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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 1
997
THE POTOMAC EDISON COMPANY
(Exact name of registrant as specified in its charter)
Maryland and Virginia 1-3376-2 13-5323955
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
10435 Downsville Pike
Hagerstown, Maryland 21740-1766
(Address of principal executive offices)
Registrant's telephone number,
including area code: (301) 790-3400
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Item 5. Other Events.
The Exhibits to this Report listed in Item 7 below relate to
the Registration Statements on Form S-3, No. 33-51305, No.
33-59493 and No. 333-33413.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
4(a) Ninety-Fifth Supplemental Indenture, dated as of
November 1, 1997, Supplemental to First Mortgage, dated
October 1, 1944.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
THE POTOMAC EDISON COMPANY
Dated: November 19, 1997 By: /s/ Thomas C. Sheppard, Jr.
Name: Thomas C. Sheppard, Jr.
Title: Assistant Secretary
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EXHIBIT INDEX
Item No. 1 4(a) Ninety-Fifth Supplemental Indenture, dated as
of November 1, 1997, Supplemental to First
Mortgage, dated October 1, 1944.
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EXHIBIT 4(a)
THE POTOMAC EDISON COMPANY
TO
THE CHASE MANHATTAN BANK
Trustee
AND
THOMAS J. FOLEY
Individual Trustee
______________
Ninety-Fifth Supplemental Indenture
Dated as of November 1, 1997
______________
First Mortgage Bonds, Secured Medium-Term Notes, Series A
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NINETY-FIFTH SUPPLEMENTAL INDENTURE, dated as of November 1,
1997, between THE POTOMAC EDISON COMPANY, a corporation organized
and existing under the laws of the State of Maryland and the
Commonwealth of Virginia (hereinafter called the "Company"),
party of the first part, and THE CHASE MANHATTAN BANK (successor
to Chemical Bank & Trust Company and formerly known as Chemical
Bank), a corporation organized under the laws of the State of New
York, as trustee under the Indenture dated as of October 1, 1944
hereinafter mentioned (hereinafter called the "Trustee"), party
of the second part and Thomas J. Foley, having an address at
94 South Fourth Street, Bethpage, New York 11714, as individual
trustee under the aforesaid Indenture (hereinafter called the
AIndividual Trustee@), party of the third part (said Trustee and
Individual Trustee being hereinafter sometimes collectively
called the "Trustees");
The Company has heretofore executed and delivered to the
Trustee its Indenture (hereinafter sometimes called the "Original
Indenture"), dated as of October 1, 1944, and has entered into
Supplemental Indentures supplemental to the Original Indenture
numbered First through Ninety-Fourth.
The amendments to the Original Indenture contained in
Paragraph (B) of Section 1 of Part V of the Fifteenth
Supplemental Indenture have become effective.
The Company, pursuant to Section 1 of Article II of the
Original Indenture, as heretofore supplemented, has redesignated
the Bonds outstanding thereunder as AFirst Mortgage Bonds@.
First Mortgage Bonds are presently outstanding under the
Original Indenture, as heretofore supplemented, as follows:
Principal
Series Amount
5 7/8% Series Due 2000 (the "2000 Series") $75,000,000
8% Series Due 2006 (the "2006 Series") $50,000,000
7 3/4% Series Due 2023 (the "2023 Series") 45,000,000
8% Series Due 2024 (the "2024 Series") 75,000,000
7 5/8% Series Due 2025 (the "2025 Series") 80,000,000
7 3/4% Series Due 2025 (the "2025 Series") 65,000,000
8 7/8% Series Due 2021 (the "2021 Series") 50,000,000
8% Series Due 2022 (the "2022 Series" ) 55,000,000
Under the Original Indenture, as heretofore supplemented,
any new series of bonds may at any time be established by the
Board of Directors of the Company and certain terms and
provisions thereof may be described by an appropriate
supplemental indenture.
Under the Original Indenture, as heretofore supplemented,
the Company and the Trustee may enter into a supplemental
indenture for the purpose of making such provisions in regard to
matters
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or questions arising under the Original Indenture as may
be necessary or desirable and not inconsistent with the Original
Indenture.
The Company proposes to create under the Indenture, as
heretofore supplemented and as supplemented hereby, a new series
of Bonds, in the aggregate principal amount not to exceed Two
Hundred Million Dollars ($200,000,000), to be designated as
"First Mortgage Bonds, Secured Medium-Term Notes, Series A "(the
"Bonds of MTN Series A").
All conditions and requirements necessary to authorize the
execution, delivery and recording of this Supplemental Indenture
and to make it a valid, binding and legal instrument have been
met, performed and fulfilled.
