000,000 outstanding) and its 8.90% Series due
May 21, 2001 ($40,000,000 outstanding). The 8.95% Series and the
8.90% Series are not redeemable prior to maturity.
RATIO OF EARNINGS TO FIXED CHARGES
Below is set forth the ratio of earnings to fixed charges for
each of the years in the period 1989 through 1993.
Year Ended Ratio
December 31, 1989 . . . . . . . . . . . . . 3.48
December 31, 1990 . . . . . . . . . . . . . 3.21
December 31, 1991 . . . . . . . . . . . . . 2.58
December 31, 1992 . . . . . . . . . . . . . 2.29
December 31, 1993 . . . . . . . . . . . . . 1.95
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be issued under the Mortgage and Deed
of Trust, dated as of May 1, 1949, of the Company, under which
Bankers Trust Company, New York, New York (the "Trustee") is acting
as Trustee, as heretofore supplemented and amended and as to be
further supplemented (the "Mortgage"). All First Mortgage Bonds
(including the Debt Securities) issued and to be issued under the
Mortgage are herein sometimes referred to as "Bonds". Copies of
the Mortgage, including the form of Supplemental Indenture pursuant
to which each series of the Debt Securities will be issued, are
filed as exhibits to the Registration Statement.
The following statements include a brief summary of certain
provisions of the Debt Securities and the Mortgage. Such summary
does not purport to be complete and reference is made to the
Mortgage for a complete statement of such provisions. Such summary
is qualified in its entirety by such reference and does not relate
or give effect to provisions of statutory or common law.
Form and Exchange
Unless otherwise set forth in a Prospectus Supplement, Debt
Securities in definitive form will be issued only as registered
Bonds without coupons in denominations of $1,000 and in multiples
thereof authorized by the Company. Debt Securities will be
exchangeable for a like aggregate principal amount of the same
series of Debt Securities of other authorized denominations, and
will be transferable, at the office or agency of the Company in New
York City, and at such other office or agency of the Company as the
Company may from time to time designate, in either case without
payment, until further action by the Company, of any charge other
than for any tax or taxes or other governmental charge required to
be paid by the Company. Bankers Trust Company is to be designated
by the Company to act as agent for payment, registration, transfer
and exchange of the Debt Securities in New York City.
Maturity, Interest, Redemption, Credit Enhancement, Improvement
Fund, Additional Dividend Restrictions and Payment
Information concerning the maturity, interest, redemption
provisions, if any, credit enhancement, if any, improvement fund,
if any, any dividend restrictions in addition to those described
herein and payment with respect to any series of the Debt
Securities will be contained in a Prospectus Supplement.
Security
The Debt Securities will be secured, pari passu with Bonds of
all other series now or hereafter issued, by the lien of the
Mortgage which constitutes, in the opinion of counsel for the
Company, a first lien on substantially all of the fixed physical
property and franchises of the Company; subject to (i) the
conditions and limitations in the instruments through which the
Company claims title to its properties and (ii) "excepted
encumbrances", as defined in Section 6 of the Mortgage. The
Mortgage contains an after-acquired property clause, but property
acquired after the recordation of the most recent supplemental
indenture may be subject to liens, ranking prior to the Mortgage,
existing thereon at the time of acquisition of such property and,
in the case of such after-acquired property, the lien of the
Mortgage may be defeated by the intervention of bankruptcy
proceedings until the recordation of a further supplemental
indenture conveying such property to the Trustee after its
acquisition. The provisions of the Mortgage, in substance, permit
releases of property from the lien and the withdrawal of cash
proceeds of property released from the lien, not only against new
property then becoming subject to the lien, but also against
property already subject to the Mortgage unless such property was
owned prior to April 30, 1949, or has been made the basis of the
issue of Bonds or a credit under Sections 39 or 40 of the Mortgage.
Accordingly, any increase in the amount of the mortgaged and
pledged property as a result of the after-acquired property clause
may be eliminated by means of such releases and withdrawals.
Issuance of Additional Bonds
Additional Bonds of any series may be issued in a principal
amount equal to:
1. 60% of the cost or the then fair value, whichever is
less, of unfunded property additions after deduction
for retirements;
2. The principal amount of Bonds or prior lien bonds
retired or then to be retired; and
3. The amount of cash deposited with the Trustee;
but, except as otherwise provided in the Mortgage, only if the net
earnings (as defined in Section 7 of the Mortgage) are at least
twice the annual interest requirements on all outstanding Bonds and
indebtedness having an equal or prior lien, including the
additional issue. However, no Bonds may be issued against property
additions subject to prior liens, as defined in Section 6 of the
Mortgage, (a) if the principal amount of outstanding prior lien
bonds secured thereby exceeds 40% of the cost or fair value
(whichever is less) of such property additions or (b) if the
principal amount of all Bonds theretofore issued on such basis and
continuing on such basis, and the amount of certain other items
representing deposited cash withdrawn or property released on such
basis, in the aggregate, exceeds 15% of the aggregate principal
amount of all Bonds theretofore issued (except Bonds issued under
Article VII of the Mortgage upon retirement of Bonds previously
outstanding under the Mortgage), including the additional issue.
(See Sections 4, 6, 7, 25, 26, 27, 28, 29, and 30 of the Mortgage.)
The requirement, referred to above, that net earnings be at
least twice the annual interest requirements on all outstanding
Bonds and indebtedness having an equal or prior lien, including a
proposed additional issue of Bonds, is not applicable under certain
circumstances where additional Bonds are issued in a principal
amount equal to the principal amount of Bonds or prior lien bonds
retired or then to be retired (see Sections 26, 27 and 29 of the
Mortgage). In calculating earnings coverages under the provisions
of the Mortgage, the Company includes, as a component of earnings,
revenues being collected subject to refund and, to the extent not
limited by the terms of the Mortgage, an allowance for funds used
during construction, including amounts positioned and classified as
an allowance for borrowed funds used during construction. The
coverage under such requirement, calculated as of December 31,
1993, based on the amounts then recorded in the accounts of the
Company, was at least 2.19.
It is estimated that as of March 31, 1994, the Company had
available, for use in connection with the authentication of Bonds,
more than $147,000,000 of unbonded bondable property additions.
The Company expects that the Debt Securities will be authenticated
upon the basis of Bonds previously retired or to be retired and/or
property additions.
The Company believes that its ability to issue short and long-
term debt securities in the amounts required to finance its
construction program will depend upon the timely approval of future
rate increase applications. If the Company is unable to continue
the issue and sale of securities on an orderly basis, the Company
will be required to consider the obtaining of additional amounts of
common equity, the use of possibly more costly alternative
financing arrangements, if available, or the curtailment of its
construction program and other outlays.
Other than the security afforded by the lien of the Mortgage
and restrictions on the issuance of additional Bonds described
above, there are no provisions of the Mortgage which afford holders
of Debt Securities protection in the event of a highly leveraged
transaction involving the Company. However, such a transaction
would require regulatory approval, and management of the Company
believes such approval would be unlikely in a transaction which
would result in the Company's having a highly leveraged capital
structure.
Maintenance and Replacement Provisions
Section 40 of the Mortgage provides for the annual deposit
(which the Mortgage requires to be made so long as any of the Bonds
(other than Bonds of any Series issued after April 23, 1993, unless
otherwise disclosed in a Prospectus Supplement) are outstanding) by
the Company with the Trustee on or before April 30 of an amount in
cash or principal amount of Bonds of any series equal to the excess
of the product of a specified percentage (currently 2.25% but
subject to change as provided in the Mortgage) and the average of
the Depreciable Property (as defined) of the Company at the first
and the last day of the preceding calendar year over the sum of (i)
the aggregate amount expended during the preceding calendar year
for property substituted for retired property, and (ii) any credit
applicable to prior years. The Company may under this covenant
certify to the Trustee, in lieu of depositing cash or Bonds,
property additions which are not then funded property (which
thereupon become funded property) at cost or fair value, whichever
is less.
Release and Substitution of Property
The Mortgage permits property to be released from the lien of
the Mortgage upon compliance with the provisions thereof. Such
provisions require that, in certain specified cases, cash be
deposited with the Trustee in an amount equal to the excess of the
fair value of the property to be released over the aggregate of
certain computations required by the Mortgage. (See Sections 65,
66 and 68 of the Mortgage.) The Mortgage also contains certain
requirements relating to the withdrawal of release moneys and other
funds held by the Trustee. (See Sections 67 and 130 of the
Mortgage.)
Modification of the Mortgage
Article XX of the Mortgage provides for modifying or altering
the Mortgage with the consent of the Company and by vote of the
holders of 75% in principal amount of the outstanding Bonds which
are affected by the proposed modification or alteration. No
modification or alteration, without the consent of the holder of a
Bond, may modify the terms of payment of the principal amount of or
interest on such Bond or create an equal or prior lien or deprive
such holder of a lien on the mortgaged property or reduce the above
percentage.
Restriction on Common Stock Dividends
Various restrictions on the use of retained earnings for cash
dividends on Common Stock and other purposes are contained in or
result from other covenants in the Mortgage relating to other
series of Bonds. At December 31, 1993, the Company's retained
earnings amounted to $85,296,000, of which approximately
$34,200,000 were so restricted. Unless otherwise specified in a
Prospectus Supplement, there will be no additional restrictions on
common stock dividends.
Concerning the Trustee
AEP System companies, including the Company, utilize many of
the banking services offered by Bankers Trust Company in the normal
course of their businesses. Among such services are the making of
short-term loans and in certain cases term loans, generally at
rates related to the prime commercial interest rate, and acting as
a depositary.
The Trustee may, and upon written request of the holders of a
majority in principal amount of the Bonds shall, declare the
principal amount of the Bonds and the interest accrued thereon due
and payable upon occurrence of a completed default, but the holders
of a majority in principal amount of the Bonds may annul such
declaration if the default has been cured. (See Sections 71 and
109 of the Mortgage.) The holders of a majority in principal
amount of the Bonds may direct the time, method and place of
conducting any proceeding for the enforcement of the Mortgage.
(See Section 76 of the Mortgage.) No bondholder has the right to
institute any proceeding for the enforcement of the Mortgage unless
such holder shall have given the Trustee written notice of a
completed default and the holders of 25% in principal amount of the
Bonds shall have offered to the Trustee indemnity against costs,
expenses and liabilities, requested the Trustee to take action and
given the Trustee reasonable opportunity to take such action. The
foregoing does not affect or impair the right of a holder of a Bond
to enforce the payment of the principal of and interest on such
Bond on the respective due dates. (See Section 86 of the
Mortgage.) The Trustee is entitled to be indemnified before taking
action to enforce the lien at the request of such bondholders.
(See Section 75 of the Mortgage.)
Defaults
Section 71 of the Mortgage defines the following as "completed
defaults": default in the payment of principal; default for 60
days in the payment of interest; default in payment of principal or
interest on outstanding prior lien bonds (none of which are
currently outstanding) in certain cases; certain events of
bankruptcy, insolvency or reorganization; and default for 60 days
after notice in the performance of any other covenant. Section 59
of the Mortgage provides that a failure to furnish money for the
redemption of Bonds called for redemption also constitutes a
completed default. The Company is required to furnish annually to
the Trustee a certificate as to compliance with all conditions and
covenants under the Mortgage.
LEGAL OPINIONS
Opinions with respect to the legality of the Debt Securities
will be rendered by Simpson Thacher & Bartlett (a partnership which
includes professional corporations), 425 Lexington Avenue, New
York, N.Y., and 1 Riverside Plaza, Columbus, Ohio, counsel for the
Company, and by Winthrop, Stimson, Putnam & Roberts, One Battery
Park Plaza, New York, N.Y., counsel for any agents, underwriters or
dealers. Simpson Thacher & Bartlett and Winthrop, Stimson, Putnam
& Roberts will rely as to matters of Kentucky law upon the opinion
of Gray, Woods & Cooper, Suite 200, 1505 Carter Avenue, Ashland,
KY, counsel for the Company.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte
& Touche, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
The legal conclusions in "Security" under the caption
"Description of Debt Securities", as to those matters governed by
the laws of the State of Kentucky, have been reviewed by Gray,
Woods & Cooper, counsel for the Company. All of such statements
are made on the authority of said firm as experts.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement relating to a series of the Debt
Securities will set forth the terms of the offering of the Debt
Securities, including the name or names of any underwriters,
dealers or agents, the purchase price of such Debt Securities and
the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters' or agents'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to
time after the initial public offering.
If underwriters are used in the sale, the Debt Securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of the sale. The
underwriters with respect to a particular underwritten offering of
Debt Securities will be named in the Prospectus Supplement relating
to such offering and, if an underwriting syndicate is used, the
managing underwriters will be set forth on the cover page of such
Prospectus Supplement. Unless otherwise set forth in the
Prospectus Supplement, the several obligations of the underwriters
to purchase the Debt Securities will be subject to certain
conditions precedent, and the underwriters will be obligated to
purchase all such Debt Securities if any are purchased.
Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. The Prospectus
Supplement will set forth the name of any agent involved in the
offer or sale of the Debt Securities in respect of which the
Prospectus Supplement is delivered as well as any commissions
payable by the Company to such agent. Unless otherwise indicated
in the Prospectus Supplement, any such agent will be acting on a
reasonable best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will
authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase Debt Securities from the
Company at the public offering price set forth in the Prospectus
Supplement pursuant to delayed delivery contracts providing for
payment and delivery on a specified date in the future. Such
contracts will be subject to those conditions set forth in the
Prospectus Supplement, and the Prospectus Supplement will set forth
the commission payable for solicitation of such contracts.
Subject to certain conditions, the Company may agree to
indemnify any underwriters, dealers, agents or purchasers and their
controlling persons against certain civil liabilities, including
certain liabilities under the Securities Act of 1933.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Estimation based upon the issuance of all of the Debt
Securities in one issuance:
Securities and Exchange Commission Filing Fees . . . . . $24,138
State Filing and Recordation Fees and Expenses . . . . . 2,500
Printing Registration Statement, Prospectus, . . . . . .
Supplemental Indenture, Bidding Papers, etc.. . . . 25,000
Printing and Engraving Debt Securities . . . . . . . . . 10,000
Independent Auditors' Fees . . . . . . . . . . . . . . . 15,500
Charges of Trustee (including counsel fees). . . . . . . 20,500
Legal Fees of Counsel. . . . . . . . . . . . . . . . . . 112,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . . 26,250
Miscellaneous Expenses . . . . . . . . . . . . 20,000
Total. . . . . . . . . . . . . . . . . . . . .$255,888
*Estimated, except for filing fees.
Item 15. Indemnification of Directors and Officers.
Section 271B.8-510 of the Kentucky Revised Statutes provides
that a Kentucky corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director
if (i) the individual's conduct was in good faith, (ii) the
individual reasonably believed that, in the case of conduct in the
individual's official capacity with the corporation, his or her
conduct was in the best interests of the corporation and, in all
other cases, his or her conduct was at least not opposed to the
best interests of the corporation and (iii) in the case of a
criminal proceeding, that the director had no reasonable cause to
believe that such conduct was unlawful. The termination of a
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent is not, of itself,
determinative that a director did not meet the required standard of
conduct. Section 271B.8-520 requires a corporation, unless limited
by its articles of incorporation, to indemnify a director who has
been wholly successful in the defense of a proceeding against
reasonable expenses (including counsel fees) so incurred. Section
271B.8-530 authorizes a corporation to pay for or reimburse the
reasonable expenses (including counsel fees) incurred by a director
in advance of final disposition of a proceeding upon a
determination that in light of the facts then known indemnification
is permissible, a written affirmation by the director of his or her
good faith belief that the required standard of conduct has been
met and an undertaking by the director to repay any such advance if
it is ultimately determined that the director did not meet the
required standard of conduct. A director may, pursuant to Section
271B.8-540, apply for indemnification to a court of competent
jurisdiction. An officer is entitled to mandatory indemnification
under Section 271B.8-520 and to apply for court-ordered
indemnification under Section 271B.8-540 to the same extent as a
director. A corporation may indemnify and advance expenses to an
officer, employee or agent to the same extent as to a director. A
corporation may purchase and maintain insurance on behalf of an
individual who is a director, officer, employee or agent, whether
or not the corporation would have power by statute to indemnify the
individual against the same liability. Section 271B.8-580 provides
that the statutory provisions do not exclude any other rights to
indemnification and advances for expenses that a person may
otherwise have. The by-laws of the Company provide for the
indemnification of directors and officers of the Company to the
full extent permitted by law.
Reference is made to the Selling Agency Agreement, filed as
Exhibit 1 hereto, which provides for indemnification, under certain
circumstances, of the Company, certain of its directors and
officers, and persons who control the Company.
The Company maintains insurance policies insuring its
directors and officers against certain obligations that may be
incurred by them.
Item 16. Exhibits.
Reference is made to the information contained in the Exhibit
Index filed as a part of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be
a new registration statement relating to the Debt Securities,
and the offering thereof at that time shall be deemed to be
the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the laws of the Commonwealth of Kentucky, the
registrant's By-Laws, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in said Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the Debt Securities, the registrant will,
unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of
such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable cause to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Columbus and State of Ohio, on the 5th day of April, 1994.
KENTUCKY POWER COMPANY
E. Linn Draper, Jr.*
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signatures Title Date
(i) Principal Executive
Officer:
Chairman of the Board April 5, 1994
E. Linn Draper, Jr.* and Chief Executive
Officer
(ii) Principal Financial
Officer:
/s/ G. P. Maloney
G. P. Maloney Vice President April 5, 1994
(iii) Principal Accounting
Officer:
P. J. DeMaria* Vice President
and Treasurer April 5, 1994
(iv) A Majority of the
Directors:
E. Linn Draper, Jr.*
C. R. Boyle, III*
P. J. DeMaria*
A. Joseph Dowd*
Wm. J. Lhota*
G. P. Maloney April 5, 1994
*By ___/s/ G. P. Maloney_____
G. P. Maloney
(G. P. Maloney, Attorney-in-Fact)
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Kentucky Power Company on Form S-3 of our
reports dated February 22, 1994, appearing in and incorporated by
reference in the Annual Report on Form 10-K of Kentucky Power
Company for the year ended December 31, 1993 and to the reference
to us under the heading "Experts" in the Prospectus, which is part
of this Registration Statement.
/s/ Deloitte & Touche
Deloitte & Touche
Columbus, Ohio
April 5, 1994
CONSENTS
The consents of Simpson Thacher & Bartlett and Gray, Woods &
Cooper are or will be filed as exhibits hereto.
