Unassociated Document


Exhibit
4-4











 

 

PENNSYLVANIA
POWER COMPANY

 

to

 

CITIBANK,
N.A., 

                        As
Trustee

 

___________

 

Fiftieth
Supplemental 

Indenture

 

Providing
among other things for

 

First
Mortgage Bond, Pledge Series A of 2004 due 2033

 

Dated as of
December 1, 2004

 









 




















    FIFTIETH
SUPPLEMENTAL INDENTURE, dated as of December 1, 2004, made and entered into
by and between PENNSYLVANIA POWER COMPANY, a corporation organized and existing
under the laws of the Commonwealth of Pennsylvania, with its principal place of
business in Akron, Summit County, Ohio (hereinafter sometimes referred to as the
“Company”) and CITIBANK, N.A., a national banking association incorporated and
existing under the laws of the United States of America, with its principal
office in the Borough of Manhattan, The City, County and State of New York
(hereinafter sometimes referred to as the “Trustee”), as trustee under the
Indenture dated as of November 1, 1945 between the Company and CITIBANK, N.A.
(successor to The First National Bank of The City of New York), as trustee, as
supplemented and amended by Supplemental Indentures between the Company and the
Trustee, dated as of May 1, 1948, as of March 1, 1950, as of February 1, 1952,
as of October 1, 1957, as of September 1, 1962, as of June 1, 1963, as of June
1, 1969, as of May 1, 1970, as of April 1, 1971, as of October 1, 1971, as of
May 1, 1972, as of December 1, 1974, as of October 1, 1975, as of September 1,
1976, as of April 15, 1978, as of June 28, 1979, as of January 1, 1980, as of
June 1, 1981, as of January 14, 1982, as of August 1, 1982, as of December 15,
1982, as of December 1, 1983, as of September 6, 1984, as of December 1, 1984,
as of May 30, 1985, as of October 29, 1985, as of August 1, 1987, as of May 1,
1988, as of November 1, 1989, as of December 1, 1990, as of September 1, 1991,
as of May 1, 1992, as of July 15, 1992, as of August 1, 1992, as of May 1, 1993,
as of July 1, 1993, as of August 31, 1993, as of September 1, 1993, as of
September 15, 1993, as of October 1, 1993, as of November 1, 1993, as of August
1, 1994, as of September 1, 1995, as of June 1, 1997, as of June 1, 1998, as of
September 29, 1999, as of November 15, 1999 and as of June 1, 2001 (said
Indenture as so supplemented and amended, and as hereby supplemented and
amended, being hereinafter sometimes referred to as the
“Indenture”);

 

WHEREAS, the
Company and the Trustee have executed and delivered the Indenture for the
purpose of securing an issue of bonds of the First Series described therein and
such additional bonds as may from time to time be issued under and in accordance
with the terms of the Indenture, the aggregate principal amount of bonds to be
secured thereby being not limited, and the Indenture fully describes and sets
forth the property conveyed thereby and is filed with the Secretary of the
Commonwealth of Pennsylvania and the Secretary of State of the State of Ohio and
will be of record in the office of the recorder of deeds of each county in the
Commonwealth of Pennsylvania and the State of Ohio in which this Fiftieth
Supplemental Indenture is to be recorded and is on file at the corporate trust
office of the Trustee, above referred to; and 

 

WHEREAS, the
Indenture provides for the issuance of bonds thereunder in one or more series
and the Company, by appropriate corporate action in conformity with the terms of
the Indenture, has duly determined to create a series of bonds under the
Indenture, to be designated as “First Mortgage Bonds, Pledge Series A of 2004
due 2033” (hereinafter sometimes referred to as the “bonds of the 2033 Series”),
the bonds of which are to bear interest at the same rate as that of the Ohio
Water Development Authority Pollution Control Revenue Refunding Bonds, Series
1999-A (Pennsylvania Power Company Project) referred to herein, and are to
mature on June 1, 2033;

 

AND WHEREAS the
bonds of the 2033 Series and the Trustee’s Authentication Certificate thereon
are to be substantially in the following form, to wit:

 




















 

[FORM OF BOND OF
THE 2033 SERIES]

 

 

[FACE]

 

    This
Bond is not transferable except to a successor to XL Capital Assurance Inc.
under the Insurance Agreement, dated as of December 1, 2004, between the Company
and XL Capital Assurance inc., or in compliance with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.