Now, Therefore, This Supplemental Indenture Witnesseth:
That, in consideration of the premises and of the mutual
covenants herein contained and of the acceptance of this trust by
the Trustee and the Individual Trustee and of the sum of One
Dollar duly paid by the Trustee to the Company at or before the
time of the execution of this Supplemental Indenture, and of
other valuable consideration, the receipt whereof is hereby
acknowledged, it is hereby covenanted, declared, and agreed by
and between the parties hereto, for the benefit of those who
shall hold the Bonds, or any of them, issued or to be issued
under the Indenture, as follows:
PART I
Description of the Bonds of MTN Series A
SECTION 1. The new series of bonds shall, subject to the
provisions of Section 1 of Article II of the Original Indenture,
be designated as "First Mortgage Bonds, Secured Medium-Term
Notes, Series A" of the Company and shall be executed,
authenticated and delivered in accordance with the provisions of,
and, except as hereinafter provided, shall in all respects be
subject to all of the terms, conditions and covenants of the
Original Indenture as supplemented. The signatures of the
officers executing the Bonds of MTN Series A on behalf of the
Company and attesting to the facsimile of its corporate seal
thereon may be facsimile.
The Bonds of MTN Series A shall be issued and
authenticated from time to time in an aggregate principal amount
not to exceed $200,000,000, upon receipt by the Trustee of a
written order of the Company, in the form attached hereto as
Annex A (the "Company Order"), specifying:
(a) the principal amount of such Bond, the interest
rate of such Bond (which rate shall not exceed the maximum
interest rate in respect of Bonds of MTN Series A set forth
in the officers' certificate most recently delivered to the
Trustee pursuant to Section 3(b) of
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Article III of the
Indenture) and the interest payment dates in respect of such
Bond (the "Interest Payment Dates");
(b) the maturity date or dates of such Bond (which
shall be not less than 9 months after the date of issue of
such Bond);
(c) the date or dates, if any, on which such Bond will
be redeemable at the Company's option and the redemption
price or prices (or the manner of calculation) in respect
thereof;
(d) the date or dates, if any, on which such Bond will
be repayable at the option of the registered holder (the
"Holder"), the repayment price or prices (or the manner of
calculation) in respect thereof and any other relevant terms
of such repayment; and
(e) in the case of a Discount Bond, the Issue Price.
In the case of a Discount Bond, the Company Order shall be
accompanied by an officers' certificate setting forth by
formula the manner in which the Discount on such Bond shall
accrue, such formula to be consistent with the method by
which Discount shall accrue as set forth on the reverse of
the Form of Bond set forth in Section 2 of this Part I.
The Bonds of MTN Series A shall contain the terms set forth in
the Company Order (notwithstanding any contrary provision of
Article II, Section 1 of the Original Indenture), shall be issued
in registered form without coupons in the denominations of $1,000
and any multiple thereof, and unless otherwise specified in such
order, the Bonds of MTN Series A shall be issued in global form,
the depository therefor shall be The Depository Trust Company
("DTC"), such Bonds shall be registered in the name of Cede & Co.
or any other nominee of DTC designated by DTC, and such Bonds
shall be held by the Trustee as custodian for DTC and shall be
exchangeable for certificated Bonds only in the circumstances set
forth in the Legend appearing at the end of Form of the Bond set
forth in Section 2 of this Part I. The principal of and premium
(if any) and interest on the Bonds of MTN Series A shall be
payable in any coin or currency of the United States of America
which at the time of payment is legal tender for public and
private debts, and shall be payable at the agency of the Company
in the Borough of Manhattan, The City of New York. In no event
shall the Bonds of MTN Series A be issued and authenticated at an
interest rate exceeding the maximum interest rate set forth in
the officers= certificate most recently delivered to the Trustee
pursuant to Section 3(b) of Article III of the Indenture.
Every Bond of MTN Series A shall be dated as of the date of
its authentication and delivery, shall bear interest from the
date specified in the Form of Bond set forth in Section 2 of this
Part I, payable on the Interest Payment Dates determined as set
forth in such Form of Bond to the Holders of record thereof on
the Record Dates determined as set forth in such Form of Bond.
Any interest on any Bond of MTN Series A which is payable,
but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called ADefaulted Interest@) shall forthwith
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cease to be payable to the Holder on the relevant Record Date by
virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as
provided in Clause (1) or (2) below:
(1) The Company may elect to make payment of any
Defaulted Interest to the persons in whose names the
Bonds of MTN Series A are registered at the close of
business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee
in writing of the amount of Defaulted Interest proposed
to be paid on each Bond of MTN Series A and the date of
the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect
of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the
persons entitled to such Defaulted Interest as in this
Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such
Special Record Date and, in the name and at the expense
of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage
prepaid, to each Holder at his address as it appears in
the register for the Bonds of MTN Series A (the
ASecurity Register@), not less than 10 days prior to
such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special
Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the persons in
whose names the Bonds of MTN Series A are registered at
the close of business on such Special Record Date and
shall no longer be payable pursuant to the following
Clause (2).