[94FN0004.KPC]<PAGE>
EXHIBIT INDEX
Certain of the following exhibits, designated with an asterisk
(*), are filed herewith. The exhibits not so designated have
heretofore been filed with the Commission and, pursuant to 17
C.F.R. Section 201.24 and Section 230.411, are incorporated herein by reference
to the documents indicated following the descriptions of such
exhibits.
Exhibit No. Description
*1 -- Copy of proposed Form of Selling Agency Agreement for
the Notes.
4(a) -- Copy of Mortgage and Deed of Trust, dated May 1, 1949,
of the Company, as supplemented and amended
[Registration Statement No. 2-65820, Exhibits 2(b)(1)-
2(b)(6); Registration Statement No. 33-39394, Exhibits
4(b) and 4(c); Registration Statement No. 33-53226,
Exhibits 4(b) and 4(c); Registration Statement No. 33-
61808, Exhibits 4(b) and 4(c).]
*4(b) -- Copy of Indenture Supplemental, dated May 1, 1993,
between the Company and Bankers Trust Company, as
Trustee, re: $15,000,000 of First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due
June 1, 2003 and $15,000,000 of First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due
June 1, 2023.
*4(c) -- Copy of Indenture Supplemental, dated June 1, 1993,
between the Company and Bankers Trust Company, as
Trustee, re: $25,000,000 of First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due
June 1, 2023.
*4(d) -- Copy of Indenture Supplemental dated June 15, 1993,
between the Company and Bankers Trust Company, as
Trustee, re: $15,000,000 of First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due
July 1, 2003.
*4(e) -- Copy of form of Indenture Supplemental to be entered
into between the Company and Bankers Trust Company, as
Trustee, for the Notes.
*5 -- Opinion of Simpson Thacher & Bartlett as to the legality
of the Debt Securities.
12 -- Statement re: Computation of Ratios. [Annual Report on
Form 10-K of the Company for year ended December 31,
1993, File No. 1-6858, Exhibit 12].
*23(a) -- Consent of Deloitte & Touche, dated April 5, 1994.
*23(b) -- Consent of Simpson Thacher & Bartlett (included in
Exhibit 5 filed herewith).
*23(c) -- Consent of Gray, Woods & Cooper.
*24 -- Powers of Attorney and resolutions of the Board of
Directors of the Company.
*25 -- Form T-1 re: Eligibility of Bankers Trust Company.
[94FN0004.KPC]
</PAGE>
<PAGE>
EXHIBIT 1
KENTUCKY POWER COMPANY
Selling Agency Agreement
$100,000,000 First Mortgage Bonds,
Designated Secured Medium Term Notes,
Due From Nine Months to Forty-Two Years From Date of Issue
______________, 1994
Dear Sirs:
Kentucky Power Company, a Kentucky corporation (the
"Company"), confirms its agreement with each of you with respect to
the issue and sale by the Company of up to $100,000,000 aggregate
principal amount of its First Mortgage Bonds Designated Secured
Medium Term Notes Due from Nine Months to Forty-Two Years from Date
of Issue (the "Notes"). The Notes will be issued under the
Company's Mortgage and Deed of Trust dated as of May 1, 1949
between the Company and Bankers Trust Company, as trustee (the
"Trustee"), as heretofore supplemented and as to be further
supplemented by one or more supplemental indentures (said Mortgage,
as heretofore supplemented, and as it is to be supplemented, being
hereinafter referred to as the "Mortgage"). The Notes will be
issued in minimum denominations of $1,000 and in integral multiples
thereof, will be issued only in fully registered form and will have
the annual interest rates, maturities and, if appropriate, other
terms set forth in a supplement to the Prospectus referred to
below. The Notes will be issued, and the terms thereof
established, in accordance with the Mortgage and, in the case of
Notes sold pursuant to Section 2(a), the Medium Term Notes
Administrative Procedures attached hereto as Exhibit A (the
"Procedures"). The Procedures may only be amended by written
agreement of the Company and you after notice to, and with the
approval of, the Trustee. For the purposes of this Agreement, the
term "Agent" shall refer to either of you and any Additional Agent
as defined and as provided for in Section 2(a) acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not
as principal (collectively, the "Agents"), the term the "Purchaser"
shall refer to one of you acting solely as principal pursuant to
Section 2(b) and not as agent, and the term "you" shall refer to
you collectively whether at any time any of you is acting in both
such capacities or in either such capacity.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, you as set forth below
in this Section 1. Certain terms used in this Section 1 are
defined in paragraph (d) hereof.
(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"),
and has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on such Form (File
Number 33-_____), including a basic prospectus, which has
become effective, for the registration under the Act of
$100,000,000 aggregate principal amount of debt securities
(the "Securities"), including the Notes. Such registration
statement meets the requirements set forth in Rule
415(a)(1)(ix) or (x) under the Act and complies in all other
material respects with said Rule. The Company has included in
such registration statement, as amended at the date of this
agreement, or has filed or will file with the Commission
pursuant to the applicable paragraph of Rule 424(b) under the
Act, a supplement to the form of prospectus included in such
registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In
connection with the sale of Notes the Company proposes to file
with the Commission pursuant to the applicable paragraph of
Rule 424(b) under the Act further supplements to the
Prospectus Supplement specifying the interest rates, maturity
dates and, if appropriate, other terms of the Notes sold
pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the
Commission, as of the date of any Terms Agreement (as defined
in Section 2(b)) and at the date of delivery by the Company of
any Notes sold hereunder (a "Closing Date"), (i) the
Registration Statement, as amended as of any such time, and
the Prospectus, as supplemented as of any such time, will
comply in all material respects with the applicable require-
ments of the Act, the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and the
respective rules under the Act, the Exchange Act and the Trust
Indenture Act; (ii) the Registration Statement, as amended as
of any such time, did not or will not contain any untrue
statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to
make the statements therein not misleading; and (iii) the
Prospectus, as supplemented as of any such time, will not
contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the state-
ments therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the
Company makes no representations or warranties as to (i) that
part of the Registration Statement which shall constitute the
Statement of Eligibility (Form T-1) of the Trustee under the
Trust Indenture Act, or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus (or
any supplement thereto) in reliance upon and in conformity
with information furnished in writing to the Company by any of
you expressly for use in the Registration Statement or the
Prospectus (or any supplement thereto).
(c) As of the time any Notes are issued and sold
hereunder, the Mortgage will constitute a legal, valid and
binding instrument enforceable against the Company in
accordance with its terms and such Notes will have been duly
authorized, executed, authenticated and, when paid for by the
purchasers thereof, will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Mortgage, except as the enforceability thereof may be limited
by bankruptcy, insolvency, or other similar laws affecting the
enforcement of creditors' rights in general, and except as the
availability of the remedy of specific performance is subject
to general principles of equity (regardless of whether such
remedy is sought in a proceeding in equity or at law), and by
an implied covenant of good faith and fair dealing.
(d) The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "the Effective
Date" shall mean each date that the Registration Statement and
any post-effective amendment or amendments thereto became or
become effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by the
parties hereto. "Basic Prospectus" shall mean the form of
basic prospectus relating to the Securities contained in the
Registration Statement at the Effective Date. "Prospectus"
shall mean the Basic Prospectus as supplemented by the
Prospectus Supplement. "Registration Statement" shall mean
the registration statement referred to in paragraph (a) above,
including incorporated documents, exhibits and financial
statements, as amended at the Execution Time. "Rule 415" and
"Rule 424" refer to such rules under the Act. Any reference
herein to the Registration Statement, the Basic Prospectus,
the Prospectus Supplement or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under
the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic
Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the
Registration Statement, the Basic Prospectus, the Prospectus
Supplement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act
after the Effective Date of the Registration Statement or the
issue date of the Basic Prospectus, the Prospectus Supplement
or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of
Offers to Purchase; Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth
herein, the Company hereby authorizes each of the Agents to
act as its agent to solicit offers for the purchase of all or
part of the Notes from the Company.
On the basis of the representations and warranties,
and subject to the terms and conditions set forth herein, each
of the Agents agrees, as agent of the Company, to use its
reasonable best efforts to solicit offers to purchase the
Notes from the Company upon the terms and conditions set forth
in the Prospectus (and any supplement thereto) and in the
Procedures.
The Company reserves the right, in its sole
discretion, to instruct the Agents to suspend at any time, for
any period of time or permanently, the solicitation of offers
to purchase the Notes. Upon receipt of instructions from the
Company, the Agents will forthwith suspend solicitation of
offers to purchase Notes from the Company until such time as
the Company has advised them that such solicitation may be
resumed.
The Company expressly reserves the right, upon
fifteen business days' prior written notice to each Agent, to
appoint other persons, partnerships or corporations
("Additional Agents") to act as its agent to solicit offers
for the purchase of Notes; provided, each Additional Agent
shall be named in the Prospectus and shall either execute this
Agreement and become a party hereto or shall enter into an
agency agreement with the Company on terms substantially
similar to those contained herein; thereafter the term Agent
as used in this Agreement shall mean each Agent and each such
Additional Agent.
The Company agrees to pay each Agent a commission,
on the Closing Date with respect to each sale of Notes by the
Company as a result of a solicitation made by such Agent, in
an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by
the Company. Such commission shall be payable as specified in
the Procedures.
Subject to the provisions of this Section and to the
Procedures, offers for the purchase of Notes may be solicited
by an Agent as agent for the Company at such time and in such
amounts as such Agent deems advisable. The Company may from
time to time offer Notes for sale otherwise than through an
Agent; provided, however, that so long as this Agreement shall
be in effect the Company shall not solicit or accept offers to
purchase Notes through any agent other than an Agent.
(b) Subject to the terms and conditions stated herein,
whenever the Company and any Agent determines that the Company
shall sell Notes directly to such Agent as principal, each
such sale of Notes shall be made in accordance with the terms
of this Agreement and, unless otherwise agreed by the Company
and such Agent, any supplemental agreement relating thereto
between the Company and the Purchaser. Each such supplemental
agreement (which may be an oral or written agreement) is
herein referred to as a "Terms Agreement". Each Terms
Agreement shall describe (whether orally or in writing) the
Notes to be purchased by the Purchaser pursuant thereto, and
shall specify the aggregate principal amount of such Notes,
the maturity date of such Notes, the rate at which interest
will be paid on such Notes, the dates on which interest will
be paid on such Notes and the record date with respect to each
such payment of interest, the Closing Date for the purchase of
such Notes, the place of delivery of the Notes and payment
therefor, the method of payment and any requirements for the
delivery of the opinions of counsel, the certificates from the
Company or its officers, or a letter from the Company's
independent public accountants, pursuant to Section 6(b). Any
such Terms Agreement may also specify the period of time
referred to in Section 4(m). Any written Terms Agreement may
be in the form attached hereto as Exhibit B. The Purchaser's
commitment to purchase Notes shall be deemed to have been made
on the basis of the representations and warranties of the
Company herein contained and shall be subject to the terms and
conditions herein set forth.
The Company also may sell Notes to any Agent, acting as
principal, at a discount to be agreed upon at the time of
sale, for resale to one or more investors or to another
broker-dealer (acting as principal for purposes of resale) at
varying prices related to prevailing market prices at the time
of such resale as determined by such Agent. An Agent may
resell a Note purchased by it as principal to another broker-
dealer at a discount, provided such discount does not exceed
the commission or discount received by such Agent from the
Company in connection with the original sale of such Note.
(c) The Company, however, expressly reserves the right
to place the Notes itself privately or through a negotiated
underwritten transaction with one or more underwriters without
notice to any Agent and without any opportunity for any Agent
to solicit offers for the purchase of the Notes. In such
event, no commission will be payable to the Agents.
Delivery of the Notes sold to the Purchaser pursuant
to any Terms Agreement shall be made not later than the
Closing Date agreed to in such Terms Agreement, against
payment of funds to the Company in the net amount due to the
Company for such Notes by the method and in the form set forth
in the Procedures unless otherwise agreed to between the
Company and the Purchaser in such Terms Agreement.
3. Offering and Sale of Notes. Each Agent and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the
Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus (except
for (i) periodic or current reports filed under the Exchange
Act; (ii) a supplement relating to any offering of Notes
providing solely for the specification of or a change in the
maturity dates, interest rates, issuance prices or other
similar terms of any Notes or (iii) a supplement relating to
an offering of Securities other than the Notes) unless the
Company has furnished each of you a copy for your review prior
to filing and given each of you a reasonable opportunity to
comment on any such proposed amendment or supplement. Subject
to the foregoing sentence, the Company will cause each
supplement to the Prospectus to be filed with the Commission
pursuant to the applicable paragraph of Rule 424(b) within the
time period prescribed and will provide evidence satisfactory
to you of such filing. The Company will promptly advise each
of you (i) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule
424(b); (ii) when, prior to the termination of the offering of
the Notes, any amendment of the Registration Statement shall
have been filed or become effective; (iii) of any request by
the Commission for any amendment of the Registration Statement
or supplement to the Prospectus or for any additional
information; (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration
Statement or the institution or threatening of any proceeding
for that purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose.
The Company will use every reasonable effort to prevent the
issuance of any such stop order and, if issued, to obtain as
soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Notes is required to be delivered under the Act, any event
occurs as a result of which the Prospectus as then supple-
mented would include any untrue statement of a material fact
or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be
necessary to amend the Registration Statement or to supplement
the Prospectus to comply with the Act or the Exchange Act or
the respective rules thereunder, the Company promptly will (i)
notify each of you to suspend solicitation of offers to
purchase Notes (and, if so notified by the Company, each of
you shall forthwith suspend such solicitation and cease using
the Prospectus as then supplemented); (ii) prepare and file
with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement
which will correct such statement or omission or effect such
compliance and (iii) supply any supplemented Prospectus to
each of you in such quantities as you may reasonably request.
If such amendment or supplement, and any documents,
certificates and opinions furnished to each of you pursuant to
paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are
satisfactory in all respects to you, you will, upon the filing
of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration
Statement, if such an amendment is required, resume your
obligation to use your reasonable best efforts to solicit
offers to purchase Notes hereunder.
(c) The Company, during the period when a prospectus
relating to the Notes is required to be delivered under the
Act, will file promptly all documents required to be filed
with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act and will furnish to each of you
copies of such documents. In addition, on or prior to the
date on which the Company makes any announcement to the
general public concerning earnings or concerning any other
event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the
Exchange Act, the Company will furnish to each of you the
information contained or to be contained in such announcement.
The Company also will furnish to each of you copies of all
other press releases or announcements to the general public.
The Company will immediately notify each of you of any
downgrading in the rating of the Notes or any other debt
securities of the Company, or any proposal to downgrade the
rating of the Notes or any other debt securities of the
Company, by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under
the Act), as soon as the Company learns of any such downgrad-
ing or proposal to downgrade.
(d) As soon as practicable, the Company will make
generally available to its security holders and to each of you
an earning statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act.
(e) The Company will furnish to each of you and your
counsel, without charge, copies of the Registration Statement
(without exhibits) and, so long as delivery of a prospectus
may be required by the Act, as many copies of the Prospectus
and any supplement thereto as you may reasonably request.
(f) The Company will use its best efforts to qualify the
Notes for offer and sale under the securities or "blue sky"
laws of such jurisdictions as you may designate within six
months after the final sale of Notes pursuant to this
Agreement and agrees to pay, or to reimburse you and your
counsel for, reasonable filing fees and expenses in connection
therewith in an amount not exceeding $5,000 in the aggregate
(including filing fees and expenses paid and incurred prior to
the date hereof), provided, however, that the Company shall
not be required to qualify as a foreign corporation or to file
a consent to service of process or to file annual reports or
to comply with any other requirements deemed by the Company to
be unduly burdensome.
(g) The Company shall furnish to each of you such
information, documents, certificates of officers of the
Company and opinions of counsel for the Company relating to
the business, operations and affairs of the Company, the
Registration Statement, the Prospectus, and any amendments
thereof or supplements thereto, the Mortgage, the Notes, this
Agreement, the Procedures and the performance by the Company
and you of its and your respective obligations hereunder and
thereunder as any of you may from time to time and at any time
prior to the termination of this Agreement reasonably request.
(h) The Company shall, whether or not any sale of the
Notes is consummated, (i) pay all expenses incident to the
performance of its obligations under this Agreement, including
the fees and disbursements of its accountants and counsel, the
cost of printing or other production and delivery of the
Registration Statement, the Prospectus, all amendments thereof
and supplements thereto, the Mortgage, this Agreement and all
other documents relating to the offering, the cost of
preparing, printing, packaging and delivering the Notes, the
fees and disbursements of the Trustee and the fees of any
agency that rates the Notes; (ii) reimburse each of you on a
monthly basis for all out-of-pocket expenses (including
without limitation advertising expenses) incurred with the
prior approval of the Company in connection with this
Agreement; and (iii) pay the reasonable fees and expenses of
your counsel incurred in connection with this Agreement,
including fees of counsel incurred in compliance with and to
the extent stated in Section 4(f) including preparation of a
Blue Sky Survey.
(i) Each acceptance by the Company of an offer to
purchase Notes will be deemed to be an affirmation that its
representations and warranties contained in this Agreement are
true and correct at the time of such acceptance, as though
made at and as of such time, and a covenant that such
representations and warranties will be true and correct at the
time of delivery to the purchaser of the Notes relating to
such acceptance, as though made at and as of such time (it
being understood that for purposes of the foregoing
affirmation and covenant such representations and warranties
shall relate to the Registration Statement and Prospectus as
amended or supplemented at each such time). Each such
acceptance by the Company of an offer for the purchase of
Notes shall be deemed to constitute an additional representa-
tion, warranty and agreement by the Company that, as of the
settlement date for the sale of such Notes, after giving
effect to the issuance of such Notes, of any other Notes to be
issued on or prior to such settlement date and of any other
Securities to be issued and sold by the Company on or prior to
such settlement date, the aggregate amount of Securities
(including any Notes) which have been issued and sold by the
Company will not exceed the amount of Securities registered
pursuant to the Registration Statement.