 

PENNSYLVANIA
POWER COMPANY

 

FIRST MORTGAGE
BOND, PLEDGE SERIES A OF 2004 DUE 2033

 




$                                                                                                                                No.___________

 

PENNSYLVANIA POWER
COMPANY, a Pennsylvania corporation (hereinafter called the “Company”), for
value received, hereby promises to pay
to   _______________________________________, or registered
assigns, the principal sum
of   _____________________________________________ Dollars
on June 1, 2033, and to pay the registered holder hereof interest on said
sum from the Initial Interest Accrual Date (hereinbelow defined) at the rate
from time to time borne by the State of Ohio, Ohio Water Development Authority
Pollution Control Revenue Refunding Bonds, Series 1999-A (Pennsylvania Power
Company Project) (the “Authority Bonds”) issued on behalf of the Company by the
Ohio Water Development Authority (the “Authority”) under the Trust Indenture,
dated as of December 1, 1999, as amended and restated as of
December 1, 2004 (as so amended and restated, the “Authority Bond
Indenture”), between the Authority and J.P. Morgan Trust Company, National
Association, as trustee (such trustee and any successor trustee being
hereinafter referred to as the “Authority Bond Trustee”); provided,
however, that in no event shall the rate of interest borne by the Bonds
of this series exceed 10% per annum. The principal of and interest on this bond
shall be payable at the office or agency of the Company in the Borough of
Manhattan, The City, County and State of New York, or in the City of Akron,
State of Ohio, designated for that purpose, 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.

 

The provisions of
this bond are continued on the reverse hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this
place.

 

This bond shall not
be valid or become obligatory for any purpose unless and until it shall have
been authenticated by the execution by the Trustee or its successor in trust
under the Indenture of the certificate hereon.

 

IN WITNESS WHEREOF,
PENNSYLVANIA POWER COMPANY has caused this bond to be executed in its name by
its President or one of its Vice Presidents by his or her signature or a
facsimile thereof, and its corporate seal or a facsimile thereof to be affixed
hereto or imprinted hereon and attested by its Corporate Secretary or one of its
Assistant Corporate Secretaries by his or her signature or a facsimile
thereof.

 







2













 

Dated:










PENNSYLVANIA POWER
COMPANY











	 	 	 	 
	BY 	 	 	
	
      

      	 	 	
	Vice
      President	 	 	








Attest:




 

 




	 	 	 	 
	 	 	 	 
	
      

      	 	 	
	Corporate
      Secretary	 	 	





 

[FORM OF TRUSTEE'S
AUTHENTICATION CERTIFICATE]

 

TRUSTEE'S
AUTHENTICATION CERTIFICATE

 

This bond is one of
the bonds, of the series designated therein, described in the within-mentioned
Indenture.







	 	 	 
	 	CITIBANK,
      N.A.
	 
 	    
 	
       as
      Trustee,

      
 

		By:  	 
	 	
      

      
	 	Authorized
      Officer 





 











3













[FORM OF BOND OF
THE 2033 SERIES]




[REVERSE]




PENNSYLVANIA
POWER COMPANY




FIRST MORTGAGE
BOND, PLEDGE SERIES A OF 2004 DUE 2033

 

This bond is one of
the bonds issued and to be issued from time to time under and in accordance with
and all secured by an indenture dated as of November 1, 1945, and indentures
supplemental thereto, given by the Company to Citibank, N.A. (successor to The
First National Bank of The City of New York), as trustee (hereinafter referred
to as the “Trustee”), to which indenture and indentures supplemental thereto
(hereinafter referred to collectively as the “Indenture”) reference is hereby
made for a description of the property mortgaged and pledged, the nature and
extent of the security and the rights, duties and immunities thereunder of the
Trustee and the rights of the holders of the bonds and coupons and of the
Trustee and of the Company in respect of such security, and the limitations on
such rights. By the terms of the Indenture, the bonds to be secured thereby are
issuable in series which may vary as to date, amount, date of maturity, rate of
interest, terms of redemption and in other respects as in the Indenture
provided.

 

The Indenture
contains provisions permitting the Company and the Trustee, with the consent of
the holders of not less than seventy-five per centum in principal amount of the
bonds (exclusive of bonds disqualified by reason of the Company’s interest
therein) at the time outstanding, including, if more than one series of bonds
shall be at the time outstanding, not less than sixty per centum in principal
amount of each series affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and of the rights and
obligations of the Company and the rights of the holders of the bonds and
coupons; provided, however, that no such modification or alteration shall be
made without the written approval or consent of the holder hereof which will (a)
extend the maturity of this bond or reduce the rate or extend the time of
payment of interest hereon or reduce the amount of the principal hereof or
reduce any premium payable on the redemption hereof, or (b) permit the creation
of any lien, not otherwise permitted, prior to or on a parity with the lien of
the Indenture, or (c) reduce the percentage of the principal amount of the bonds
upon the approval or consent of the holders of which modifications or
alterations may be made as aforesaid.