(2) The Company may make payment of any Defaulted
Interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on
which the Bonds of MTN Series A may be listed, and upon
such notice as may be required by such exchange, if,
after notice given by the Company to the Trustee of the
proposed payment pursuant to this Clause, such manner
of payment shall be deemed practicable by the Trustee.
Subject to the foregoing provisions of this Section, each
Bond of MTN Series A delivered under the Indenture upon
registration of transfer of or in exchange for or in lieu of any
other Bond of MTN Series A shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such
other Bond of MTN Series A.
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SECTION 2. The Bonds of MTN Series A and the Trustee's
authentication certificate shall be substantially in the
following forms:
[FORM OF BOND]
[FACE OF BOND]
REGISTERED BOND
See legend at the end of this Bond for
restrictions on transferability and change of form
THE POTOMAC EDISON COMPANY
(Incorporated under the laws of the
State of Maryland and the Commonwealth of Virginia)
SECURED MEDIUM-TERM NOTE, SERIES A
being a series of
FIRST MORTGAGE BONDS
REGISTERED HOLDER: ............. ORIGINAL ISSUE DATE: .........
No. R: ........................... PRINCIPAL AMOUNT: $..............
CUSIP: .......................... INTEREST RATE: ..................
STATED MATURITY DATE:............. INTEREST PAYMENT DATES:..........
INITIAL REDEMPTION DATE: ........ [ ] CHECK IF DISCOUNT BOND......
Issue Price: %
INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: % PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT DATE(S):
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THE POTOMAC EDISON COMPANY, a corporation organized and
existing under the laws of the State of Maryland and the
Commonwealth of Virginia (hereinafter called the "Company", which
term shall include any successor corporation as defined in the
Indenture hereinafter referred to), for value received, hereby
promises to pay to the Registered Owner specified above, or to
registered assigns, on the Stated Maturity Date specified above
(or any Redemption Date or Repayment Date, each as defined on the
reverse hereof, or any earlier date of acceleration of maturity)
(each such date being hereinafter referred to as the AMaturity
Date@ with respect to the principal repayable on such date), the
Principal Amount specified above, in any coin or currency of the
United States of America which at the time of payment is legal
tender for public and private debts, and to pay interest thereon
in like coin or currency at the Interest Rate specified above,
until the principal hereof is paid or duly made available for
payment. The Company will pay interest in arrears on each
Interest Payment Date, if any, specified above (each, an
"Interest Payment Date"), commencing with the first Interest
Payment Date next succeeding the Original Issue Date specified
above, and on the Maturity Date; provided, however, that if the
Original Issue Date occurs between a Record Date (as defined
below) and the next succeeding Interest Payment Date, interest
payments will commence on the second Interest Payment Date next
succeeding the Original Issue Date and will be payable to the
Holder of this Bond on the Record Date with respect to such
second Interest Payment Date. Interest on this Bond will be
computed on the basis of a 360-day year of twelve 30-day months.
Interest on this Bond will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided
for) to, but excluding, the applicable Interest Payment Date or
the Maturity Date, as the case may be (each, an AInterest
Period@). The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, subject to
certain exceptions described herein, be paid to the Holder in
whose name this Bond (or one or more predecessor Bonds, as
defined on the reverse hereof) is registered at the close of
business on the fifteenth calendar day (whether or not a Business
Day, as defined below) immediately preceding such Interest
Payment Date (the "Record Date"); provided, however, that
interest payable on the Maturity Date will be payable to the
person to whom the principal hereof and premium, if any, hereon
shall be payable. Any such interest not so punctually paid or
duly provided for on any Interest Payment Date other than the
Maturity Date ("Defaulted Interest") shall forthwith cease to be
payable to the Holder on the close of business on the related
Record Date and, instead, shall be paid to the person in whose
name this Bond is registered at the close of business on a
special record date (the "Special Record Date") for the payment
of such Defaulted Interest to be fixed by the Trustee hereinafter
referred to, notice whereof shall be given to the Holder of this
Bond by the Trustee not less than 10 calendar days prior to such
Special Record Date or may be paid at any time in any other
lawful manner, all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in
respect of this Bond due on the Maturity Date will be made in
immediately available funds upon presentation and surrender of
this Bond (and, with respect to any applicable repayment of this
Bond, upon delivery of a duly completed
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election form as
contemplated on the reverse hereof) at the office or agency
maintained by the Company for that purpose in the Borough of
Manhattan, The City of New York, currently the principal
corporate trust office of the Trustee located at 450 W. 33rd
Street, 15th Floor, New York, New York 10001, or at such other
paying agency in the Borough of Manhattan, The City of New York,
as the Company may determine. Payment of interest due on any
Interest Payment Date other than the Maturity Date will be made
at the aforementioned office or agency maintained by the Company
or, at the option of the Company, by check mailed to the address
of the person entitled thereto as such address shall appear in
the Security Register maintained by the Trustee; provided,
however, that a Holder of U.S.$10,000,000 or more in aggregate
principal amount of Bonds (whether having identical or different
terms and provisions) will be entitled to receive interest
payments on such Interest Payment Date by wire transfer of
immediately available funds if appropriate wire transfer
instructions have been received in writing by the Trustee not
less than 15 calendar days prior to such Interest Payment Date.
Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a
day that is not a Business Day, the required payment of
principal, premium, if any, and/or interest shall be made on the
next succeeding Business Day with the same force and effect as if
made on the date such payment was due, and no interest shall
accrue with respect to such payment for the period from and after
such Interest Payment Date or the Maturity Date, as the case may
be, to the date of such payment on the next succeeding Business
Day.
As used herein, ABusiness Day@ means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law,
regulation or executive order to close in The City of New York.
Reference is hereby made to the further provisions of this
Bond set forth on the reverse hereof, which further provisions
shall have the same force and effect as if set forth on the face
hereof.
This Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid
or obligatory for any purpose, until The Chase Manhattan Bank,
the Trustee under the Indenture, or a successor trustee thereto
under the Indenture, shall have manually signed the form of
certificate endorsed hereon.
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IN WITNESS WHEREOF, The Potomac Edison Company has caused a
facsimile of its corporate seal and the facsimile signatures of
its duly authorized officers to be hereto affixed.
Dated:
THE POTOMAC EDISON COMPANY
By ................................
Vice President
[CORPORATE SEAL]
Attest:
..............................
Assistant Secretary
This is one of the Bonds, of the series designated therein,
described in the within-mentioned Indenture and the Ninety-Fifth
Supplemental Indenture.
The Chase Manhattan bank, as Trustee,
By .....................................
Authorized Officer
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[REVERSE OF BOND]
THE POTOMAC EDISON COMPANY
SECURED MEDIUM-TERM NOTE, SERIES A
being a series of
FIRST MORTGAGE BONDS
This Bond is one of an issue of the first mortgage bonds
(the "Bonds") of the Company, unlimited in aggregate principal
amount, issuable in series, and is one of a series known as its
First Mortgage Bonds, designated as Secured Medium-Term Notes,
Series A, all bonds of all series issued and to be issued under
and all equally secured by an indenture, dated as of October 1,
1944, executed by the Company to Chemical Bank, now known as The
Chase Manhattan Bank (herein called the "Trustee") and Thomas J.
Foley (the "Individual Trustee") (said indenture being herein
called the "Indenture"), to which Indenture and all indentures
supplemental thereto (including the Ninety-Fifth Supplemental
Indenture hereinafter referred to) reference is hereby made for a
description of the properties mortgaged and pledged, the nature
and extent of the security, the rights of the Holders of the
Bonds and of the Trustee in respect thereto, and the terms and
conditions upon which the Bonds are, and are to be, secured. The
Bonds may be issued in series, for various principal sums, may
mature at different times, may bear interest at different rates
and may otherwise vary as provided in the Indenture.
To the extent permitted by, and as provided in, the
Indenture, modifications or alterations of the Indenture, or of
any indenture supplemental thereto, and of the rights and
obligations of the Company and of the holders of the Bonds may be
made with the consent of the Company by an affirmative vote of
not less than 75% in principal amount of the Bonds entitled to
vote then outstanding, at a meeting of Bondholders called and
held as provided in the Indenture, and by an affirmative vote of
not less than 75% in principal amount of the Bonds of any series
entitled to vote then outstanding and affected by such
modification or alteration, in case one or more but less than all
of the series of Bonds then outstanding under the Indenture are
so affected; provided, however, that no such modification or
alteration shall be made which will affect the terms of payment
of the principal of, or premium, if any, or interest on, this
Bond, which are unconditional.
The Bonds of this series are subject to redemption at any
time or times, pursuant to Section 7 of Article VIII of the
Indenture, at the option of the Company, upon payment of a
Special Redemption Price of 100% of the principal amount so
redeemed, together with accrued interest to the Redemption Date;
subject to the condition that redemptions of the Bonds of this
series during each 12-month period beginning April 30 at the
Special Redemption Price may not exceed the greater of (x) 1% of
the aggregate principal amount of the Bonds of this series issued
and outstanding from time to time or (y) the lowest percentage so
redeemed (zero, if none are redeemed)
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of Bonds of any other
series then redeemable pursuant to such method during such period
relative to the respective aggregate principal amount of Bonds of
such series originally issued.
In addition, this Bond will be subject to redemption at the
option of the Company on any date on or after the Initial
Redemption Date, if any, specified on the face hereof, in whole
or from time to time in part in increments of U.S. $1,000, at the
Redemption Price (as defined below), together with unpaid
interest accrued thereon to the Redemption Date. The ARedemption
Price@ shall be the Initial Redemption Percentage specified on
the face hereof (as adjusted by the Annual Redemption Percentage
Reduction, if any, specified on the face hereof as set forth
below) multiplied by the unpaid principal amount of this Bond to
be redeemed. The Initial Redemption Percentage shall decline at
each anniversary of the Initial Redemption Date by the Annual
Redemption Percentage Reduction, if any, until the Redemption
Price is 100% of the unpaid principal amount to be redeemed.