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) incorporating by
reference information contained in a Current Report on Form 8-
K filed by the Company under the Exchange Act that is (A)
filed solely under Item 5 of Form 8-K and (B) not required to
be filed to comply with Section 4(b), or (iii) providing
solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto, unless, in
the case of clause (ii) above, in the reasonable judgment of
any of you, such information is of such a nature that a
certificate of the Company should be delivered), the Company
will deliver or cause to be delivered promptly to each of you
a certificate of the Company, signed by a Vice President or
Assistant Treasurer of the Company, dated the date of the
effectiveness of such amendment or the date of the filing of
such supplement, in form reasonably satisfactory to you, of
the same tenor as the certificate referred to in Section 5(c)
but modified to relate to the last day of the fiscal quarter
for which financial statements of the Company were last filed
with the Commission and to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(k) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an
amendment or supplement (i) relating to any offering of
Securities other than the Notes, (ii) incorporating by
reference information contained in a Current Report on Form 8-
K filed by the Company under the Exchange Act that is (A)
filed solely under Item 5 of Form 8-K and (B) not required to
be filed to comply with Section 4(b), or (iii) providing
solely for the specification of or a change in the maturity
dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto, unless, in
the case of this clause (ii) above, in the reasonable judgment
of any of you, such information is of such a nature that an
opinion of counsel should be furnished), the Company shall
furnish or cause to be furnished promptly to each of you a
written opinion of counsel of the Company satisfactory to each
of you (which may include counsel employed by American
Electric Power Service Corporation, an affiliate of the
Company), dated the date of the effectiveness of such
amendment or the date of the filing of such supplement,
substantially in the form heretofore made available to the
Agents or, in lieu of such opinion, counsel last furnishing
such an opinion to you may furnish each of you with a letter
to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last
opinion will be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of
the effectiveness of such amendment or the filing of such
supplement).
(l) If requested, each time that the Registration
Statement or the Prospectus is amended or supplemented to
include or incorporate amended or supplemental financial
information, the Company shall cause its independent public
accountants promptly to furnish each of you a letter, dated
the date of the effectiveness of such amendment or the date of
the filing of such supplement, in form satisfactory to each of
you, of the same tenor as the letter referred to in Section
5(d) with such changes as may be necessary to reflect the
amended and supplemental financial information included or
incorporated by reference in the Registration Statement and
the Prospectus, as amended or supplemented to the date of such
letter; provided, however, that, if the Registration Statement
or the Prospectus is amended or supplemented solely to include
or incorporate by reference financial information as of and
for a fiscal quarter, the Company's independent public
accountants may limit the scope of such letter, which shall be
satisfactory in form to each of you, to the unaudited
financial statements, the related "Management's Narrative
Analysis of Results of Operations" and any other information
of an accounting, financial or statistical nature included in
such amendment or supplement, unless, in the reasonable
judgment of any of you, such letter should cover other
information or changes in specified financial statement line
items.
(m) During the period, if any, which shall not exceed
ten days, specified in any Terms Agreement, the Company shall
not, without the prior consent of the Purchaser thereunder,
issue or announce the proposed issuance of any of its debt
securities, including Notes, with terms substantially similar
to the Notes being purchased pursuant to such Terms Agreement,
other than borrowings under its revolving credit agreements
and lines of credit, issuances of its commercial paper, and
other forms of unsecured borrowings from banks or other
financial institutions.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes
shall be subject to the accuracy of the representations and
warranties on the part of the Company contained herein as of the
Execution Time, on the Effective Date, when any supplement to the
Prospectus is filed with the Commission and as of each Closing
Date, to the accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof at each such time or
date, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) If filing of the Prospectus, or any supplement
thereto, is required pursuant to Rule 424(b), the Prospectus,
and any such supplement, shall have been filed in the manner
and within the time period required by Rule 424(b); and no
stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that
purpose shall have been instituted or threatened.
(b) That, at the Execution Time, each Agent shall be
furnished with the following opinions, dated the date thereof,
with such changes therein as may be agreed upon by the Company
and the Agents with the approval of Winthrop, Stimson, Putnam
& Roberts, counsel to the Agents:
(1) Opinion of Simpson Thacher & Bartlett, of New
York, New York, counsel to the Company, substantially in
the form heretofore made available to the Agents;
(2) Opinion of Winthrop, Stimson, Putnam & Roberts,
of New York, New York, counsel to the Agents,
substantially in the form heretofore made available to
the Agents.
(c) The Company shall have furnished to each Agent a
certificate of the Company, signed by a Vice President or
Assistant Treasurer of the Company, dated the Execution Time,
to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectus,
any supplement to the Prospectus and this Agreement and that:
(1) the representations and warranties of the
Company in this Agreement are true and correct in all
material respects on and as of the date hereof with the
same effect as if made on the date hereof and the Company
has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied
as a condition to the obligation of the Agents to solicit
offers to purchase the Notes;
(2) no stop order suspending the effectiveness of
the Registration Statement has been issued and no
proceedings for that purpose have been instituted or, to
the Company's knowledge, threatened; and
(3) since the date of the most recent financial
statements included in the Prospectus, there has been no
material adverse change in the condition (financial or
other), earnings, business or properties of the Company
and its subsidiaries, whether or not arising from
transactions in the ordinary course of business, except
as set forth in or contemplated in the Prospectus.
(d) That the Agents shall have received a letter from
Deloitte & Touche in form and substance satisfactory to them,
dated as of the Execution Time, (i) confirming that they are
independent public accountants within the meaning of the Act
and the applicable published rules and regulations of the
Commission thereunder; (ii) stating that in their opinion the
financial statements audited by them and included or
incorporated by reference in the Registration Statement
complied as to form in all material respects with the then
applicable accounting requirements of the Commission,
including applicable published rules and regulations of the
Commission and (iii) covering as of a date not more than five
business days prior to the date of such letter such other
matters as the Agents reasonably request.
(e) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel as the Agents may
reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and as
provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form and
substance to such Agents and counsel for the Agents, this Agreement
and all obligations of any Agent hereunder may be canceled at any
time by the Agents without any liability whatsoever. Notice of
such cancellation shall be given to the Company in writing or by
telephone, telex or facsimile transmission confirmed in writing.
The documents required to be delivered by this Section 5
shall be delivered at the offices of Simpson Thacher & Bartlett,
counsel for the Company, at 425 Lexington Avenue, New York, New
York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be subject
to the accuracy of the representations and warranties on the part
of the Company herein as of the date of any related Terms Agreement
and as of the Closing Date for such Notes, to the performance and
observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed and to the
following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceed-
ings for that purpose shall have been instituted or
threatened.
(b) If specified by any related Terms Agreement and
except to the extent modified by such Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Closing Date, to
the effect set forth in Section 5(c) (except that references
to the Prospectus shall be to the Prospectus as supplemented
at the time of execution of the Terms Agreement); (ii) the
opinion of counsel for the Company (which may be either
Simpson Thacher & Bartlett or an attorney employed by American
Electric Power Service Corporation, an affiliate of the
Company), dated as of the Closing Date, substantially in the
form heretofore made available to the Agents; (iii) the
opinion of Winthrop, Stimson, Putnam & Roberts, counsel for
the Agents, dated as of the Closing Date, substantially in the
form heretofore made available to the Agents, and (iv) the
letter of Deloitte & Touche, independent accountants for the
Company, dated as of the Closing Date, substantially in the
form heretofore made available to the Agents.
(c) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certif-
icates and documents as the Purchaser may reasonably request.
If any of the conditions specified in this Section 6
shall not have been fulfilled in all material respects when and as
provided in this Agreement and any Terms Agreement, or if any of
the opinions and certificates mentioned above or elsewhere in this
Agreement or such Terms Agreement shall not be in all material
respects reasonably satisfactory in form and substance to the
Purchaser and its counsel, such Terms Agreement and all obligations
of the Purchaser thereunder and with respect to the Notes subject
thereto may be canceled at, or at any time prior to, the respective
Closing Date by the Purchaser, without any liability whatsoever.
Notice of such cancellation shall be given to the Company in
writing or by telephone, telex or facsimile transmission confirmed
in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. The Company agrees that any person who has agreed to
purchase and pay for any Note, including a Purchaser and any person
who purchases pursuant to a solicitation by any of the Agents,
shall have the right to refuse to purchase such Note if (a) at the
Closing Date therefor, any condition set forth in Section 5 or 6,
as applicable, shall not be satisfied or (b) subsequent to the
agreement to purchase such Note, there shall have been any decrease
in the ratings of any of the Company's debt securities by Moody's
Investors Service, Inc. ("Moody's") or Standard & Poor's
Corporation ("S&P") or either Moody's or S&P shall publicly
announce that it has any of such debt securities under
consideration for possible downgrade. Notwithstanding the
foregoing, no Agent shall have any obligation to exercise its
judgment on behalf of any purchaser.
8. Indemnification.
(a) The Company agrees, to the extent permitted by law,
to indemnify and hold you harmless and each person, if any,
who controls you within the meaning of Section 15 of the Act,
against any and all losses, claims, damages or liabilities,
joint or several, to which you, they or any of you or them may
become subject under the Act or otherwise, and to reimburse
you and such controlling person or persons, if any, for any
legal or other expenses incurred by you or them in connection
with defending any action, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon
any alleged untrue statement of a material fact contained in
the Registration Statement, or in the Prospectus, or if the
Company shall furnish or cause to be furnished to you any
amendments or any supplemental information, in the Prospectus
as so amended or supplemented other than amendments or
supplements relating solely to securities other than the Notes
(provided that if such Prospectus or such Prospectus, as
amended or supplemented, is used after the period of time
referred to in Section 4(b) hereof, it shall contain such
amendments or supplements as the Company deems necessary to
comply with Section 10(a) of the Act), or arise out of or are
based upon any alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or actions arise out of
or are based upon any such alleged untrue statement or
omission which was made in such Registration Statement or
Prospectus, or in the Prospectus as so amended or supple-
mented, in reliance upon and in conformity with information
furnished in writing to the Company by or through you
expressly for use therein or with any statements in or
omissions from that part of the Registration Statement that
shall constitute the Statement of Eligibility under the Trust
Indenture Act, of any indenture trustee under an indenture of
the Company, and except that this indemnity shall not inure to
your benefit (or of any person controlling you) on account of
any losses, claims, damages, liabilities or actions arising
from the sale of the Notes to any person if such loss arises
from the fact that a copy of the Prospectus, as the same may
then be supplemented or amended to such extent such Prospectus
was provided to you by the Company (excluding, however, any
document then incorporated or deemed incorporated therein by
reference), was not sent or given by you to such person with
or prior to the written confirmation of the sale involved and
the alleged omission or alleged untrue statement was corrected
in the Prospectus as supplemented or amended at the time of
such confirmation. You agree promptly after the receipt by
you of written notice of the commencement of any action in
respect to which indemnity from the Company on account of its
agreement contained in this Section 8(a) may be sought by you,
or by any person controlling you, to notify the Company in
writing of the commencement thereof, but your omission so to
notify the Company of any such action shall not release the
Company from any liability which it may have to you or to such
controlling person otherwise than on account of the indemnity
agreement contained in this Section 8(a). In case any such
action shall be brought against you or any such person
controlling you and you shall notify the Company of the
commencement thereof, as above provided, the Company shall be
entitled to participate in, and, to the extent that it shall
wish, including the selection of counsel (such counsel to be
reasonably acceptable to the indemnified party), to direct the
defense thereof at its own expense. In case the Company
elects to direct such defense and select such counsel
(hereinafter, "Company's counsel"), you or any controlling
person shall have the right to employ your own counsel, but,
in any such case, the fees and expenses of such counsel shall
be at your expense unless (i) the Company has agreed in
writing to pay such fees and expenses or (ii) the named
parties to any such action (including any impleaded parties)
include both you or any controlling person and the Company and
you or any controlling person shall have been advised by your
counsel that a conflict of interest between the Company and
you or any controlling person may arise (and the Company's
counsel shall have concurred with such advice) and for this
reason it is not desirable for the Company's counsel to
represent both the indemnifying party and the indemnified
party (it being understood, however, that the Company shall
not, in connection with any one such action or separate but
substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses
of more than one separate firm of attorneys for you or any
controlling person (plus any local counsel retained by you or
any controlling person in their reasonable judgment), which
firm (or firms) shall be designated in writing by you or any
controlling person). The Company shall not be liable in the
event of any settlement of any such action effected without
its consent.
(b) Each of you agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who
signs the Registration Statement and each person who controls
the Company within the meaning of Section 15 of the Act, to
the same extent as the foregoing indemnity from the Company to
you, but only with reference to written information relating
to such of you furnished to the Company by such of you
specifically for use in the preparation of the documents
referred to in the foregoing indemnity. This indemnity
agreement will be in addition to any liability which you may
otherwise have.
9. Termination.
(a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement may
be terminated by either the Company as to any of you or by any
of you insofar as this Agreement relates to such of you, by
giving written notice of such termination to such of you or
the Company, as the case may be. This Agreement shall so
terminate at the close of business on the first business day
following the receipt of such notice by the party to whom such
notice is given. In the event of such termination, no party
shall have any liability to the other party hereto, except as
provided in the fifth paragraph of Section 2(a), Section 4(h),
Section 8 and Section 10. The provisions of this Agreement
(including without limitation Section 7 hereof) applicable to
any purchase of a Note for which an agreement to purchase
exists prior to the termination hereof shall survive any
termination of this Agreement. If, at the time of any such
termination, (i) any Purchaser shall own any Notes purchased
pursuant to a Terms Agreement with the intention of reselling
them or (ii) an offer to purchase any of the Notes has been
accepted by the Company but the time of delivery to the
purchaser or its agent of such Notes has not occurred, the
covenants set forth in Sections 4 and 6 hereof shall remain in
effect for such period of time (not exceeding nine months)
until such Notes are so resold or delivered, as the case may
be.
(b) Each Terms Agreement shall be subject to termination
if, in the Purchaser's reasonable judgment, the Purchaser's
ability to market the Notes shall have been materially
adversely affected because: (i) trading in securities on the
New York Stock Exchange shall have been generally suspended by
the Commission or by the New York Stock Exchange, (ii) a
general banking moratorium shall have been declared by Federal
or New York state authorities, (iii) there shall have been a
decrease in the ratings of any of the Company's debt
securities by Moody's or S&P or either Moody's or S&P shall
have publicly announced that it has any of such debt
securities under consideration for possible downgrade or
(iv)(A) a war involving the United States of America shall
have been declared, (B) any other national calamity shall have
occurred, or (C) any conflict involving the armed forces of
the United States of America shall have commenced or
escalated.
10. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of you set
forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation made by or on
behalf of you or the Company or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will
survive delivery of and payment for the Notes. The provisions of
the fifth paragraph of Section 2(a) and Sections 4(h) and 8 hereof
shall survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to any of you,
will be delivered or sent by mail, telex or facsimile transmission
to such of you, at the address specified in Schedule I hereto; or,
if sent to the Company, will be delivered or sent by mail, telex or
facsimile transmission to it at 1 Riverside Plaza, Columbus, Ohio
43215, attention of G. P. Maloney, Vice President.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 8 hereof, and no other
person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by
and construed in accordance with the laws of the State of New York.
14. Execution of Counterparts. This Agreement may be
executed in several counterparts, each of which shall be regarded
as an original and all of which shall constitute one and the same
document.
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate
hereof, whereupon this letter and your acceptance shall represent
a binding agreement among the Company and you.
Very truly yours,
KENTUCKY POWER COMPANY
By:
___________________________
G. P. Maloney
Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
By:
_____________________
Its:
By:
_____________________
Its:
kpfinan.93\agencagr.mtn
<PAGE>
SCHEDULE I
Commissions:
The Company agrees to pay each Agent a commission equal
to the following percentage of the principal amount of each Note
sold on an agency basis by such Agent:
Term Commission Rate
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years up to and including 32 years .750%
Unless otherwise specified in the applicable Terms
Agreement, the discount or commission payable to a Purchaser shall
be determined on the basis of the commission schedule set forth
above.
Address for Notice to you:
Notices to _______________________ shall be directed to
it at___________________________________________________________,
_____________________ Attention: ___________________, Telephone:
_______________, Telecopy: ________________.
Notices to ________________________ shall be directed to
it at _____________________________________________________,
___________________, Attention: ___________________, Telephone:
_______________, Telecopy: ______________.
I:\FINANCE\KPCO\94FN0022.KPC
</PAGE>
<PAGE>
EXHIBIT 4(b)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of May 1, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.70% Series due June 1, 2003
and
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.90% Series due June 1, 2023
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
<PAGE>
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Fourteenth Series. . . . . . . . 3
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Fifteenth Series . . . . . . . . 3
Second 1993 Supplemental Indenture . . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19M thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 19N thereto . . . . . . . . . . . . . 9
Sec. 3. Supplement to Original Indenture by addition
of new Section 21L thereto . . . . . . . . . . . . .12
Sec. 4. Supplement to Original Indenture by addition
of new Section 21M thereto . . . . . . . . . . . . .12
Sec. 5. Amendment of Sections 5, 6, 26 and 29 of Original
Indenture . . . . . . . . . . . . . . . . . . . . .12
Sec. 6. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . .13
Sec. 7. Second 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . .13
Limitation on rights of others . . . . . . . . . . . . . . . .13
Page
Execution in counterparts. . . . . . . . . . . . . . . . . . .14
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .14
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .14
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .16
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Schedule II. . . . . . . . . . . . . . . . . . . . . . . . .II-1
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, 1993,
made and entered into by and between Kentucky Power Company, a
corporation of the Commonwealth of Kentucky, the corporate title of
which was, prior to June 1, 1954, Kentucky and West Virginia Power
Company, Incorporated (hereinafter sometimes called the Company),
party of the first part, and Bankers Trust Company, a corporation
of the State of New York having its principal office in the County
of New York, State of New York, (hereinafter sometimes called the
Corporate Trustee or Trustee), as Trustee, party of the second
part, having an office at Four Albany Street, New York, New York
10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992
and an Indenture Supplemental to Mortgage, dated as of April 1,
1993 (hereinafter called the "Eleventh Supplemental Indenture"),
amending and supplementing the Mortgage in certain respects (the
Mortgage, as heretofore amended and supplemented, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.70% Series due June 1, 2003"
(hereinafter sometimes referred to as the "bonds of the Fourteenth
Series"); and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.90% Series due June 1, 2023"
(hereinafter sometimes referred to as the "bonds of the Fifteenth
Series"); and
Whereas, each of the bonds of the Fourteenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Second 1993 Supplemental Indenture"); and
Whereas, each of the bonds of the Fifteenth Series is to be
substantially in the form set forth in Schedule II to this Second
Supplemental Indenture; and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Second
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Second 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Second 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Second 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Eleventh Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Second 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Second 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Second 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Second 1993 Supplemental Indenture in the above subdivisions
(2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in
Article XIV of the Original Indenture, by reason of the occurrence
of a completed default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Second 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Second 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Second 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Second 1993 Supplemental Indenture.
And this Second 1993 Supplemental Indenture further
Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 1. The Original Indenture is hereby supplemented
by adding immediately after Section 19L, a new Section 19M, as
follows:
Section 19M. The Company hereby creates a fourteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003" (herein called bonds of the Fourteenth Series). The
form of the bonds of the Fourteenth Series shall be
substantially as set forth in Schedule I to the Second 1993
Supplemental Indenture.