In the event of redemption of this Bond in part only, a new
Bond of like series for the unredeemed portion hereof and
otherwise having the same terms and provisions as this Bond shall
be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof. Any date fixed for
redemption pursuant to the two preceding paragraphs is referred
to herein as a "Redemption Date." Notice of any redemption shall
be mailed by the Company, postage prepaid, not less than 30 nor
more than 60 calendar days prior to the Redemption Date, to the
Holder of this Bond at such Holder's address as the same shall
appear on the Security Register of the Company. Any notice so
mailed shall be conclusively presumed to have been duly given,
whether or not the Holder receives it.
This Bond will be subject to repayment by the Company at the
option of the Holder hereof on the Optional Repayment Date(s), if
any, specified on the face hereof, in whole or in part in
increments of U.S. $1,000, at a repayment price equal to 100% of
the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the
ARepayment Date@). For this Bond to be repaid, this Bond must be
received, together with the form hereon entitled "Option to Elect
Repayment" duly completed, by the Trustee at its corporate trust
office not more than 60 nor less than 30 calendar days prior to
the Repayment Date. Exercise of such repayment option by the
Holder hereof shall be irrevocable. In the event of repayment of
this Bond in part only, a new Bond of like series for the
unrepaid portion hereof and otherwise having the same terms and
provisions as this Bond shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender
hereof.
If this Bond is specified on the face hereof to be a
Discount Bond, the amount payable to the Holder of this Bond in
the event of redemption, repayment or acceleration of maturity
will be equal to the sum of (1) the Issue Price specified on the
face hereof (increased by any accruals of the Discount determined
by the Company and notified to the Trustee, as defined below)
and, in the event of any redemption of this Bond (if applicable),
multiplied by the Initial Redemption Percentage (as adjusted by
the Annual Redemption Percentage Reduction, if applicable) and
(2) any unpaid interest accrued thereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the
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case may be. The difference between the Issue Price and 100% of the
principal amount of this Bond is referred to herein as the
"Discount".
For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of
acceleration of maturity of this Bond, such Discount will be
accrued so as to cause the yield on the Bond to be constant. The
constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest
period between Interest Payment Dates (with ratable accruals
within a compounding period) and an assumption that the maturity
of this Bond will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this
Bond, a proportionate amount of the yield for an entire
compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be
divided into a regular compounding period and a short period,
with the short period being treated as provided in the preceding
sentence.
In case an event of default, as defined in the Indenture,
shall occur, the principal of all the Bonds at any such time
outstanding under the Indenture may be declared or may become due
and payable, upon the conditions and in the manner and with the
effect provided in the Indenture. The Indenture provides that
such declaration may in certain events be waived by the holders
of a majority in principal amount of the Bonds outstanding.
This Bond is transferable by the Holder hereof, in person or
by duly authorized attorney, on the books of the Company to be
kept for that purpose at the agency of the Company in the Borough
of Manhattan, The City of New York, upon surrender and
cancellation of this Bond and on presentation of a duly executed
written instrument of transfer, and thereupon a new Bond or Bonds
of the same series and terms of the same aggregate principal
amount and in authorized denominations will be issued to the
transferee or transferees in exchange therefor; and this Bond,
with or without others of like series, may in like manner be
exchanged for one or more new Bonds of the same series and terms
of other authorized denominations but of the same aggregate
principal amount; all upon payment of the charges and subject to
the terms and conditions set forth in the Indenture.
No recourse shall be had for the payment of the principal
of, or premium, if any, or interest on, this Bond, or for any
claim based hereon or on the Indenture or any indenture
supplemental thereto, against any incorporator, or against any
stockholder, director or officer, past, present or future, of the
Company, as such, or of any predecessor or successor corporation,
either directly or through the Company or any such predecessor or
successor corporation, whether for amounts unpaid on stock
subscriptions or by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or
otherwise, all such liability, whether at common law, in equity,
by any constitution, statute or otherwise, of incorporators,
stockholders, directors or officers being released by every owner
hereof by the acceptance of this Bond and as part of the consider
ation for the issue hereof, and being likewise released by the
terms of the Indenture.
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[LEGEND
Unless and until this Bond is exchanged in whole or in part
for certificated Bonds registered in the names of the various
beneficial holders hereof as then certified to the Trustee by The
Depository Trust Company (55 Water Street, New York, New York) or
its successor (the "Depositary"), this Bond may not be
transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary.
Unless this Bond is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any Bond to be
issued is registered in the name of Cede & Co., or such other
name as requested by an authorized representative of the
Depositary and any amount payable thereunder is made payable to
Cede & Co., or such other name, ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an interest
herein.
This Bond will be exchangeable for certificated Bonds of
like series and terms and of differing authorized denominations
in a like aggregate principal amount, only if (i) the Depositary
notifies the Company that it is unwilling or unable to continue
as depositary or the Company becomes aware that the Depositary
has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company, in
its sole discretion, determines that this Bond shall be
exchangeable for certificated Bonds or (iii) an event of default
shall have occurred and be continuing under the Indenture. Upon
any such exchange, certificated Bonds shall be registered in the
names of the beneficial owners of this Bond, which names shall be
provided by the Depositary=s relevant Participants (as identified
by the Depositary) to the Trustee.]
12
<PAGE>
FORM OF
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and
instruct(s) the Company to repay this Bond (or portion hereof
specified below) pursuant to its terms at a price equal to 100%
of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the
undersigned, at
(Please print or type name and address of the undersigned)
For this Bond to be repaid, the Trustee must receive at its
principal corporate trust office in the Borough of Manhattan, The
City of New York, not more than 60 nor less than 30 calendar days
prior to the Repayment Date, this Bond with this AOption to Elect
Repayment@ form duly completed.
If less than the entire principal amount of this Bond is
to be repaid, specify the portion thereof (which shall be
increments of U.S. $1,000) which the Holder elects to have repaid
and specify the denomination or denominations (which shall be
U.S. $1,000) of the Bonds to be issued to the Holder for the
portion of this Bond not being repaid (in the absence of any such
specification, one such Bond will be issued for the portion not
being repaid).
Principal Amount
to be Repaid: $ _________________________
Notice: The signature(s) on this
Date: Option to Elect Repayment must
correspond with the name(s) as
written upon the face of this Bond in
every particular, without alteration
or enlargement or any change
whatsoever.
13
<PAGE>
SECTION 3. Until the Bonds of MTN Series A in definitive
form are ready for delivery, the Company may execute, and upon
its request in writing the Trustee shall authenticate and
deliver, in lieu thereof, the Bonds of MTN Series A in temporary
form, as provided in Section 9 of Article 11 of the Original
Indenture.
PART II
Article III of the Indenture is hereby amended to add a
Section 7 which shall read as follows:
"Section 7. Bonds of any series that the Board of
Directors has by or pursuant to Resolution authorized to be
issued from time to time, the terms of which may vary among Bonds
of such series to the extent permitted herein or by any
Supplemental Indenture, shall be authenticated and delivered
hereunder by the Trustee, from time to time, upon the receipt of
(i) the written order of the Company (the AAuthentication Order")
required by such Article hereof as shall be applicable to the
issuance of the specific Bonds of such series, and (ii) the other
documents required by such Article or any other applicable
Articles for the issuance of Bonds of such series, which
documents shall be delivered prior only to the first issuance of
Bonds of such series, except that (A) the Company shall deliver a
new officers= certificate pursuant to Section 3(b) of Article III
of the Indenture to the Trustee if the officers= certificate most
recently delivered to the Trustee pursuant to such section at the
time that Bonds of any such series are to be issued does not
reflect the net earnings of the Company for a period of twelve
(12) consecutive calendar months within the fifteen (15) calendar
months immediately preceding the first day of the month in which
the Authentication Order is delivered to the Trustee in
connection with such issuance and (B) if the Bonds of such series
are to be authenticated pursuant to Section 4 of Article III of
the Indenture, the Company shall have delivered (i) an engineer=s
certificate pursuant to Section 4(a) of Article III of the
Indenture in which the fair value of the property additions
certified therein shall have been determined as of a date not
more than ninety (90) days prior to the filing of the
Authentication Order or (ii) if such engineer=s certificate shall
have contained a determination of such fair value as of a date
more than ninety (90) days prior to such filing, a certificate of
the engineer who most recently delivered such a certificate to
the Trustee confirming that the Trustee may continue to rely on
such previously delivered certificate and in particular, that the
determination of fair value contained in such certificate either
has not changed or is correct as of a date (specified in such
confirmation) not more than ninety (90) days prior to the filing
of the Authentication Order or a new engineer=s certificate
pursuant to Section 4(a) of Article III of the Indenture and an
opinion of counsel pursuant to Section 4(e) of Article III of the
Indenture if such reliance by the Trustee cannot be confirmed by
the engineer who most recently delivered an engineer's
certificate."
14
<PAGE>
PART III
Issue Of Bonds Of MTN Series A
SECTION 1. The maximum aggregate principal amount of the
Bonds of MTN Series A which may be from time to time
authenticated and delivered hereunder is Two Hundred Million
Dollars ($200,000,000) .
SECTION 2. The Bonds of MTN Series A may forthwith be
executed by the Company and delivered to the Trustee and shall
from time to time be authenticated by the Trustee and delivered
upon the receipt of the Company Order specifying the terms of
such Bonds signed by the Company=s President or Vice President
and Treasurer or Assistant Treasurer and upon compliance by the
Company with the appropriate provisions and requirements of
Articles III and XVIII of the Original Indenture at or prior to
the first issuance of Bonds of such series (except as provided in
Section 7 of Article III of the Indenture).