The bonds of the Fourteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Fourteenth Series shall be
issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof; the
principal of and premium (if any) and interest on the bonds of
the Fourteenth Series shall be payable in lawful money of the
United States of America; principal and premium (if any) and
interest shall be payable at the office or agency of the
Company in said Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be
mailed to registered owners of the bonds at their respective
addresses that appear on the register thereof; and the rate of
interest shall be the rate per annum specified in the title
thereof, payable semi-annually on the first days of February
and August of each year (commencing August 1, 1993) and on
their maturity date.
The person in whose name any bond of the Fourteenth
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any regular
semi-annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the Fourteenth Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered holders of
bonds of the Fourteenth Series on such record date shall have
no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
Fourteenth Series shall be the registered holders of such
bonds of the Fourteenth Series (or any bond or bonds issued,
directly or after intermediate transactions, upon transfer or
exchange or in substitution thereof) on the date of payment of
such defaulted interest. The term "record date" as used in
this Section 19M, and in the form of Bonds of the Fourteenth
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
shall mean the January 15 or July 15, as the case may be, next
preceding such interest payment date, or, if such January 15
or July 15 is not a Business Day (as defined hereinbelow), the
next preceding Business Day. The term "Business Day" with
respect to any bond of the Fourteenth Series shall mean any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of
New York, New York or the city in which is located any office
or agency maintained for the payment of principal of or
premium, if any, or interest on such bond of the Fourteenth
Series are authorized or required by law, regulation or
executive order to remain closed.
Every registered bond of the Fourteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Fourteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Fourteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Fourteenth Series (the "Original
Issue Date") or a date prior to such record date, then from
the Original Issue Date; provided, that, so long as there is
no existing default in the payment of interest on said bonds,
the holder of any bond authenticated by the Trustee between
the record date for any regular semi-annual interest payment
date and such interest payment date shall not be entitled to
the payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Fourteenth Series shall be
executed on behalf of the Company by its Chairman of the
Board, by its President or by one of its Vice Presidents or by
one of its officers designated by the Board of Directors of
the Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such bonds
of the Fourteenth Series.
The bonds of the Fourteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Second 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Fourteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Fourteenth Series to
be redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Fourteenth Series
designated for redemption in whole or in part.
Registered bonds of the Fourteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Fourteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Fourteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 2. The Original Indenture is hereby supplemented
by adding immediately after Section 19M, a new Section 19N, as
follows:
Section 19N. The Company hereby creates a fifteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023" (herein called bonds of the Fifteenth Series). The form
of the bonds of the Fifteenth Series shall be substantially as
set forth in Schedule II to the Second 1993 Supplemental
Indenture.
The bonds of the Fifteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Fifteenth Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and integral multiples thereof; the principal of and
premium (if any) and interest on the bonds of the Fifteenth
Series shall be payable in lawful money of the United States
of America; principal and premium (if any) and interest shall
be payable at the office or agency of the Company in said
Borough of Manhattan, The City of New York, provided that at
the option of the Company interest may be mailed to registered
owners of the bonds at their respective addresses that appear
on the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of February and August of each year
(commencing August 1, 1993) and on their maturity date.
The person in whose name any bond of the Fifteenth Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the Fifteenth Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the Fifteenth Series
on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the Fifteenth Series shall be the registered
holders of such bonds of the Fifteenth Series (or any bond or
bonds issued, directly or after intermediate transactions,
upon transfer or exchange or in substitution thereof) on the
date of payment of such defaulted interest. The term "record
date" as used in this Section 19N, and in the form of Bonds of
the Fifteenth Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall mean the January 15 or July 15, as the case
may be, next preceding such interest payment date, or, if such
January 15 or July 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the Fifteenth
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the Fifteenth Series are authorized or required
by law, regulation or executive order to remain closed.
Every registered bond of the Fifteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Fifteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Fifteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Fifteenth Series (the "Original Issue
Date") or a date prior to such record date, then from the
Original Issue Date; provided, that, so long as there is no
existing default in the payment of interest on said bonds, the
holder of any bond authenticated by the Trustee between the
record date for any regular semi-annual interest payment date
and such interest payment date shall not be entitled to the
payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Fifteenth Series shall be executed
on behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the
Fifteenth Series.
The bonds of the Fifteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule II to the Second 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Fifteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Fifteenth Series to be
redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Fifteenth Series
designated for redemption in whole or in part.
Registered bonds of the Fifteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Fifteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Fifteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 3. The Original Indenture is hereby supplemented
by adding immediately after Section 21K thereof Section 21L, as
follows:
Section 21L. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the Fourteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Second 1993 Supplemental Indenture
except to the extent required by Section 28 of this Indenture).
Section 4. The Original Indenture is hereby supplemented
by adding immediately after Section 21L thereof Section 21M, as
follows:
Section 21M. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the Fifteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Second 1993 Supplemental Indenture
except to the extent required by Section 28 of this Indenture).
Section 5. The clause "so long as any bonds of the 1979
Series remain outstanding", appearing in subdivisions (7) and (8)
of the first paragraph of Section 5, in the second paragraph of
Section 6, in clause (a) of the third paragraph of Section 26 and
in the fifth paragraph of Section 26 of the Original Indenture
shall be amended to read "so long as any bonds of the 1996 Series,
the 2002 Series, the Tenth Series, the Eleventh Series, the Twelfth
Series, the Thirteenth Series, the Fourteenth Series or the
Fifteenth Series remain outstanding", the clause "when all bonds of
the 1979 Series shall have ceased to be outstanding" appearing in
subdivision (d) of the third paragraph of Section 5 of the Original
Indenture shall be amended to read "when all bonds of the 1996
Series, the 2002 Series, the Tenth Series, the Eleventh Series, the
Twelfth Series, the Thirteenth Series, the Fourteenth Series and
the Fifteenth Series shall have ceased to be outstanding", and the
clause "unless all bonds of the 1979 Series have ceased to be
outstanding" appearing in subdivisions (f) and (g) of the fourth
paragraph of Section 26, and in subdivision (2) of the first
paragraph of Section 29 of the Original Indenture shall be amended
to read "unless all bonds of the 1996 Series, the 2002 Series, the
Tenth Series, the Eleventh Series, the Twelfth Series, the
Thirteenth Series, the Fourteenth Series and the Fifteenth Series
have ceased to be outstanding".
Section 6. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Fourteenth Series or bonds of the Fifteenth Series are
entitled to vote, all holders of bonds of the Fourteenth Series or
bonds of the Fifteenth Series at the time of such meeting shall be
entitled to vote thereat; provided, however, that the Trustee may,
and upon request of the Company or of a majority of the bondholders
of the Fourteenth Series or the Fifteenth Series shall, fix a day
not exceeding ninety days preceding the date for which the meeting
is called as a record date for the determination of holders of
bonds of the Fourteenth Series or the Fifteenth Series entitled to
notice of and to vote at such meeting and any adjournment thereof
and only such registered owners who shall have been such registered
owners on the date so fixed, and who are entitled to vote such
bonds of the Fourteenth Series or the Fifteenth Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 7. As supplemented by this Second 1993
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Second
1993 Supplemental Indenture shall be read, taken and construed as
one and the same instrument. The bonds of the Fourteenth Series
and the bonds of the Fifteenth Series are the original debt secured
by this Second 1993 Supplemental Indenture and the Original
Indenture, and this Second 1993 Supplemental Indenture and the
Original Indenture shall be, and be deemed to be, the original lien
instrument securing the bonds of the Fourteenth Series and the
bonds of the Fifteenth Series.
Nothing in this Second 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Second 1993 Supplemental Indenture, the Company and the Trustee,
any right to avail themselves of any benefit of any provisions of
the Original Indenture or of this Second 1993 Supplemental
Indenture.
This Second 1993 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, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By __/s/ B. M. Barber___
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
_/s/ T. G. Berkemeyer_
(T. G. Berkemeyer)
<PAGE>
Bankers Trust Company
[Seal]
By _/s/ Joanne Adamis____
(Joanne Adamis)
Assistant Vice President
Attest:
_/s/ Shikha Dombek___
(Shikha Dombek)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)<PAGE>
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 12th day of May, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 1st day of May, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
1st day of May, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
12th day of May, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 13th day of May, 1993:
JOANNE ADAMIS AND SHIKHA DOMBEK, whose names are signed to the
writing above, bearing a date as of the 1st day of May, 1993, as an
Assistant Vice President and an Assistant Secretary, respectively,
of BANKERS TRUST COMPANY, have this day acknowledged the same
before me in my County aforesaid.
JOANNE ADAMIS, who signed the writing above and hereto annexed
for BANKERS TRUST COMPANY, a corporation, bearing a date as of the
1st day of May, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared JOANNE ADAMIS, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Vice
President of BANKERS TRUST COMPANY, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said JOANNE
ADAMIS acknowledged said instrument to be the free act and deed of
said corporation.
SHIKHA DOMBEK personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Vice President, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 13th day
of May, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1993
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza,
Columbus, Ohio 43215.
<PAGE>
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.70%
SERIES DUE JUNE 1, 2003
Bond No.
Original Issue Date: May 20, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AF 3
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.70% Series due June 1, 2003 (herein called "bonds of
the Fourteenth Series") created by an Indenture Supplemental dated
as of May 1, 1993 (the "Second 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Second 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Fourteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Fourteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Fourteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Fourteenth Series designated for redemption in whole
or in part.
Any or all of the bonds of the Fourteenth Series may be
redeemed by the Company, on or after June 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
<PAGE>
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer<PAGE>
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.70% SERIES DUE JUNE 1, 2003
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 101.92%
1999 100.96
2000 100.00
2001 100.00
2002 100.00
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
<PAGE>
SCHEDULE II
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.90%
SERIES DUE JUNE 1, 2023
Bond No.
Original Issue Date: May 20, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AE 6
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.90% Series due June 1, 2023 (herein called "bonds of
the Fifteenth Series") created by an Indenture Supplemental dated
as of May 1, 1993 (the "Second 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Second 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Fifteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Fifteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Fifteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Fifteenth Series designated for redemption in whole or
in part.
Any or all of the bonds of the Fifteenth Series may be
redeemed by the Company, on or after June 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
<PAGE>
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer<PAGE>
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.90% SERIES DUE JUNE 1, 2023
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 105.93%
1999 105.53
2000 105.14
2001 104.74
2002 104.35
2003 103.95
2004 103.56
2005 103.16
2006 102.77
2007 102.37
2008 101.98
2009 101.58
2010 101.19
2011 100.79
2012 100.40
2013 100.00
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
<PAGE>
<PAGE>
EXHIBIT 4(c)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of June 1, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
7.90% Series due June 1, 2023
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
<PAGE>
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Sixteenth Series . . . . . . . . 3
Third 1993 Supplemental Indenture. . . . . . . . . . . . . . 3
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19O thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 21N thereto . . . . . . . . . . . . . 9
Sec. 3. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . . 9
Sec. 4. Third 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . . 9
Limitation on rights of others . . . . . . . . . . . . . . . .10
Execution in counterparts. . . . . . . . . . . . . . . . . . .10
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .10
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .10
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .12
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 1993,
made and entered into by and between Kentucky Power Company, a
corporation of the Commonwealth of Kentucky, the corporate title of
which was, prior to June 1, 1954, Kentucky and West Virginia Power
Company, Incorporated (hereinafter sometimes called the Company),
party of the first part, and Bankers Trust Company, a corporation
of the State of New York having its principal office in the County
of New York, State of New York, (hereinafter sometimes called the
Corporate Trustee or Trustee), as Trustee, party of the second
part, having an office at Four Albany Street, New York, New York
10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992,
an Indenture Supplemental to Mortgage, dated as of April 1, 1993
and an Indenture Supplemental to Mortgage, dated as of May 1, 1993
(hereinafter called the "Twelfth Supplemental Indenture"), amending
and supplementing the Mortgage in certain respects (the Mortgage,
as heretofore amended and supplemented, being hereinafter called
the "Original Indenture"), to the Trustee for the security of all
bonds of the Company outstanding thereunder, and by said Original
Indenture conveyed to the Trustee, upon certain trusts, terms and
conditions, and with and subject to certain provisos and covenants
therein contained, all and singular the property, rights and
franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 7.90% Series due June 1, 2023"
(hereinafter sometimes referred to as the "bonds of the Sixteenth
Series"); and
Whereas, each of the bonds of the Sixteenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Third 1993 Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Third
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Third 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Third 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Third 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Twelfth Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Third 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Third 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Third 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Third 1993 Supplemental Indenture in the above subdivisions (2) and
(3) shall (to the extent permitted by law) cease to be so excepted
in the event and as of the date that the Trustee or a receiver or
trustee shall enter upon and take possession of the mortgaged and
pledged property in the manner provided in Article XIV of the
Original Indenture, by reason of the occurrence of a completed
default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Third 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Third 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Third 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Third 1993 Supplemental Indenture.
And this Third 1993 Supplemental Indenture further Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 8. The Original Indenture is hereby supplemented
by adding immediately after Section 19N, a new Section 19O, as
follows:
Section 19O. The Company hereby creates a sixteenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023" (herein called bonds of the Sixteenth Series). The form
of the bonds of the Sixteenth Series shall be substantially as
set forth in Schedule I to the Third 1993 Supplemental
Indenture.
The bonds of the Sixteenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Sixteenth Series shall be issued
in fully registered form without coupons in denominations of
$1,000 and integral multiples thereof; the principal of and
premium (if any) and interest on the bonds of the Sixteenth
Series shall be payable in lawful money of the United States
of America; principal and premium (if any) and interest shall
be payable at the office or agency of the Company in said
Borough of Manhattan, The City of New York, provided that at
the option of the Company interest may be mailed to registered
owners of the bonds at their respective addresses that appear
on the register thereof; and the rate of interest shall be the
rate per annum specified in the title thereof, payable semi-
annually on the first days of February and August of each year
(commencing August 1, 1993) and on their maturity date.
The person in whose name any bond of the Sixteenth Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall be entitled to receive the interest payable
on such interest payment date notwithstanding the cancellation
of such bond of the Sixteenth Series upon any registration of
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment date,
then the registered holders of bonds of the Sixteenth Series
on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the Sixteenth Series shall be the registered
holders of such bonds of the Sixteenth Series (or any bond or
bonds issued, directly or after intermediate transactions,
upon transfer or exchange or in substitution thereof) on the
date of payment of such defaulted interest. The term "record
date" as used in this Section 19O, and in the form of Bonds of
the Sixteenth Series, with respect to any regular semi-annual
interest payment date (other than interest payable upon
redemption) shall mean the January 15 or July 15, as the case
may be, next preceding such interest payment date, or, if such
January 15 or July 15 is not a Business Day (as defined
hereinbelow), the next preceding Business Day. The term
"Business Day" with respect to any bond of the Sixteenth
Series shall mean any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust
companies in The City of New York, New York or the city in
which is located any office or agency maintained for the
payment of principal of or premium, if any, or interest on
such bond of the Sixteenth Series are authorized or required
by law, regulation or executive order to remain closed.
Every registered bond of the Sixteenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Sixteenth Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the Sixteenth
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the Sixteenth Series (the "Original Issue
Date") or a date prior to such record date, then from the
Original Issue Date; provided, that, so long as there is no
existing default in the payment of interest on said bonds, the
holder of any bond authenticated by the Trustee between the
record date for any regular semi-annual interest payment date
and such interest payment date shall not be entitled to the
payment of the interest due on such interest payment date
(other than interest payable upon redemption) and shall have
no claim against the Company with respect thereto; provided,
further, that, if and to the extent the Company shall default
in the payment of the interest due on such interest payment
date, then any such bond shall bear interest from the February
1 or August 1, as the case may be, next preceding its Issue
Date, to which interest has been paid or, if the Company shall
be in default with respect to the interest payment date first
following the Original Issue Date, then from the Original
Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Sixteenth Series shall be executed
on behalf of the Company by its Chairman of the Board, by its
President or by one of its Vice Presidents or by one of its
officers designated by the Board of Directors of the Company
for such purpose, whose signature may be a facsimile, and its
corporate seal shall be thereunto affixed or printed thereon
and attested by its Secretary or one of its Assistant
Secretaries, and the provisions of the penultimate sentence of
said Section 14 shall be applicable to such bonds of the
Sixteenth Series.
The bonds of the Sixteenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Third 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Sixteenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Sixteenth Series to be
redeemed and the Company shall not be required to make
transfers or exchanges of bonds of the Sixteenth Series
designated for redemption in whole or in part.
Registered bonds of the Sixteenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Sixteenth Series may be exchanged for
a like aggregate principal amount of registered bonds of the
Sixteenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 9. The Original Indenture is hereby supplemented
by adding immediately after Section 21M thereof Section 21N, as
follows:
Section 21N. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $25,000,000 principal amount of the bonds of the Sixteenth
Series shall forthwith be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered
from time to time in accordance with the order or orders of the
Company evidenced by a writing or writings signed in the name of
the Company by its President or one of its Vice Presidents and its
Treasurer or one of its Assistant Treasurers (without awaiting the
filing or recording of the Third 1993 Supplemental Indenture except
to the extent required by Section 28 of this Indenture).
Section 10. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Sixteenth Series are entitled to vote, all holders of
bonds of the Sixteenth Series at the time of such meeting shall be
entitled to vote thereat; provided, however, that the Trustee may,
and upon request of the Company or of a majority of the bondholders
of the Sixteenth Series shall, fix a day not exceeding ninety days
preceding the date for which the meeting is called as a record date
for the determination of holders of bonds of the Sixteenth Series
entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall have
been such registered owners on the date so fixed, and who are
entitled to vote such bonds of the Sixteenth Series at the meeting,
shall be entitled to receive notice of such meeting.
Section 11. As supplemented by this Third 1993 Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this Third 1993
Supplemental Indenture shall be read, taken and construed as one
and the same instrument. The bonds of the Sixteenth Series are the
original debt secured by this Third 1993 Supplemental Indenture and
the Original Indenture, and this Third 1993 Supplemental Indenture
and the Original Indenture shall be, and be deemed to be, the
original lien instrument securing the bonds of the Sixteenth
Series.
Nothing in this Third 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Third 1993 Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provisions of the
Original Indenture or of this Third 1993 Supplemental Indenture.
This Third 1993 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, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By _/s/ B. M. Barber__
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ A. A. Pena______
(A. A. Pena)
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
<PAGE>
Bankers Trust Company
[Seal]
By _/s/ Samir Pandiri____
(Samir Pandiri)
Assistant Vice President
Attest:
_/s/ Shikha Dombek___
(Shikha Dombek)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)<PAGE>
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 2nd day of June, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 1st day of June, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
1st day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
2nd day of June, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 3rd day of June, 1993:
SAMIR PANDIRI AND SHIKHA DOMBEK, whose names are signed to the
writing above, bearing a date as of the 1st day of June, 1993, as
an Assistant Vice President and an Assistant Secretary,
respectively, of BANKERS TRUST COMPANY, have this day acknowledged
the same before me in my County aforesaid.