PART IV
Redemption
SECTION 1. The Bonds of MTN Series A, if redeemable, shall
be redeemable as set forth in the form of Bond of MTN Series A
included in Section 2 of Part I hereof and in accordance with
Article V of the Original Indenture.
SECTION 2. In case the Company shall desire to exercise its
right to redeem any Bond or Bonds of MTN Series A, notice of
redemption shall be mailed by the Company, postage prepaid, not
less than thirty days and not more than sixty calendar days prior
to the date of redemption, to the Holders of the Bonds to be
redeemed, as a whole or in part, at their addresses as the same
shall appear on the Security Register of the Company. Any notice
so mailed shall be conclusively presumed to have been duly given,
whether or not the Holder receives it. In any case, failure duly
to give notice by mail, or defect in the notice, to the Holder of
any such Bond of MTN Series A shall not affect the validity of
the proceedings for the redemption of any other Bond of MTN
Series A.
PART V
Covenants And Consents
Notwithstanding that the Bonds of the 1987 Series no longer
are outstanding, the covenants contained in Section 3 of Part V
of the Twenty-eighth Supplemental Indenture shall remain in full
force and effect and shall be binding upon the Company as long,
but only as long, as any Bonds of
15
<PAGE>
MTN Series A are outstanding.
No consent of holders of Bonds of MTN Series A shall be required
under the proviso in said Section 3.
PART VI
The Trustees
The Trustee and the Individual Trustee each hereby accepts
the trust hereby declared and provided, and agrees to perform the
same upon the terms and conditions set forth in the Original
Indenture, as theretofore supplemented and as supplemented by
this Supplemental Indenture, and upon the following terms and
conditions:
Neither the Trustee nor the Individual Trustee shall be
responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Supplemental Indenture or the due
execution hereof by the Company or for or in respect of the
recitals contained herein, all of which recitals are made by the
Company solely.
PART VII
Miscellaneous Provisions
For all purposes hereof, all terms contained in this
Supplemental Indenture shall, except as the context may otherwise
require or as provided herein, have the meanings given to such
terms in Article I of the Original Indenture. The Supplemental
Indentures referred to herein are indentures supplemental to the
Original Indenture.
This Supplemental Indenture may be simultaneously executed
in any number of counterparts, each of which when so executed
shall be deemed to be an original; but such counterparts shall
together constitute but one and the same instrument.
16
<PAGE>
IN WITNESS WHEREOF, said The Potomac Edison Company has
caused this Supplemental Indenture to be executed on its behalf
by its Chief Executive Officer, its President or one of its Vice
Presidents and its corporate seal to be hereto affixed and said
seal to be attested by its Secretary or one of its Assistant
Secretaries; and said The Chase Manhattan Bank, as Trustee as
aforesaid, in evidence of its acceptance of the trust hereby
created, has caused this Supplemental Indenture to be executed on
its behalf by one of its Vice Preseidents, and its corporate seal
to be hereto affixed and said seal to be attested by one of its
Senior Trust Officers and said Thomas J. Foley, as Individual
Trustee as aforesaid, in evidence of his acceptance of the trust
hereby created, has hereunto set his hand and seal; all as of the
1st day of November, One thousand nine hundred and ninety-seven.
THE POTOMAC EDISON COMPANY
By /s/ James D. Latime
James D. Latimer
Vice President
[SEAL]
Attested:
/s/ Eileen M. Beck
Secretary
Signed, sealed and delivered by
The Potomac Edison Company
in the presence of
/s/ Donna J. McIlwee
As Witness
/s/ Margaret A. Bray
As Witness
17
<PAGE>
THE CHASE MANHATTAN BANK,
As Trustee as aforesaid
By../s/ Patricia Morabito
Vice President
[SEAL]
Attested:
/s/ R. Lorenzen
Senior Trust Officer
Signed, sealed and delivered by
The Chase Manhattan Bank
in the presence of
/s/ P. Kelly
As Witness
/s/ Thomas J. Foley
As Individual Trustee aforesaid
Signed, sealed and delivered by
Thomas J. Foley in the presence of
/s/ P. Kelly
As Witness
18
<PAGE>
State of Maryland
County of Washington, to wit:
I, Patti M. Sowers, a Notary Public of the State of
Maryland, in and for the County of Washington, do certify that on
this 12th day of November in the year 1997 before me, the
subscriber, personally appeared James D. Latimer, Vice President,
of THE POTOMAC EDISON COMPANY, a corporation, who signed the
writing above, bearing date as of the 1st day of November, 1997,
for said corporation, and has this day in my said County, before
me, acknowledged the said writing to be the act and deed of said
corporation.
Given under my hand and notarial seal this 12th day of
November, 1997.