SAMIR PANDIRI, who signed the writing above and hereto annexed
for BANKERS TRUST COMPANY, a corporation, bearing a date as of the
1st day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared SAMIR PANDIRI, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Vice
President of BANKERS TRUST COMPANY, and that the seal affixed to
said instrument is the corporate seal of said corporation, and that
said instrument was signed and sealed in behalf of said
corporation, by authority of its Board of Directors and said SAMIR
PANDIRI acknowledged said instrument to be the free act and deed of
said corporation.
SHIKHA DOMBEK personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Vice President, sealed with its corporate
seal, and attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 3rd day of
June, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza,
Columbus, Ohio 43215.
<PAGE>
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 7.90%
SERIES DUE JUNE 1, 2023
Bond No.
Original Issue Date: June 9, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AG 1
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 7.90% Series due June 1, 2023 (herein called "bonds of
the Sixteenth Series") created by an Indenture Supplemental dated
as of June 1, 1993 (the "Third 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Third 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Sixteenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Sixteenth Series for a period of fifteen
days next preceding any interest payment date or next preceding any
selection of bonds of the Sixteenth Series to be redeemed and the
Company shall not be required to make transfers or exchanges of
bonds of the Sixteenth Series designated for redemption in whole or
in part.
Any or all of the bonds of the Sixteenth Series may be
redeemed by the Company, on or after June 9, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
<PAGE>
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
<PAGE>
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
7.90% SERIES DUE JUNE 1, 2023
(If redeemed during
the twelve months Regular
beginning June 1) Redemption
Year Price
1998 105.93%
1999 105.53
2000 105.14
2001 104.74
2002 104.35
2003 103.95
2004 103.56
2005 103.16
2006 102.77
2007 102.37
2008 101.98
2009 101.58
2010 101.19
2011 100.79
2012 100.40
2013 100.00
2014 100.00
2015 100.00
2016 100.00
2017 100.00
2018 100.00
2019 100.00
2020 100.00
2021 100.00
2022 100.00
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
<PAGE>
<PAGE>
EXHIBIT 4(d)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of June 15, 1993
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
6.70% Series due July 1, 2003
This instrument was prepared by Jeffrey D. Cross, 1 Riverside
Plaza, Columbus, Ohio 43215.
/s/ Jeffrey D. Cross
Jeffrey D. Cross
<PAGE>
TABLE OF CONTENTS
Page
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Execution of Original Indenture. . . . . . . . . . . . . . . 1
Termination of Individual Trustee. . . . . . . . . . . . . . 1
Acquisition of property rights and property. . . . . . . . . 1
Provision for issuance of bonds in one or more series. . . . 2
Right to execute supplemental indenture. . . . . . . . . . . 2
Issue of First Mortgage Bonds. . . . . . . . . . . . . . . 2
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the Seventeenth Series . . . . . . . 3
Fourth 1993 Supplemental Indenture . . . . . . . . . . . . . 4
Compliance with legal requirements . . . . . . . . . . . . . 4
Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . 4
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . . . 4
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . 5
Sec. 1. Supplement to Original Indenture by addition
of new Section 19P thereto . . . . . . . . . . . . . 6
Sec. 2. Supplement to Original Indenture by addition
of new Section 21O thereto . . . . . . . . . . . . . 9
Sec. 3. Provision for record date for meetings of
bondholders. . . . . . . . . . . . . . . . . . . . .10
Sec. 4. Fourth 1993 Supplemental Indenture and Original
Indenture to be construed as one instrument. . . . .10
Limitation on rights of others . . . . . . . . . . . . . . . .10
Execution in counterparts. . . . . . . . . . . . . . . . . . .10
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . .11
Signatures and Seals . . . . . . . . . . . . . . . . . . . . .11
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . . .13
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of the 15th day of June,
1993, made and entered into by and between Kentucky Power Company,
a corporation of the Commonwealth of Kentucky, the corporate title
of which was, prior to June 1, 1954, Kentucky and West Virginia
Power Company, Incorporated (hereinafter sometimes called the
Company), party of the first part, and Bankers Trust Company, a
corporation of the State of New York having its principal office in
the County of New York, State of New York, (hereinafter sometimes
called the Corporate Trustee or Trustee), as Trustee, party of the
second part, having an office at Four Albany Street, New York, New
York 10006;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of May 15, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992
an Indenture Supplemental to Mortgage, dated as of April 1, 1993,
an Indenture Supplemental to Mortgage, dated as of May 1, 1993 and
an Indenture Supplemental to Mortgage, dated as of June 1, 1993
(hereinafter called the "Thirteenth Supplemental Indenture"),
amending and supplementing the Mortgage in certain respects (the
Mortgage, as heretofore amended and supplemented, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $25,000,000 and, of the
bonds so issued, $25,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, 6.70% Series due July 1, 2003"
(hereinafter sometimes referred to as the "bonds of the Seventeenth
Series"); and
Whereas, each of the bonds of the Seventeenth Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"Fourth 1993 Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Fourth
1993 Supplemental Indenture, in the form hereof, for the purposes
herein provided; and
Whereas, all conditions and requirements necessary to make
this Fourth 1993 Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this Fourth 1993 Supplemental Indenture, according to their tenor
and effect, and the performance of all the provisions of the
Original Indenture and this Fourth 1993 Supplemental Indenture
(including any further indenture or indentures supplemental to the
Original Indenture and any modification or alteration made as in
the Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the Thirteenth Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this Fourth 1993 Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this Fourth 1993
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this Fourth 1993 Supplemental Indenture and all
royalties and rentals pertaining thereto; and (6) the Company's
franchise to be a corporation; provided, however, that the property
and rights expressly excepted from the lien and operation of this
Fourth 1993 Supplemental Indenture in the above subdivisions
(2) and (3) shall (to the extent permitted by law) cease to be so
excepted in the event and as of the date that the Trustee or a
receiver or trustee shall enter upon and take possession of the
mortgaged and pledged property in the manner provided in
Article XIV of the Original Indenture, by reason of the occurrence
of a completed default, as defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this Fourth 1993 Supplemental
Indenture, for the benefit and security of those who shall hold the
bonds and coupons issued and to be issued thereunder and hereunder,
or any of them, in accordance with the terms of the Original
Indenture and of this Fourth 1993 Supplemental Indenture, without
preference, priority or distinction as to lien of any of said bonds
or coupons over any others thereof by reason of priority in the
time of issue or negotiation thereof, or otherwise howsoever,
except insofar as any sinking or other fund established in
accordance with the provisions of the Original Indenture and this
Fourth 1993 Supplemental Indenture, may afford additional security
for the bonds of any particular series, and subject, however, to
the conditions, provisions and covenants set forth in the Original
Indenture and in this Fourth 1993 Supplemental Indenture.
And this Fourth 1993 Supplemental Indenture further
Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 12. The Original Indenture is hereby supplemented
by adding immediately after Section 19O, a new Section 19P, as
follows:
Section 19P. The Company hereby creates a seventeenth
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due July 1,
2003" (herein called bonds of the Seventeenth Series). The
form of the bonds of the Seventeenth Series shall be
substantially as set forth in Schedule I to the Fourth 1993
Supplemental Indenture.
The bonds of the Seventeenth Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the Seventeenth Series shall be
issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof; the
principal of and premium (if any) and interest on the bonds of
the Seventeenth Series shall be payable in lawful money of the
United States of America; principal and premium (if any) and
interest shall be payable at the office or agency of the
Company in said Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be
mailed to registered owners of the bonds at their respective
addresses that appear on the register thereof; and the rate of
interest shall be the rate per annum specified in the title
thereof, payable semi-annually on the first days of February
and August of each year (commencing August 1, 1993) and on
their maturity date.
The person in whose name any bond of the Seventeenth
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any regular
semi-annual interest payment date (other than interest payable
upon redemption) shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such bond of the Seventeenth Series upon any
registration of transfer or exchange thereof (including any
exchange effected as an incident to a partial redemption
thereof) subsequent to the record date and prior to such
interest payment date, except, if and to the extent that the
Company shall default in the payment of the interest due on
such interest payment date, then the registered holders of
bonds of the Seventeenth Series on such record date shall have
no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and
the persons entitled to receive payment of any defaulted
interest thereafter payable or paid on any bonds of the
Seventeenth Series shall be the registered holders of such
bonds of the Seventeenth Series (or any bond or bonds issued,
directly or after intermediate transactions, upon transfer or
exchange or in substitution thereof) on the date of payment of
such defaulted interest. The term "record date" as used in
this Section 19P, and in the form of Bonds of the Seventeenth
Series, with respect to any regular semi-annual interest
payment date (other than interest payable upon redemption)
shall mean the January 15 or July 15, as the case may be, next
preceding such interest payment date, or, if such January 15
or July 15 is not a Business Day (as defined hereinbelow), the
next preceding Business Day. The term "Business Day" with
respect to any bond of the Seventeenth Series shall mean any
day, other than a Saturday or Sunday, which is not a day on
which banking institutions or trust companies in The City of
New York, New York or the city in which is located any office
or agency maintained for the payment of principal of or
premium, if any, or interest on such bond of the Seventeenth
Series are authorized or required by law, regulation or
executive order to remain closed.
Every registered bond of the Seventeenth Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the Seventeenth Series preceding the
Issue Date, unless such Issue Date be an interest payment date
to which interest is being paid on the bonds of the
Seventeenth Series, in which case it shall bear interest from
its Issue Date; or unless the Issue Date be the record date
for the interest payment date first following the date of
original issuance of bonds of the Seventeenth Series (the
"Original Issue Date") or a date prior to such record date,
then from the Original Issue Date; provided, that, so long as
there is no existing default in the payment of interest on
said bonds, the holder of any bond authenticated by the
Trustee between the record date for any regular semi-annual
interest payment date and such interest payment date shall not
be entitled to the payment of the interest due on such
interest payment date (other than interest payable upon
redemption) and shall have no claim against the Company with
respect thereto; provided, further, that, if and to the extent
the Company shall default in the payment of the interest due
on such interest payment date, then any such bond shall bear
interest from the February 1 or August 1, as the case may be,
next preceding its Issue Date, to which interest has been paid
or, if the Company shall be in default with respect to the
interest payment date first following the Original Issue Date,
then from the Original Issue Date.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date, redemption date, or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the Seventeenth Series shall be
executed on behalf of the Company by its Chairman of the
Board, by its President or by one of its Vice Presidents or by
one of its officers designated by the Board of Directors of
the Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such bonds
of the Seventeenth Series.
The bonds of the Seventeenth Series shall be redeemable
prior to maturity at the option of the Company in whole at any
time or in part from time to time, upon not less than thirty
but not more than ninety days' previous notice given by mail
to the registered holders of the bonds to be so redeemed, to
the addresses that shall appear upon the register thereof, all
as provided in Article XII of this Indenture, and as in this
section provided, and as further set forth in the form of bond
contained in Schedule I to the Fourth 1993 Supplemental
Indenture.
Notwithstanding the provisions of Section 12 of this
Indenture, the Company shall not be required to make transfers
or exchanges of bonds of the Seventeenth Series for a period
of fifteen days next preceding any interest payment date or
next preceding any selection of bonds of the Seventeenth
Series to be redeemed and the Company shall not be required to
make transfers or exchanges of bonds of the Seventeenth Series
designated for redemption in whole or in part.
Registered bonds of the Seventeenth Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the Seventeenth Series may be exchanged
for a like aggregate principal amount of registered bonds of
the Seventeenth Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 13. The Original Indenture is hereby supplemented
by adding immediately after Section 21N thereof Section 21O, as
follows:
Section 21O. In accordance with and upon compliance with
such provisions of this Indenture as shall be selected for such
purpose by the officers of the Company duly authorized to take such
action, $15,000,000 principal amount of the bonds of the
Seventeenth Series shall forthwith be executed by the Company and
delivered to the Trustee and shall be authenticated by the Trustee
and delivered from time to time in accordance with the order or
orders of the Company evidenced by a writing or writings signed in
the name of the Company by its President or one of its Vice
Presidents and its Treasurer or one of its Assistant Treasurers
(without awaiting the filing or recording of the Fourth 1993
Supplemental Indenture except to the extent required by Section 28
of this Indenture).
Section 14. At any meeting of bondholders held as provided
for in Article XX of the Original Indenture at which holders of
bonds of the Seventeenth Series are entitled to vote, all holders
of bonds of the Seventeenth Series at the time of such meeting
shall be entitled to vote thereat; provided, however, that the
Trustee may, and upon request of the Company or of a majority of
the bondholders of the Seventeenth Series shall, fix a day not
exceeding ninety days preceding the date for which the meeting is
called as a record date for the determination of holders of bonds
of the Seventeenth Series entitled to notice of and to vote at such
meeting and any adjournment thereof and only such registered owners
who shall have been such registered owners on the date so fixed,
and who are entitled to vote such bonds of the Seventeenth Series
at the meeting, shall be entitled to receive notice of such
meeting.
Section 15. As supplemented by this Fourth 1993
Supplemental Indenture, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Fourth
1993 Supplemental Indenture shall be read, taken and construed as
one and the same instrument. The bonds of the Seventeenth Series
are the original debt secured by this Fourth 1993 Supplemental
Indenture and the Original Indenture, and this Fourth 1993
Supplemental Indenture and the Original Indenture shall be, and be
deemed to be, the original lien instrument securing the bonds of
the Seventeenth Series.
Nothing in this Fourth 1993 Supplemental Indenture contained
shall, or shall be construed to, confer upon any person other than
the holders of bonds issued under the Original Indenture and this
Fourth 1993 Supplemental Indenture, the Company and the Trustee,
any right to avail themselves of any benefit of any provisions of
the Original Indenture or of this Fourth 1993 Supplemental
Indenture.
This Fourth 1993 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.
<PAGE>
In Witness Whereof, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Secretary.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By _/s/ B. M. Barber__
(B. M. Barber)
Attest: Assistant Treasurer
_/s/ Jeffrey D. Cross_
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_/s/ A. A. Pena______
(A. A. Pena)
_/s/ J. M. Adams, Jr._
(J. M. Adams, Jr.)
<PAGE>
Bankers Trust Company
[Seal]
By _/s/ Michael K. Clark_
(Michael K. Clark)
Vice President
Attest:
_/s/ K. Wendy Kumar__
(K. Wendy Kumar)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
_/s/ John Florio_____
(John Florio)
_/s/ K. Hackshaw_____
(K. Hackshaw)
<PAGE>
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
I, MARY M. SOLTESZ, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 17th day of June, 1993:
B. M. BARBER AND JEFFREY D. CROSS, whose names are signed to
the writing above, bearing a date as of the 15th day of June, 1993,
as an Assistant Treasurer and an Assistant Secretary, respectively,
of KENTUCKY POWER COMPANY, have this day acknowledged the same
before me in my County aforesaid.
B. M. BARBER, who signed the writing above and hereto annexed
for KENTUCKY POWER COMPANY, a corporation, bearing a date as of the
15th day of June, 1993, has this day in my said County before me
acknowledged the said writing to be the act and deed of said
corporation.
Before me appeared B. M. BARBER, to me personally known, who,
being by me duly sworn, did say that he is an Assistant Treasurer
of KENTUCKY POWER COMPANY, and that the seal affixed to said
instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed in behalf of said corporation, by
authority of its Board of Directors and said B. M. BARBER
acknowledged said instrument to be the free act and deed of said
corporation.
JEFFREY D. CROSS personally came before me this day and
acknowledged that he is an Assistant Secretary of KENTUCKY POWER
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by an Assistant Treasurer, sealed with its corporate seal, and
attested by himself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County of Franklin and State of Ohio, this
17th day of June, 1993.
/s/ Mary M. Soltesz
MARY M. SOLTESZ
Notary Public, State of Ohio
Commission expires July 13, 1994
[SEAL]
<PAGE>
STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )
I, PATRICIA M. CARILLO, a Notary Public, duly qualified,
commissioned and sworn, and acting in and for the County and State
aforesaid, hereby certify that on this 17th day of June, 1993:
MICHAEL K. CLARK AND K. WENDY KUMAR, whose names are signed to
the writing above, bearing a date as of the 15th day of June, 1993,
as a Vice President and an Assistant Secretary, respectively, of
BANKERS TRUST COMPANY, have this day acknowledged the same before
me in my County aforesaid.
MICHAEL K. CLARK, who signed the writing above and hereto
annexed for BANKERS TRUST COMPANY, a corporation, bearing a date as
of the 15th day of June, 1993, has this day in my said County
before me acknowledged the said writing to be the act and deed of
said corporation.
Before me appeared MICHAEL K. CLARK, to me personally known,
who, being by me duly sworn, did say that he is a Vice President of
BANKERS TRUST COMPANY, and that the seal affixed to said instrument
is the corporate seal of said corporation, and that said instrument
was signed and sealed in behalf of said corporation, by authority
of its Board of Directors and said MICHAEL K. CLARK acknowledged
said instrument to be the free act and deed of said corporation.
K. WENDY KUMAR personally came before me this day and
acknowledged that she is an Assistant Secretary of BANKERS TRUST
COMPANY, a corporation, and that by authority duly given and as the
act of the corporation, the foregoing instrument was signed in its
name by a Vice President, sealed with its corporate seal, and
attested by herself as an Assistant Secretary.
IN WITNESS WHEREOF, I have hereunto set my hand and official
notarial seal, in the County and State of New York, this 17th day
of June, 1993.
/s/ Patricia M. Carillo
PATRICIA M. CARILLO
Notary Public, State of New York
No. 41-4747732
Qualified in Queens County
Certificate filed in New York County
Commission expires May 31, 1995
[SEAL]
This instrument was prepared by Jeffrey D. Cross, 1 Riverside Plaza,
Columbus, Ohio 43215.
<PAGE>
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE, 6.70%
SERIES DUE JULY 1, 2003
Bond No.
Original Issue Date: June 24, 1993
Principal Amount:
Semi-annual Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
CUSIP No: 49138P AH 9
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on February 1 and August 1 of each year
(commencing August 1, 1993) and on the maturity date specified in
the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, 6.70% Series due July 1, 2003 (herein called "bonds of
the Seventeenth Series") created by an Indenture Supplemental dated
as of June 15, 1993 (the "Fourth 1993 Supplemental Indenture"), as
provided for in said Mortgage.