/s/ Patti M. Sowers
Notary Public
Notary Public, State of Maryland
Qualified in Washington County
Commission expires December 1, 1998
[NOTARIAL SEAL]
State of New York
County of New York, to wit:
I, Annabelle DeLuca, a Notary Public of the State of New
York, in and for the County of New York, do certify that on this
13th day of November in the year 1997 before me, the
subscriber, personally appeared Patricia Morabito, a Vice
President of THE CHASE MANHATTAN BANK, a corporation incorporated
and existing under the laws of the State of New York, who signed
the writing above, bearing date as of the 1st day of November,
1997, for said corporation, and has this day in my said County,
before me, acknowledged the said writing to be the act and deed
of said corporation.
Given under my hand and notarial seal this 13th day of
November, 1997.
/s/ Annabelle DeLuca
Notary Public
Annabelle DeLuca
Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1999
[NOTARIAL SEAL]
19
<PAGE>
State of New York
County of New York, to wit:
I, Annabelle DeLuca, a Notary Public of the State of New
York, in and for the County of New York, do certify that on this
13th day of November in the year 1997 before me, the subscriber,
personally appeared Thomas J. Foley, known to me to be the person
who signed the writing above, bearing date as of the 1st day of
November, 1997, and has this day in my said County, before me,
acknowledged the said writing to be his act and deed.
Given under my hand and notarial seal this 13th day of
November, 1997.
/s/ Annabelle DeLuca
Notary Public
Annabelle DeLuca
Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1999
[NOTARIAL SEAL]
State of New York
County of New York, to wit:
Patricia Morabito, of full age, being duly sworn
according to law, on his oath deposes and says: that The Chase
Manhattan Bank, a corporation incorporated and existing under the
laws of the State of New York, is the Trustee named in the
foregoing Supplemental Indenture, dated as of the 1st day of
November, 1997; that deponent is Vice President of said Trustee,
and is duly authorized to make this affidavit and is the duly
authorized agent of said Trustee, and, as such Vice President,
had charge of the execution and delivery on behalf of said
Trustee of said Supplemental Indenture and is the agent of said
Trustee for the purpose of perfecting the same and that the
consideration in said Supplemental Indenture is true and bona
fide as therein set forth.
/s/ Patricia Morabito
Vice President
Given under my hand and notarial seal this 13th day of
November, 1997.
/s/ Annabelle DeLuca
Notary Public
Annabelle DeLuca
Notary Public, State of New York
No. 01DE5013759
Qualified in Kings County
Certificate filed in New York County
Commission Expires July 15, 1999
[NOTARIAL SEAL]
20
<PAGE>
ANNEX A
The Potomac Edison Company
Part of the Allegheny Power System
10435 Downsville Pike
Hagerstown, MD 21740-1766
________ __, ____
The Chase Manhattan Bank
As Trustee under the Indenture
of The Potomac Edison Company,
dated as of October 1, 1944, as
supplemented, to The Chase
Manhattan Bank (formerly known as
Chemical Bank ), as Trustee, and
Thomas J. Foley, as Individual Trustee,
Corporate Trustee Administration
450 West 33rd Street - 15th Floor
New York, NY 10001
Gentlemen:
Pursuant to (i) Sections 3, [4,] [6] and 7 of Article III of
the above referenced Indenture, and (ii) the authentication order
dated November 14, 1997 relating to First Mortgage Bonds, Secured
Medium-Term Notes, Series A (referred to as the ABonds@ or
ABonds of MTN Series A@), The Potomac Edison Company (the
ACompany@) hereby requests the authentication and delivery by you
as Trustee of Bonds of MTN Series A having the following terms:
REGISTERED OWNER:
TAXPAYER ID:
ADDRESS:
CUSIP STATED MATURITY DATE:
PRINCIPAL AMOUNT: $ INITIAL REDEMPTION DATE:
A-1
<PAGE>
INTEREST RATE: INITIAL REDEMPTION
PERCENTAGE: %
INTEREST PAYMENT DATES: ANNUAL REDEMPTION
PERCENTAGE REDUCTION: %
[] CHECK IF DISCOUNT BOND OPTIONAL REPAYMENT
Issue Price: % DATE(S):
SELLING AGENT: TRADE DATE:
ORIGINAL ISSUE DATE: AMOUNT OF PROCEEDS TO
THE COMPANY:
The Company confirms that the aggregate principal amount of
the Bonds of MTN Series A requested to be authenticated hereby,
together with the aggregate principal amount of (i) all Bonds of
MTN Series A heretofore requested to be authenticated and
(ii) all Medium Term Notes, Series A, of the Company heretofore
requested by the Company to be authenticated under the indentures
therefor does not exceed the aggregate principal amount of such
securities heretofore registered by the Company for sale under
the Securities Act of 1933, as amended. Based on the foregoing,
you are hereby authorized and ordered to authenticate and deliver
the Bonds under the above specified terms to ____________.
_______________
[Vice] President
_______________
[Assistant] Treasurer
A-2