The interest payable on any February 1 or August 1 (other
than interest payable upon redemption) will, subject to certain
exceptions provided in said Fourth 1993 Supplemental Indenture, be
paid to the person in whose name this bond is registered at the
close of business on the record date, which shall be the January 15
or July 15, as the case may be, next preceding such interest
payment date, or, if such January 15 or July 15 is not a Business
Day (as hereinbelow defined), the next preceding Business Day. The
term "Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the Seventeenth Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person
in whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of or on account of principal
or (subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date, redemption
date, or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided for on
such Business Day, no interest shall accrue on such amounts for the
period from and after such interest payment date, redemption date,
or the maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the Seventeenth Series for a period of
fifteen days next preceding any interest payment date or next
preceding any selection of bonds of the Seventeenth Series to be
redeemed and the Company shall not be required to make transfers or
exchanges of bonds of the Seventeenth Series designated for
redemption in whole or in part.
Any or all of the bonds of the Seventeenth Series may be
redeemed by the Company, on or after July 1, 1998 at its option, or
by operation of various provisions of the Mortgage, in whole at any
time or in part from time to time upon not less than thirty but not
more than ninety days' previous notice given by mail to the
registered owners of the bonds to be redeemed all as provided in
the Mortgage, (a) if redeemed otherwise than by the use or
application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or cash deposited with or held by the Trustee representing
the proceeds of insurance or released property pursuant to Sections
38 and 67 of Mortgage, at an amount equal to 100% of the principal
amount thereof together in each case with accrued interest to the
date fixed for redemption.
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By________________________
Vice President
(SEAL)
Attest:___________________
Assistant Secretary
<PAGE>
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds,
of the series herein designated,
described in the within-mentioned
Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By______________________________
Authorized Officer
<PAGE>
ANNEX A TO FIRST MORTGAGE BOND,
DESIGNATED SECURED MEDIUM TERM NOTE,
6.70% SERIES DUE JULY 1, 2003
(If redeemed during
the twelve months Regular
beginning July 1) Redemption
Year Price
1998 101.92%
1999 100.96
2000 100.00
2001 100.00
2002 100.00
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Bond and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Bond on the books of the Issuer, with full power of
________________________________________________________________
substitution in the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the within Bond in every
particular without alteration or enlargement or any
change whatsoever.
<PAGE>
EXHIBIT 4(e)
Indenture Supplemental
TO
Mortgage and Deed of Trust
(Dated as of May 1, 1949)
Executed by
KENTUCKY POWER COMPANY
TO
BANKERS TRUST COMPANY,
Trustee
Dated as of ______________ 1, 199__
Creating an Issue of First Mortgage Bonds,
Designated Secured Medium Term Notes,
____% Series due ____________, ____
<PAGE>
TABLE OF CONTENTS
Page
Parties
Recitals
Execution of Original Indenture . . . . . . . . . . . . .
Termination of Individual Trustee . . . . . . . . . . . .
Acquisition of property rights and property . . . . . . .
Provision for issuance of bonds in one or more series . .
Right to execute supplemental indenture . . . . . . . . .
Issue of First Mortgage Bonds . . . . . . . . . . . . . .
Issue of First Mortgage Bonds, Designated Secured
Medium Term Notes of the __________ Series . . . . . .
Form of fully registered Bond of the __________ Series. .
Form of Trustee's Authentication Certificate. . . . . . .
Supplemental Indenture. . . . . . . . . . . . . . . . . .
Compliance with legal requirements. . . . . . . . . . . .
Granting Clauses . . . . . . . . . . . . . . . . . . . . . .
Appurtenances, etc.. . . . . . . . . . . . . . . . . . . . .
Habendum . . . . . . . . . . . . . . . . . . . . . . . . . .
Grant in Trust . . . . . . . . . . . . . . . . . . . . . . .
Sec. 1. Supplement to Original Indenture by addition
of new Section 19__ thereto . . . . . . . . . . . .
Sec. 2. Supplement to Original Indenture by addition
of new Section 21__ thereto . . . . . . . . . . . .
[Sec. 3. Supplement to Section 39 of Original Indenture
by addition of a new Part VII thereto . . . . . . . ]
Sec. 4. Extension of covenants in Section 40 of
Original Indenture. . . . . . . . . . . . . . . . .
Sec. 5. Amendment of Sections 5, 6, 26 and 29 of
Original Indenture. . . . . . . . . . . . . . . . .
Sec. 6. Provision for record date for meetings of
bondholders . . . . . . . . . . . . . . . . . . . .
Sec. 7. 199__ Supplemental Indenture and Original
Indenture to be construed as one instrument . . . .
Limitation on rights of others . . . . . . . . . . . . . . .
Page
Execution in counterparts. . . . . . . . . . . . . . . . . .
Testimonium. . . . . . . . . . . . . . . . . . . . . . . . .
Signatures and Seals . . . . . . . . . . . . . . . . . . . .
Acknowledgments. . . . . . . . . . . . . . . . . . . . . . .
Schedule I . . . . . . . . . . . . . . . . . . . . . . . . . I-1
<PAGE>
SUPPLEMENTAL INDENTURE, dated as of the 1st day of ________
__, 199__, made and entered into by and between Kentucky Power
Company, a corporation of the Commonwealth of Kentucky, the
corporate title of which was, prior to June 1, 1954, Kentucky and
West Virginia Power Company, Incorporated (hereinafter sometimes
called the Company), party of the first part, and Bankers Trust
Company, a corporation of the State of New York having its
principal office in the County of New York, State of New York,
(hereinafter sometimes called the Corporate Trustee or Trustee), as
Trustee, party of the second part, having an office at Four Albany
Street, New York, New York 10015;
Whereas, the Company has heretofore executed and delivered its
Mortgage and Deed of Trust, dated as of May 1, 1949, (hereinafter
called the "Mortgage"), an Indenture Supplemental to Mortgage,
dated as of November 29, 1965, an Indenture Supplemental to
Mortgage, dated as of January 1, 1966, an Indenture Supplemental to
Mortgage, dated as of January 1, 1972, an Indenture Supplemental to
Mortgage, dated as of September 1, 1972, an Indenture Supplemental
to Mortgage, dated as of November 1, 1976, an Indenture
Supplemental to Mortgage, dated as of December 1, 1979, an
Indenture Supplemental to Mortgage, dated as of December 1, 1981,
an Indenture Supplemental to Mortgage, dated as of May 1, 1991, an
Indenture Supplemental to Mortgage, dated as of November 15, 1992,
an Indenture Supplemental to Mortgage, dated as of April 1, 1993,
an Indenture Supplemental to Mortgage, dated as of May 1, 1993, an
Indenture Supplemental to Mortgage, dated as of June 1, 1993, and
an Indenture Supplemental to Mortgage, dated as of June 15, 1993
(hereinafter called the "__________ Supplemental Indenture"),
amending and supplementing the Mortgage in certain respects (the
Mortgage, as heretofore amended and supplemented, being hereinafter
called the "Original Indenture"), to the Trustee for the security
of all bonds of the Company outstanding thereunder, and by said
Original Indenture conveyed to the Trustee, upon certain trusts,
terms and conditions, and with and subject to certain provisos and
covenants therein contained, all and singular the property, rights
and franchises which the Company then owned or should thereafter
acquire, excepting any property expressly excepted by the terms of
the Original Indenture; and
Whereas, effective October 7, 1988, pursuant to Section 115 of
the Original Indenture, the Individual Trustee resigned and all
powers of the Individual Trustee then terminated, as did the
Individual Trustee's right, title and interest in and to the trust
estate, and without appointment of a new trustee as successor to
said Individual Trustee, all the right, title and powers of the
Trustees thereupon devolved upon the Corporate Trustee and its
successors alone; and
Whereas, in addition to the property described in the Original
Indenture, the Company has acquired certain property rights and
property hereinafter described and has covenanted in Section 44 of
the Original Indenture to execute and deliver such further
instruments and do such further acts as may be necessary or proper
to make subject to the lien thereof any property thereafter
acquired and intended to be subject to such lien; and
Whereas, the Original Indenture provides that bonds issued
thereunder may be issued in one or more series and further provides
that, with respect to each series, the rate of interest, the date
or dates of maturity, the dates for the payment of interest, the
terms and rates of optional redemption and other terms and
conditions not inconsistent with the Original Indenture may be
established, prior to the issue of bonds of such series, by an
indenture supplemental to the Original Indenture; and
Whereas, Section 132 of the Original Indenture provides that
any power, privilege or right expressly or impliedly reserved to or
in any way conferred upon the Company by any provision of the
Original Indenture, whether such power, privilege or right is in
any way restricted or is unrestricted, may be in whole or in part
waived or surrendered or subjected to any restriction if at the
time unrestricted or to additional restriction if already
restricted, and that the Company may enter into any further
covenants, limitations or restrictions for the benefit of any one
or more series of bonds issued under the Original Indenture and
provide that a breach thereof shall be equivalent to a default
under the Original Indenture, or the Company may cure any ambiguity
or correct or supplement any defective or inconsistent provisions
contained in the Original Indenture or in any indenture
supplemental to the Original Indenture, by an instrument in
writing, properly executed, and that the Trustee is authorized to
join with the Company in the execution of any such instrument or
instruments; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 5-1/8%
Series due 1996, in the aggregate principal amount of $32,000,000
and, of the bonds so issued, $29,436,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 7-7/8%
Series due 2002, in the aggregate principal amount of $45,000,000
and, of the bonds so issued, $45,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds, 8-7/8%
Series due 2006, in the aggregate principal amount of $30,000,000
and, of the bonds so issued, $30,000,000 principal amount are
outstanding at the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.95% Series due May 10,
2001, in the aggregate principal amount of $20,000,000 and, of the
bonds so issued, $20,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 8.90% Series due May 21,
2001, in the aggregate principal amount of $40,000,000 and, of the
bonds so issued, $40,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.20% Series due December 1,
1999, in the aggregate principal amount of $35,000,000 and, of the
bonds so issued, $35,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.65% Series due May 1, 2003,
in the aggregate principal amount of $15,000,000 and, of the bonds
so issued, $15,000,000 principal amount are outstanding at the date
hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due June 1,
2003, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 7.90% Series due June 1,
2023, in the aggregate principal amount of $25,000,000 and, of the
bonds so issued, $25,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company has heretofore issued, in accordance with
the provisions of the Original Indenture then in effect, bonds of
a series entitled and designated as First Mortgage Bonds,
Designated Secured Medium Term Notes, 6.70% Series due July 1,
2023, in the aggregate principal amount of $15,000,000 and, of the
bonds so issued, $15,000,000 principal amount are outstanding at
the date hereof; and
Whereas, the Company, by appropriate corporate action in
conformity with the terms of the Original Indenture, has duly
determined to create a series of bonds under the Original Indenture
to be entitled and designated as "First Mortgage Bonds, Designated
Secured Medium Term Notes, _____% Series due __________ __, ____"
(hereinafter sometimes referred to as the "bonds of the __________
Series"); and
Whereas, each of the bonds of the __________ Series is to be
substantially in the form set forth in Schedule I to this
Supplemental Indenture (hereinafter sometimes referred to as the
"______ Supplemental Indenture"); and
Whereas, the Company, in the exercise of the powers and
authorities conferred upon and reserved to it under and by virtue
of the provisions of the Original Indenture, and pursuant to
resolutions of its Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this ______
Supplemental Indenture, in the form hereof, for the purposes herein
provided; and
Whereas, all conditions and requirements necessary to make
this ______ Supplemental Indenture a valid, binding and legal
instrument in accordance with its terms have been done, performed
and fulfilled, and the execution and delivery thereof have been in
all respects duly authorized;
Now, therefore, this Indenture Witnesseth:
That Kentucky Power Company, in consideration of the premises
and of the sum of One Dollar ($1.00) and other good and valuable
consideration paid to it by the Trustee at or before the ensealing
and delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under and secured by the Original Indenture and
this ______ Supplemental Indenture, according to their tenor and
effect, and the performance of all the provisions of the Original
Indenture and this ______ Supplemental Indenture (including any
further indenture or indentures supplemental to the Original
Indenture and any modification or alteration made as in the
Original Indenture provided) and of said bonds, has granted,
bargained, sold, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed, and by these presents
does grant, bargain, sell, release, convey, assign, transfer,
mortgage, pledge, set over and confirm unto Bankers Trust Company,
as Trustee, and to its successor or successors in the trust hereby
created, and to its assigns forever, all of the following described
properties of the Company, that is to say:
All property, real, personal and mixed, tangible and
intangible, owned by the Company on the date of the execution
hereof, acquired since the execution of the __________ Supplemental
Indenture (except any hereinafter expressly excepted from the lien
and operation of this ______ Supplemental Indenture).
Together with all and singular the tenements, hereditaments
and appurtenances belonging or in anywise appertaining to the
aforesaid property or any part thereof, with the reversion and
reversions, remainder and remainders and (subject to the provisions
of Section 63 of the Original Indenture) the tolls, rents,
revenues, issues, earnings, income, product and profits thereof and
all the estate, right, title and interest and claim whatsoever, at
law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises
and every part and parcel thereof.
Provided that in addition to the reservations and exceptions
herein elsewhere contained, the following are not and are not
intended to be now or hereafter granted, bargained, sold, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or
confirmed hereunder and are hereby expressly excepted from the lien
and operation of the Original Indenture and this ______
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds and
other obligations and other securities not hereinafter or in the
Original Indenture specifically pledged, paid, deposited, delivered
or held hereunder or thereunder or hereinafter or therein
covenanted so to be; (2) any goods, wares, merchandise or equipment
acquired for the purpose of sale or resale in the usual course of
business or for the purpose of consumption in the operation of any
of the properties of the Company; materials, supplies and
construction equipment; (3) bills, notes and accounts receivable,
judgments, demands and choses in action, and all contracts and
operating agreements not specifically pledged hereunder or under
the Original Indenture or hereinafter or therein covenanted so to
be; (4) the last day of each of the demised terms created by any
lease of property now leased to the Company, and the last day of
any demised term under each and every lease hereafter made or
acquired by the Company and under each and every renewal of any
lease; (5) electric energy and other materials or products
generated, manufactured, produced or purchased by the Company for
sale, distribution or use in the ordinary course of its business;
all timber, gas, oil, ore, minerals (other than coal) and mineral
rights now or hereafter existing upon, within or under any real
estate now or hereafter subject to the lien of the Original
Indenture or this ______ Supplemental Indenture and all royalties
and rentals pertaining thereto; and (6) the Company's franchise to
be a corporation; provided, however, that the property and rights
expressly excepted from the lien and operation of this ______
Supplemental Indenture in the above subdivisions (2) and (3) shall
(to the extent permitted by law) cease to be so excepted in the
event and as of the date that the Trustee or a receiver or trustee
shall enter upon and take possession of the mortgaged and pledged
property in the manner provided in Article XIV of the Original
Indenture, by reason of the occurrence of a completed default, as
defined in said Article XIV.
To have and to hold all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, pledged, set over or confirmed by the
Company as aforesaid, or intended so to be, unto the Trustee and
its successors in the trust.
Subject, however, to the reservations, exceptions, limitations
and restrictions contained in the several deeds, leases,
servitudes, franchises and contracts or other instruments through
which the Company acquired and/or claims title to and/or enjoys the
use of the aforesaid properties; and subject also to encumbrances
of the character defined in Section 6 of the Original Indenture as
"excepted encumbrances", insofar as the same may attach to any of
the property embraced herein.
In trust nevertheless, upon the terms and trusts set forth in
the Original Indenture and in this ______ Supplemental Indenture,
for the benefit and security of those who shall hold the bonds and
coupons issued and to be issued thereunder and hereunder, or any of
them, in accordance with the terms of the Original Indenture and of
this ______ Supplemental Indenture, without preference, priority or
distinction as to lien of any of said bonds or coupons over any
others thereof by reason of priority in the time of issue or
negotiation thereof, or otherwise howsoever, except insofar as any
sinking or other fund established in accordance with the provisions
of the Original Indenture and this ______ Supplemental Indenture,
may afford additional security for the bonds of any particular
series, and subject, however, to the conditions, provisions and
covenants set forth in the Original Indenture and in this ______
Supplemental Indenture.
And this ______ Supplemental Indenture further Witnesseth:
That in further consideration of the premises and for the
considerations aforesaid, the Company, for itself and its
successors and assigns, hereby covenants and agrees to and with the
Trustee, and its successor or successors in such trust, as follows:
Section 1. The Original Indenture is hereby supplemented by
adding immediately after Section 19__, a new Section 19__, as
follows:
Section 19__. The Company hereby creates an additional
series of bonds to be issued under and secured by this
Indenture, to be designated and to be distinguished from the
bonds of all other series by the title "First Mortgage Bonds,
Designated Secured Medium Term Notes, _____% Series due
__________ __, ____" (herein called bonds of the __________
Series). The form of the bonds of the __________ Series shall
be substantially as set forth in Schedule I to the ______
Supplemental Indenture.
The bonds of the __________ Series shall mature on the
date specified in their title. Unless otherwise determined by
the Company, the bonds of the __________ Series shall be
issued in fully registered form without coupons in
denominations of $1,000 and integral multiples thereof; the
principal of and premium (if any) and interest on the bonds of
the __________ Series shall be payable in lawful money of the
United States of America; principal and premium (if any) and
interest shall be payable at the office or agency of the
Company in said Borough of Manhattan, The City of New York,
provided that at the option of the Company interest may be
mailed to registered owners of the bonds at their respective
addresses that appear on the register thereof; and the rate of
interest shall be the rate per annum specified in the title
thereof, payable semi-annually on the first days of __________
and __________ of each year (commencing __________ 1, 199_)
and on their maturity date.
The person in whose name any bond of the __________
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any regular
semi-annual interest payment date [(other than interest
payable upon redemption [or maturity])] shall be entitled to
receive the interest payable on such interest payment date
notwithstanding the cancellation of such bond of the
__________ Series upon any registration of transfer or
exchange thereof (including any exchange effected as an
incident to a partial redemption thereof) subsequent to the
record date and prior to such interest payment date, except,
if and to the extent that the Company shall default in the
payment of the interest due on such interest payment date,
then the registered holders of bonds of the __________ Series
on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders
on such record date, and the persons entitled to receive
payment of any defaulted interest thereafter payable or paid
on any bonds of the __________ Series shall be the registered
holders of such bonds of the __________ Series (or any bond or
bonds issued, directly or after intermediate transactions,
upon transfer or exchange or in substitution thereof) on the
date of payment of such defaulted interest. The term "record
date" as used in this Section 19K, and in the form of Bonds of
the __________ Series, with respect to any regular semi-annual
interest payment date [(other than interest payable on
redemption [or maturity])] shall mean the __________ 15 or
__________ 15, as the case may be, next preceding such
interest payment date, or, if such __________ 15 or __________
15 is not a Business Day (as defined hereinbelow), the next
preceding Business Day. The term "Business Day" with respect
to any bond of the __________ Series shall mean any day, other
than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in The City of New York, New
York or the city in which is located any office or agency
maintained for the payment of principal of or premium, if any,
or interest on such bond of the __________ Series are
authorized or required by law, regulation or executive order
to remain closed.
Every registered bond of the __________ Series shall be
dated the date of authentication ("Issue Date") and shall bear
interest computed on the basis of a 360-day year consisting of
twelve 30-day months from its Issue Date or from the latest
semi-annual interest payment date to which interest has been
paid on the bonds of the __________ Series preceding the Issue
Date, unless such Issue Date be an interest payment date to
which interest is being paid on the bonds of the __________
Series, in which case it shall bear interest from its Issue
Date; or unless the Issue Date be the record date for the
interest payment date first following the date of original
issuance of bonds of the __________ Series (the "Original
Issue Date") or a date prior to such record date, then from
the Original Issue Date; provided, that, so long as there is
no existing default in the payment of interest on said bonds,
the holder of any bond authenticated by the Trustee between
the record date for any regular semi-annual interest payment
date [(other than interest payable upon redemption [or
maturity])] and such interest payment date shall not be
entitled to the payment of the interest due on such interest
payment date [(other than interest payable upon redemption
[or maturity])] and shall have no claim against the Company
with respect thereto; provided, further, that, if and to the
extent the Company shall default in the payment of the
interest due on such interest payment date, then any such bond
shall bear interest from the __________ 1 or __________ 1, as
the case may be, next preceding its Issue Date, to which
interest has been paid or, if the Company shall be in default
with respect to the interest payment date first following the
Original Issue Date, then from the Original Issue Date.
If any semi-annual interest payment date, [redemption
date,] or the maturity date is not a Business Day, payment of
amounts due on such date may be made on the next succeeding
Business Day, and, if such payment is made or duly provided
for on such Business Day, no interest shall accrue on such
amounts for the period from and after such interest payment
date [, redemption date] or the maturity date, as the case may
be, to such Business Day.
Notwithstanding the provisions of Section 14 of this
Indenture, the bonds of the __________ Series shall be
executed on behalf of the Company by its Chairman of the
Board, by its President or by one of its Vice Presidents or by
one of its officers designated by the Board of Directors of
the Company for such purpose, whose signature may be a
facsimile, and its corporate seal shall be thereunto affixed
or printed thereon and attested by its Secretary or one of its
Assistant Secretaries, and the provisions of the penultimate
sentence of said Section 14 shall be applicable to such bonds
of the __________ Series.
The bonds of the __________ Series are redeemable in
accordance with Article XII of this Indenture, and as further
set forth in the form of bond contained in Schedule I to the
______ Supplemental Indenture.
[The Company shall not be required to make transfers or
exchanges of bonds of the __________ Series for a period of
fifteen days next preceding any selection of bonds of the
__________ Series to be redeemed or to make transfers or
exchanges of any bonds of the __________ Series designated in
whole or in part for redemption.] Notwithstanding the
provisions of Section 12 of this Indenture, the Company shall
not be required to make transfers or exchanges of bonds of the
__________ Series for a period of fifteen days next preceding
any interest payment date.
[In case the Company shall at any time elect to redeem
all or any part of the bonds of the __________ Series it shall
give notice to the effect that it has elected to redeem all or
a part thereof, as the case may be, on a date therein
designated, specifying in case of redemption of a part of the
bonds of the __________ Series the distinctive numbers of the
bonds to be redeemed, and in every case stating in substance
that on said date there will become and be due and payable
upon each bond so to be redeemed, at the office or agency of
the Company in the Borough of Manhattan, The City of New York,
the redemption price thereof (or of a specified portion
thereof in the case of partial redemption), and that on and
after such date interest thereon will cease to accrue.]
Registered bonds of the __________ Series shall be
transferable upon presentation and surrender thereof, for
cancellation, at the office or agency of the Company in the
Borough of Manhattan, The City of New York, and at such other
office or agency of the Company as the Company may designate,
by the registered holders thereof, in person or by duly
authorized attorney, in the manner and upon payment, if
required by the Company, of the charges prescribed in this
Indenture. In the manner and upon payment, if required by the
Company, of the charges prescribed in this Indenture,
registered bonds of the __________ Series may be exchanged for
a like aggregate principal amount of registered bonds of the
__________ Series of other authorized denominations, upon
presentation and surrender thereof, for cancellation, at the
office or agency of the Company in the Borough of Manhattan,
The City of New York and at such other office or agency of the
Company as the Company may designate.
Section 2. The Original Indenture is hereby supplemented by
adding immediately after Section 21__ thereof Section 21__, as
follows:
Section 21__. In accordance with and upon compliance with the
provisions of Article VI of the Indenture, $ principal
amount of the bonds of the __________ Series shall forthwith be
executed by the Company and delivered to the Trustee and shall be
authenticated by the Trustee and delivered from time to time in
accordance with the order or orders of the Company evidenced by a
writing or writings signed in the name of the Company by its
President or one of its Vice Presidents and its Treasurer or one of
its Assistant Treasurers (without awaiting the filing or recording
of the ______ Supplemental Indenture except to the extent required
by Section 28 of the Indenture).
[Section 3. Section 39 of the Original Indenture is hereby
supplemented by adding at the end thereof a new Part ____ which
shall read as follows:
Part ____
That, so long as any of the bonds of the __________
Series remain outstanding, it will on or before May 1 of each
year beginning with the year 199__, deliver to the Corporate
Trustee:
(1) A Treasurer's certificate which shall state:
(a) the greatest principal amount of all bonds of
the __________ Series theretofore at any one time
outstanding; and
(b) the cost or fair value to the Company (whichever
shall be less) of any property additions which are not
then funded property and which the Company elects to make
the basis of a credit under this Part ____; and/or
(c) the aggregate principal amount of any bonds or
fraction of a bond to the authentication and delivery of
which the Company shall then be entitled under any of the
provisions of this Indenture (other than on the basis of
property additions or a deposit of cash) and which the
Company elects not to have authenticated and delivered
hereunder; and that the Company waives such right to the
authentication and delivery of each such bond or fraction
thereof and elects to make the waiver of such right the
basis of a credit under this Part ____.
(2) An amount in cash and/or principal amount of bonds of
the __________ Series equivalent to one per centum (1%) of the
greatest principal amount of bonds of the __________ Series
theretofore at any one time outstanding; provided, however,
that there shall be credited against the amount of cash or
bonds payable or deliverable pursuant to this paragraph (2),
(i) sixty per centum (60%) of the cost or fair value
(whichever shall be less) of any property additions which
shall be set forth pursuant to clause (b) of the Treasurer's
certificate provided for by paragraph (1) of this Part ____
and (ii) the principal amount of the bonds set forth pursuant
to clause (c) of the Treasurer's certificate provided for by
paragraph (1) of this Part ____. All cash deposited by the
Company with the Corporate Trustee pursuant to the provisions
of this paragraph (2) may be withdrawn, used or applied in the
manner, to the extent, for the purposes and subject to the
conditions provided in Section 67 hereof, except that under
the provisions of subdivision (1) thereof, such cash may be
withdrawn only in an amount equal to one hundred per centum
(100%) of the principal amount of each bond or fraction of a
bond to the authentication and delivery of which the Company
shall be entitled under any of the provisions of this
Indenture (other than those contained in Section 30 hereof)
and except that under the provisions of subdivisions (2) and
(3) of said Section 67, such cash may be applied only to the
purchase or redemption of bonds of the __________ Series.
In case credit under the provisions of this Part ____ is
applied for in whole or in part upon the right to the
authentication and delivery of bonds or upon the basis of
property additions, the Company, except as otherwise in this
Part VII provided, shall comply with all applicable provisions
of this Indenture which would then be applicable upon the
authentication and delivery of bonds, or which would be
applicable if such property additions were then made the basis
of an application for the authentication of bonds thereon. In
either such case the Company shall file with the Corporate
Trustee appropriate documents evidencing compliance with all
such applicable provisions; provided, however, that in no such
case shall the Company be required to deliver to the Corporate
Trustee any resolution or documents such as are described in
subdivisions (1), (2), (6) and (9) of Section 28 or any
opinion with respect to the authorization of the issuance of
bonds by governmental authorities or by the Company or to
comply with any earnings requirements.
Any such election under clause (c) of the Treasurer's
certificate provided for by paragraph (1) of this Part ____
shall operate as a waiver by the Company of such right to the
authentication and delivery of such bonds or fraction of a
bond to the extent so elected and to such extent such bonds or
fraction of a bond may not thereafter be authenticated and
delivered hereunder.
Any bonds issued under this Indenture deposited with the
Corporate Trustee pursuant to the provisions of this Part ____
shall forthwith be cancelled by the Corporate Trustee and,
upon the request of the Company, the Corporate Trustee may
destroy the same and deliver to the Company a certificate of
such destruction.
All prior lien bonds deposited with the Corporate Trustee
pursuant to the provisions of this Part ____ shall be held by
the Corporate Trustee subject to the provisions of Article XI
hereof.]
Section 4. The covenants in the first ten paragraphs of
Section 40 of the Original Indenture as currently in effect shall
remain in effect so long as any of the bonds of the __________
Series are outstanding with the same effect as if said provisions
of Section 40 were repeated in this ______ Supplemental Indenture
with the words "__________ Series" substituted in place of the
words "1979 Series" each time such words appear in said covenants
in Section 40 of the Original Indenture.
Section 5. The clause "so long as any bonds of the 1979
Series remain outstanding", appearing in subdivisions (7) and (8)
of the first paragraph of Section 5, in the second paragraph of
Section 6, in clause (a) of the third paragraph of Section 26 and
in the fifth paragraph of Section 26 of the Original Indenture
shall be amended to read "so long as any bonds of the 1996 Series,
the 2002 Series, the 2006 Series, the Tenth Series, the Eleventh
Series, the Twelfth Series, the Thirteenth Series, the Fourteenth
Series or the __________ Series remain outstanding", the clause
"when all bonds of the 1979 Series shall have ceased to be
outstanding" appearing in subdivision (d) of the third paragraph of
Section 5 of the Original Indenture shall be amended to read "when
all bonds of the 1996 Series, the 2002 Series, the 2006 Series, the
Tenth Series, the Eleventh Series, the Twelfth Series, the
Thirteenth Series, the Fourteenth Series or the __________ Series
shall have ceased to be outstanding", and the clause "unless all
bonds of the 1979 Series have ceased to be outstanding" appearing
in subdivisions (f) and (g) of the fourth paragraph of Section 26,
and in subdivision (2) of the first paragraph of Section 29 of the
Original Indenture shall be amended to read "unless all bonds of
the 1996 Series, the 2002 Series, the 2006 Series, the Tenth
Series, the Eleventh Series, the Twelfth Series, the Thirteenth
Series, the Fourteenth Series or the __________ Series have ceased
to be outstanding".
Section 6. At any meeting of bondholders held as provided for
in Article XX of the Original Indenture at which holders of bonds
of the __________ Series are entitled to vote, all holders of bonds
of the __________ Series at the time of such meeting shall be
entitled to vote thereat; provided, however, that the Trustee may,
and upon request of the Company or of a majority of the bondholders
of the __________ Series shall, fix a day not exceeding ninety days
preceding the date for which the meeting is called as a record date
for the determination of holders of bonds of the __________ Series
entitled to notice of and to vote at such meeting and any
adjournment thereof and only such registered owners who shall have
been such registered owners on the date so fixed, and who are
entitled to vote such bonds of the __________ Series at the
meeting, shall be entitled to receive notice of such meeting.
Section 7. As supplemented by this ______ Supplemental
Indenture, the Original Indenture is in all respects ratified and
confirmed, and the Original Indenture and this ______ Supplemental
Indenture shall be read, taken and construed as one and the same
instrument. The bonds of the __________ Series are the original
debt secured by this ______ Supplemental Indenture and the Original
Indenture, and this ______ Supplemental Indenture and the Original
Indenture shall be, and be deemed to be, the original lien
instrument securing the bonds of the __________ Series.
Nothing in this ______ Supplemental Indenture contained shall,
or shall be construed to, confer upon any person other than the
holders of bonds issued under the Original Indenture and this
______ Supplemental Indenture, the Company and the Trustee, any
right to avail themselves of any benefit of any provisions of the
Original Indenture or of this ______ Supplemental 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, Kentucky Power Company, party of the first
part, has caused this instrument to be signed in its name and
behalf by its Chairman, its President, a Vice President or an
Assistant Treasurer, and its corporate seal to be hereunto affixed
and attested by its Secretary or an Assistant Secretary, and
Bankers Trust Company, the party hereto of the second part, in
token of its acceptance of the trust hereby created, has caused
this instrument to be signed in its name and behalf by a Vice
President or an Assistant Vice President, and its corporate seal to
be hereunto affixed and attested by an Assistant Vice President.
Executed and delivered as of the day and year first above written.
Kentucky Power Company
[Seal]
By: __________________________
(B. M. Barber)
Attest: Assistant Treasurer
_________________________
(Jeffrey D. Cross)
Assistant Secretary
Signed, sealed, acknowledged and delivered by
Kentucky Power Company in the presence of:
_________________________
(A. A. Pena)
_________________________
(Ann B. Graf)
<PAGE>
Bankers Trust Company
[Seal]
By: ___________________________
( )
Assistant Vice President
Attest:
________________________
( )
Assistant Vice President
Signed, sealed, acknowledged and delivered by
Bankers Trust Company in the presence of:
________________________
( )
________________________
( )
<PAGE>
State of Ohio }
} ss:
County of Franklin, }
On this ____ day of __________, 199__, personally
appeared before me, a Notary Public within and for said County in
the State aforesaid, B. M. BARBER and JEFFREY D. CROSS, to me known
and known to me to be respectively an Assistant Treasurer and
Assistant Secretary of KENTUCKY POWER COMPANY, one of the
corporations named in and which executed the foregoing instrument,
who severally acknowledged that they did sign and seal said
instrument as such Assistant Treasurer and Assistant Secretary for
and on behalf of said corporation and that the same is their free
act and deed as such Assistant Treasurer and Assistant Secretary,
respectively, and the free and corporate act and deed of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and official
seal at Columbus, Ohio, this ____ day of ____________, 199__.
[Notarial Seal]
__________________________________
MARY M. SOLTESZ
Notary Public, State of Ohio
My Commission Expires July 13, 1994
[94FN0008.KPC]
<PAGE>
State of New York }
} ss:
County of New York }
On the day of , 199__, before me personally
came , to me known, who being by me duly sworn,
did depose and say that he resides in , ;
that he is an Assistant Vice President of BANKERS TRUST COMPANY,
Four Albany Street, New York, New York 10015, the corporation
described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order
of the Board of Directors of said corporation, and that he signed
his name thereto by like order and said
acknowledged said instrument to be the act and deed of said
corporation and of himself as Assistant Vice President of said
corporation.
[NOTARIAL SEAL]
The foregoing instrument was prepared by Jeffrey D. Cross, 1
Riverside Plaza, Columbus, Ohio 43215
___________________________
Jeffrey D. Cross
[94FN0008.KPC]
<PAGE>
SCHEDULE I
KENTUCKY POWER COMPANY
FIRST MORTGAGE BOND, DESIGNATED
SECURED MEDIUM TERM NOTE ____%
SERIES DUE __________ __, ____
Bond No.
Original Issue Date:
Principal Amount:
Semi-annual Interest Payment Dates: __________ 1 and __________ 1
Record Dates: __________ 15 and __________ 15
CUSIP No:
KENTUCKY POWER COMPANY, a corporation of the Commonwealth
of Kentucky (hereinafter called the "Company"), for value received,
hereby promises to pay to ____________ or registered assigns, the
Principal Amount set forth above on the maturity date specified in
the title of this bond in lawful money of the United States of
America, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and to pay to the registered owner
hereof interest on said amount from the date of authentication of
this bond (herein called the "Issue Date") or latest semi-annual
interest payment date to which interest has been paid on the bonds
of this series preceding the Issue Date, unless the Issue Date be
an interest payment date to which interest is being paid, in which
case from the Issue Date or unless the Issue Date be the record
date for the interest payment date first following the Original
Issue Date set forth above or a date prior to such record date,
then from the Original Issue Date (or, if the Issue Date is between
the record date for any interest payment date and such interest
payment date, then from such interest payment date, provided,
however, that if and to the extent that the Company shall default
in the payment of the interest due on such interest payment date,
then from the next preceding semi-annual interest payment date to
which interest has been paid on the bonds of this series, or if
such interest payment date is the interest payment date first
following the Original Issue Date set forth above, then from the
Original Issue Date), until the principal hereof shall have become
due and payable, at the rate per annum specified in the title of
this bond, payable on __________ 1 and __________ 1 of each year
(commencing __________ 1, 199__) and on the maturity date specified
in the title of this bond; provided that, at the option of the
Company, such interest may be paid by check, mailed to the
registered owner of this bond at such owner's address appearing on
the register hereof.
This bond is one of a duly authorized issue of bonds of the
Company, issuable in series, and is one of a series known as its
First Mortgage Bonds, of the series designated in its title, all
bonds of all series issued and to be issued under and equally
secured (except insofar as any sinking fund, established in
accordance with the provisions of the Mortgage hereinafter
mentioned, may afford additional security for the bonds of any
particular series) by a Mortgage and Deed of Trust (herein,
together with any indentures supplemental thereto, called the
Mortgage), dated as of May 1, 1949, executed by the Company to
BANKERS TRUST COMPANY and JOSEPH C. KENNEDY, as Trustees, to which
Mortgage reference is made for a description of the property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the bonds and of the Trustee in respect
thereof, the duties and immunities of the Trustee, and the terms
and conditions upon which the bonds are secured. With the consent
of the Company and to the extent permitted by and as provided in
the Mortgage, the rights and obligations of the Company and/or of
the holders of the bonds and/or coupons and/or the terms and
provisions of the Mortgage and/or of any instruments supplemental
thereto may be modified or altered by affirmative vote, or written
consent, of the holders of at least seventy-five per centum (75%)
in principal amount of the bonds affected by such modification or
alteration then outstanding under the Mortgage (excluding bonds
disqualified from voting by reason of the Company's interest
therein as provided in the Mortgage); provided that, without the
consent of the owner hereof, no such modification or alteration
shall permit the extension of the maturity of the principal of or
interest on this bond or the reduction in the rate of interest
hereon or any other modification in the terms of payment of such
principal or interest or the creation of a lien on the mortgaged
and pledged property ranking prior to or on a parity with the lien
of the Mortgage or the deprivation of the holder of a lien upon
such property or reduce the above percentage.
As provided in said Mortgage, said bonds may be for various
principal sums and are issuable in series, which may mature at
different times, may bear interest at different rates and may
otherwise vary as therein provided, and this bond is one of a
series entitled "First Mortgage Bonds, Designated Secured Medium
Term Notes, ____% Series due __________ __, ____ (herein called
"bonds of the __________ Series") created by an Indenture
Supplemental dated as of __________ __, 199__ (the "______
Supplemental Indenture"), as provided for in said Mortgage.
The interest payable on any __________ 1 or __________ 1
[(other than interest payable upon redemption [or maturity])]
will, subject to certain exceptions provided in said ______
Supplemental Indenture, be paid to the person in whose name this
bond is registered at the close of business on the record date,
which shall be the _________ 15 or __________ 15, as the case may
be, next preceding such interest payment date, or, if such
__________ 15 or __________ 15 is not a Business Day (as
hereinbelow defined), the next preceding Business Day. The term
"Business Day" means any day, other than a Saturday or Sunday,
which is not a day on which banking institutions or trust companies
in The City of New York, New York or the city in which is located
any office or agency maintained for the payment of principal of or
premium, if any, or interest on bonds of the __________ Series are
authorized or required by law, regulation or executive order to
remain closed.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of principal or
(subject to the provisions hereof) interest hereon and for all
other purposes, and the Company and the Trustee shall not be
affected by any notice to the contrary.
If any semi-annual interest payment date [or redemption date]
or the maturity date is not a Business Day, payment of amounts due
on such date may be made on the next succeeding Business Day, and,
if such payment is made or duly provided for on such Business Day,
no interest shall accrue on such amounts for the period from and
after such interest payment date [or redemption date] or the
maturity date, as the case may be, to such Business Day.
The Company shall not be required to make transfers or
exchanges of bonds of the __________ Series for a period of fifteen
days next preceding any interest payment date, or next preceding
any selection of bonds of the __________ Series to be redeemed, and
the Company shall not be required to make transfers or exchanges of
any bonds of the __________ Series designated for redemption in
whole or in part.
[Any or all of the bonds of the __________ Series may be
redeemed by the Company, on or after __________ __, 199__ at its
option, or by operation of various provisions of the Mortgage, in
whole at any time or in part from time to time upon not less than
thirty but not more than ninety days' previous notice given by mail
to the registered owners of the bonds to be redeemed all as
provided in the Mortgage, (a) if redeemed otherwise than by the use
or application of cash deposited pursuant to the maintenance and
replacement fund provisions of Section 40 of the Mortgage or the
improvement fund provisions of Section 39 of the Mortgage, or cash
deposited with or held by the Trustee representing the proceeds of
insurance or released property pursuant to Sections 38 and 67 of
the Mortgage, at an amount equal to a percentage of the principal
amount thereof determined as set forth in Annex A hereto under the
heading "Regular Redemption Price" together in each case with
accrued interest to the date fixed for redemption; or (b) if
redeemed by the use or application of cash deposited pursuant to
the maintenance and replacement fund provisions of Section 40 of
Mortgage or the improvement fund provisions of Section 39 of the
Mortgage, or cash deposited with or held by the Trustee
representing the proceeds of insurance or released property
pursuant to Sections 38 and 67 of Mortgage, at an amount equal to
100% of the principal amount thereof together on each case with
accrued interest to the date fixed for redemption.]
The principal hereof may be declared or may become due prior
to the express date of the maturity hereof on the conditions, in
the manner and at the time set forth in the Mortgage, upon the
occurrence of a completed default as in the Mortgage provided.
The bonds of this series are issuable only as registered bonds
without coupons in denominations of $1,000 and authorized multiples
thereof. This bond is transferable as prescribed in the Mortgage
by the registered owner hereof in person, or by his duly authorized
attorney, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, and at such other office or agency
of the Company as the Company may designate, upon surrender and
cancellation of this bond and upon payment, if the Company shall
require it, of the transfer charges prescribed in the Mortgage,
and, thereupon, a new registered bond or bonds of authorized
denominations of the same series for a like principal amount will
be issued to the transferee in exchange herefor as provided in the
Mortgage. In the manner and upon payment, if the Company shall
require it, of the charges prescribed in the Mortgage, registered
bonds of this series may be exchanged for a like aggregate
principal amount of registered bonds of other authorized
denominations of the same series, upon presentation and surrender
thereof, for cancellation, at the office or agency of the Company
in the Borough of Manhattan, The City of New York, or at such other
office or agency of the Company as the Company may designate.
No recourse shall be had for the payment of the principal of
or interest on this bond against any incorporator or any past,
present or future stockholder, officer or director, as such, of the
Company, or any successor corporation, either directly or through
the Company or any successor corporation, under any rule of law,
statute or constitution or by the enforcement of any assessment or
otherwise, all such liability of incorporators, stockholders,
officers and directors, as such, being waived and released by the
holder or owner hereof by the acceptance of this bond and being
likewise waived and released by the terms of the Mortgage.
This bond shall not become valid or obligatory for any purpose
until BANKERS TRUST COMPANY, the Trustee under the Mortgage, or its
successor thereunder, shall have signed the form of Authentication
Certificate endorsed hereon.
In Witness Whereof, Kentucky Power Company has caused this
bond to be executed in its name by the signature of its Chairman of
the Board, its President or one of its Vice Presidents and its
corporate seal, or a facsimile thereof, to be impressed or
imprinted hereon and attested by the signature of its Secretary or
one of its Assistant Secretaries.
Dated:
KENTUCKY POWER COMPANY
By: ___________________________
Vice President
(SEAL)
Attest: _______________________
Assistant Secretary
TRUSTEE'S AUTHENTICATION CERTIFICATE
This bond is one of the bonds, of the
series herein designated, described
in the within-mentioned Mortgage.
BANKERS TRUST COMPANY,
as Trustee,
By: ______________________________
Authorized Officer
<PAGE>
ANNEX A TO FIRST MORTGAGE BOND
DESIGNATED SECURED MEDIUM TERM NOTE,
____% SERIES DUE _______ __,____
If redeemed during
the twelve months Regular
beginning Redemption
________ 1, Price
[94FN0008.KPC]
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE)
the within Bond and all rights thereunder, hereby irrevocably
constituting and appointing such person attorney to transfer such
Bond on the books of the Issuer, with full power of substitution in
the premises.
Dated: ______________________ ____________________________
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within Bond in
every particular without alteration or enlargement or
any change whatsoever.
[94FN0008.KPC]
</PAGE>
<PAGE>
EXHIBIT 5
April 5, 1994
Kentucky Power Company
1701 Central Avenue
Ashland, Kentucky 41101
Dear Sirs:
With respect to the Registration Statement on Form
S-3 of Kentucky Power Company (hereinafter called the
"Company") relating to the issuance and sale by the Company,
in one or more transactions from time to time, of its Debt
Securities (hereinafter called the "Debt Securities"), under
the Mortgage and Deed of Trust of the Company dated as of May
1, 1949, as supplemented and amended and as to be supplemented
and amended in connection with the issue and sale of the Debt
Securities, we wish to advise you as follows.
We are of the opinion that, when the steps mentioned
in the next paragraph below have been taken, the Debt
Securities will be valid, legal and binding obligations of the
Company, subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of
good faith and fair dealing.
The steps to be taken which are referred to in the
next preceding paragraph consist of the following:
(1) Appropriate definitive action by the Board of
Directors of the Company with respect to the proposed
transactions set forth in said Registration Statement;
(2) Appropriate action by and before the Public
Service Commission of Kentucky in respect of the proposed
transactions set forth in said Registration Statement;
(3) Compliance with the Securities Act of 1933, as
amended, and with the Trust Indenture Act of 1939, as
amended;
(4) Execution and delivery of one or more proposed
Indentures Supplemental to Indenture of Mortgage and Deed
of Trust under which the Debt Securities will be issued,
and the recording and filing thereof in all required
offices of record in Kentucky; and
(5) Issuance and sale of the Debt Securities by the
Company in accordance with the Mortgage and Deed of Trust
and with the governmental and corporate authorizations
aforesaid.
Insofar as this opinion relates to matters governed
by laws of the Commonwealth of Kentucky, this firm has
consulted, and may consult further, with local counsel in
which this firm has confidence and will rely, as to such
matters, upon such opinions or advice of such counsel which
will be delivered to this firm prior to the closing of the
sale of the Debt Securities. This opinion does not purport,
and it is not intended, to cover any questions relating to
property titles, franchises or the lien of the above-mentioned
Mortgage and Deed of Trust.
We consent to the filing of this opinion as an
exhibit to said Registration Statement and to the use of our
name and the inclusion of the statements in regard to us set
forth in said Registration Statement under the caption "Legal
Opinions".
Very truly yours,
/s/ Simpson Thacher & Bartlett
SIMPSON THACHER & BARTLETT
I:\FINANCE\KPCO\94FN0023.KPC
</PAGE>
<PAGE>
EXHIBIT 23(c)
Law Office of
GRAY, WOODS & COOPER
April 5, 1994
Kentucky Power Company
c/o American Electric Power
Service Corp.
1 Riverside Plaza
Columbus, Ohio 43215
Dear Sirs:
We hereby consent to the use of our firm name in the
Registration Statement currently being filed by Kentucky Power
Company with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, for the
registration thereunder of $70,000,000.00 aggregate, the
principal amount of debt securities.
We further consent to the making of the statements with
respect to our firm under the captions "Legal Opinions" and
"Experts", appearing in the Registration Statement, and we
further consent to the use of our name in the opinion of the law
firm of Simpson Thacher and Bartlett, which is to be filed as an
exhibit to said Registration Statement.
Very truly yours,
/s/ Gray, Woods & Cooper
GRAY, WOODS & COOPER
RPW:jmb
\FINANCE\KPCO\EDGAR\L23C.REG
</PAGE>
<PAGE>
EXHIBIT 24
KENTUCKY POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of KENTUCKY
POWER COMPANY, a Kentucky corporation, which is to file with the
Securities and Exchange Commission, Washington, D.C. 20549, under
the provisions of the Securities Act of 1933, as amended, one or
more Registration Statements for the registration thereunder of up
to $100,000,000 aggregate principal amount of its Debt Securities
comprising First Mortgage Bonds or Secured Medium Term Notes, or a
combination of each, in one or more new series, each series to have
a maturity of not less than nine months and not more than forty-two
years, does hereby appoint E. LINN DRAPER, JR., G. P. MALONEY,
BRUCE M. BARBER and ARMANDO A. PENA his true and lawful attorneys,
and each of them his true and lawful attorney, with power to act
without the others, and with full power of substitution or
resubstitution, to execute for him and in his name said
Registration Statement(s) and any and all amendments thereto,
whether said amendments add to, delete from or otherwise alter the
Registration Statement(s) or the related Prospectus(es) included
therein, or add or withdraw any exhibits or schedules to be filed
therewith and any and all instruments necessary or incidental in
connection therewith, hereby granting unto said attorneys and each
of them full power and authority to do and perform in the name and
on behalf of each of the undersigned, and in any and all
capacities, every act and thing whatsoever required or necessary to
be done in and about the premises, as fully and to all intents and
purposes as each of the undersigned might or could do in person,
hereby ratifying and approving the acts of said attorneys and each
of them.
IN WITNESS WHEREOF the undersigned have hereunto set
their hands and seals this _27th_ day of January, 1994.
____/s/ E. Linn Draper, Jr.___ _____/s/ Wm. J. Lhota_________
E. Linn Draper, Jr. L. S. Wm. J. Lhota L. S.
____/s/ C. R. Boyle, III______ ____/s/ G. P. Maloney_________
C. R. Boyle, III L. S. G. P. Maloney L. S.
____/s/ P. J. DeMaria_________ ____/s/ R. A. Petti___________
P. J. DeMaria L. S. R. A. Petti L. S.
___/s/ A. Joseph Dowd_________
A. Joseph Dowd L. S.
[94FN0003.KPC]
</PAGE>
<PAGE>
<PAGE>
EXHIBIT 24
KENTUCKY POWER COMPANY
January 27, 1994
The Chairman outlined a proposed financing program
through June 30, 1995 of the Company involving the issuance and
sale, either at competitive bidding or through a negotiated
public offering with one or more agents or underwriters, of up to
$100,000,000 aggregate principal amount of First Mortgage Bonds
or Secured Medium Term Notes, or a combination of each, in one or
more new series, each series to have a maturity of not less than
nine months and not more than forty-two years (the "Debt
Securities").
The Chairman then stated that it was proposed that the
proceeds to be received in connection with the proposed sale of
Debt Securities would be added to the general funds of the
Company and used to pay at maturity, or prepay as may be
appropriate and as may then be desirable, long-term and short-
term indebtedness, to fund the Company's construction program, to
meet sinking fund requirements or for other corporate purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of
this Company, as outlined at this meeting, be, and the
same hereby is, in all respects ratified, confirmed and
approved; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to take all steps
necessary, or in their opinion desirable, to carry out
the financing program outlined at this meeting.
The Chairman further stated that, in connection with
the proposed financing program, it was necessary to file an
application with the Kentucky Public Service Commission. The
Chairman also stated that it would be necessary to file one or
more Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that in connection with the proposed
financing program approved at this meeting, the actions
taken by the officers of the Company in connection with
the execution and filing of an application with the
Kentucky Public Service Commission on behalf of the
Company be, and they hereby are, ratified, confirmed
and approved in all respects; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized to execute and file
with the Securities and Exchange Commission on behalf
of the Company one or more Registration Statements
pursuant to the applicable provisions of the Securities
Act of 1933, as amended; and further
RESOLVED, that the proper officers of this Company
be, and they hereby are, authorized and directed to
take any and all further action in connection
therewith, including the execution and filing of such
amendment or amendments, supplement or supplements and
exhibit or exhibits thereto as the officers of this
Company may deem necessary or desirable.
The Chairman then stated that, in connection with the
filing with the Securities and Exchange Commission of one or more
Registration Statements relating to the proposed issuance and
sale of up to $100,000,000 of Debt Securities, there was to be
filed with the Commission a Power of Attorney, dated January 27,
1994, executed by the officers and directors of this Company
appointing true and lawful attorneys to act in connection with
the filing of such Registration Statement(s) and any and all
amendments thereto.
Thereupon, on motion duly made and seconded, the
following preambles and resolutions were unanimously adopted:
WHEREAS, Kentucky Power Company proposes to file
with the Securities and Exchange Commission one or more
Registration Statements for the registration pursuant
to the applicable provisions of the Securities Act of
1933, as amended, of up to $100,000,000 aggregate
principal amount of Debt Securities comprising either
First Mortgage Bonds or Secured Medium Term Notes, or a
combination of each, in one or more new series, each
series to have a maturity of not less than nine months
and not more than forty-two years; and
WHEREAS, in connection with said Registration
Statement(s), there is to be filed with the Securities
and Exchange Commission a Power of Attorney, dated
January 27, 1994, executed by certain of the officers
and directors of this Company appointing E. Linn
Draper, Jr., G. P. Maloney, Bruce M. Barber and Armando
A. Pena, or any one of them, their true and lawful
attorneys, with the powers and authority set forth in
said Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers
and directors be, and they hereby are, authorized to
execute said Power of Attorney; and further
RESOLVED, that any and all action hereafter taken
by any of said named attorneys under said Power of
Attorney be, and the same hereby is, ratified and
confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said
Power of Attorney; and further
RESOLVED, that said Registration Statement(s) and
any amendments thereto, hereafter executed by any of
said attorneys under said Power of Attorney be, and the
same hereby are, ratified and confirmed as legally
binding upon this Company to the same extent as if the
same were executed by each said officer and director of
this Company personally and not by any of said
attorneys.
The Chairman thereupon stated to the meeting that it
was proposed to designate independent counsel for the successful
bidder or bidders and/or agents of the Company for the new series
of Debt Securities proposed to be issued and sold in connection
with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Messrs. Winthrop, Stimson, Putnam &
Roberts be, and said firm hereby is, designated as
independent counsel for the successful bidder or
bidders and/or agents of the Company for the new series
of Debt Securities of this Company proposed to be
issued and sold in connection with the proposed
financing program of this Company.
[94FN0003.KPC]
/PAGE
<PAGE>
<PAGE>
EXHIBIT 25
_______________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IN AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2)
________________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. U.S. national bank) Identification
number)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
_________________
BANKERS TRUST COMPANY
FOUR ALBANY STREET
NEW YORK, NEW YORK
(212) 250-8327
(Name, address and telephone number of agent for service)
KENTUCKY POWER COMPANY
(Exact name of obligor as specified in the charter)
KENTUCKY 61-0247775
(State or other jurisdiction (I.R.S.Employer
of Incorporation or organization) Identification No.)
1701 CENTRAL AVENUE 41101
ASHLAND, KENTUCKY (Zip Code)
(Address of principal
executive offices
________________
DEBT SECURITIES
(Title of the indenture securities)
_______________________________________________________
<PAGE>
-2-
Item 1. General Information.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising
authority to which it is subject.
Name Address
Federal Reserve Bank (2nd District) New York, N.Y.
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, N.Y.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe
each such affiliation.
None.
Item 3.-15.
Not Applicable.
Item 16. List of Exhibits.
Exhibit 1 - Restated Organization Certificate of
Bankers Trust Company dated August 7,
1990 and Certificate of Amendment of the
Organization Certificate of Bankers
Trust Company dated June 23, 1992 -
Incorporated herein by reference to
Exhibit 1 filed with Form T-1 Statement,
Registration No. 33-48267.
Exhibit 2 - Certificate of Authority to commence
business - Incorporated herein by
reference to Exhibit 2 filed with Form
T-1 Statement, Registration No.
33-21047.
Exhibit 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated
herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration
No. 33-21047.
-3-
Exhibit 4 - Existing By-Laws of Bankers Trust
Company, dated September 21, 1993 -
Incorporated herein by reference to
Exhibit 4 with Form T-1 Statement,
Registration No. 33-52359.
Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company
required by Section 321(b) of the Trust
Indenture Act - Incorporated herein by
reference to Exhibit 4 filed with Form
T-1 Statement, Registration No.
22-18864.
Exhibit 7 - A copy of the latest report of condition
of Bankers Trust Company dated as of
December 31, 1993 - Incorporated herein
by reference to Exhibit 7 to Form T-1
Statement, Registration No. 33-76710.
Exhibit 8 - Not Applicable
Exhibit 9 - Not Applicable
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the trustee, Bankers Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly
caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 5th day of April, 1994.
BANKERS TRUST COMPANY
By:___/s/ Robert Caporale___
Robert Caporale
Vice President
</PAGE>