 

The bonds of this
series are issued and to be issued in order to provide security to XL Capital
Assurance Inc., a New York domiciled stock insurance corporation (“the
Insurer”) in connection with its issuance of a municipal bond insurance policy
(the “Policy”) in favor of the holders of the Authority Bonds pursuant to the
Insurance Agreement (the “Insurance Agreement”) dated as of December 1,
2004 between the Insurer and the Company. In order to provide monies to fund a
loan made by the Authority to the Company pursuant to a Waste Water Facilities
and Solid Waste Facilities Loan Agreement dated as of December 1, 1999
between the Authority and the Company (the “Loan Agreement”), the Authority has
issued the Authority Bonds under and pursuant to the Authority Indenture.
Payments made by the Company of principal and interest on the bonds of this
series are intended to be sufficient to reimburse the Insurer for any payments
of principal and interest made by the Insurer on the Authority Bonds pursuant to
the Policy.

 







4












The bonds of this
series are not transferable except (i) as required to effect an assignment to a
successor of the Insurer under the Insurance Agreement or (ii) in compliance
with a final order of a court of competent jurisdiction in connection with any
bankruptcy or reorganization proceeding of the Company.

 

The “Initial
Interest Payment Date” on the bonds of this series shall be the date one (1)
business day following the receipt by the Insurer of Notice of Nonpayment (as
defined in the Policy) of interest on the Authority Bonds when such interest
shall have come Due for Payment (as defined in the Policy), Notice of which the
Insurer shall provide to the Company and the Trustee, and the “Initial Interest
Accrual Date” shall be the date six months prior to such Initial Interest
Payment Date. The next Interest Payment Date shall be the date six months after
the Initial Interest Payment Date, and each successive Interest Payment Date
shall be the date six months after the immediately preceding Interest Payment
Date; provided, however, that the last Interest Payment Date shall
be the date of maturity of the bonds of this series and the interest so payable
on such maturity date shall accrue from the immediately preceding Interest
Payment Date to but not including such maturity date. Notwithstanding anything
herein to the contrary, the amount of interest payable on the bonds of this
series on any Interest Payment Date (including the Initial Interest Payment
Date) shall not exceed the amount actually paid to holders of Authority Bonds by
the Insurer under the Policy in respect of the Nonpayment of interest Due for
Payment on the Authority Bonds over the period from the immediately preceding
Interest Payment Date to and including such Interest Payment Date (or if such
Interest Payment Date is the Initial Interest Payment Date, then from the
Initial Interest Accrual Date to such Interest Payment Date).

 

The Company’s
obligation to make payments with respect to the principal of and/or interest on
the bonds of this series shall be fully or partially satisfied and discharged to
the extent that, at the time any such payment shall be due, the corresponding
amount then due of principal of and/or interest on the Authority Bonds shall
have been fully or partially paid (other than by the application of the proceeds
of any payment by the Insurer under the Policy), as the case may be, or there
shall have been deposited with the Authority Trustee pursuant to the Authority
Indenture trust funds sufficient under such indenture to fully or partially pay,
as the case may be, the corresponding amount then due of principal of and/or
interest on the Authority Bonds (other than by the application of the proceeds
of any payment by the Insurer under the Policy). Notwithstanding anything
contained herein or in the Indenture to the contrary, the Company shall be
obligated to make payments with respect to the principal of and/or interest on
the bonds of this series only to the extent that the Insurer has made a payment
with respect to the Authority Bonds under the Policy.

 

Upon payment of the
principal of and interest due on the Authority Bonds, whether at maturity or
prior to maturity by acceleration, redemption or otherwise, or upon provision
for the payment thereof having been made in accordance with the Authority
Indenture (other than by the application of the proceeds of any payment by the
Insurer under the Policy), the bonds of this series in a principal amount equal
to the principal amount of Authority Bonds so paid or for which such provision
for payment has been made shall be deemed fully paid, satisfied and discharged
and the obligations of the Company thereunder shall be terminated and such bonds
of this series shall be surrendered to and canceled by the Trustee.


 







5












The bonds of this
series are subject to mandatory redemption, in whole or in part, as the case may
be, on each date that Authority Bonds are to be redeemed. The principal amount
of the Bonds of this series to be redeemed on any such date shall be equal to
the principal amount of Authority Bonds called for redemption on that date. All
redemptions of bonds of this series shall be at 100% of the principal amount
thereof, plus accrued interest to the redemption date.

 

In case of certain
defaults as specified in the Indenture, the principal of this bond may be
declared or may become due and payable on the conditions, at the time, in the
manner and with the effect provided in the Indenture.

 

No recourse shall
be had for the payment of the principal of or interest on this bond, or for any
claim based hereon, or otherwise in respect hereof or of the Indenture, to or
against any incorporator, stockholder, director or officer, past, present or
future, as such, of the Company, or of any predecessor or successor company,
either directly or through the Company, or such predecessor or successor
company, or otherwise, under any constitution or statute or rule of law, or by
the enforcement of any assessment or penalty, or otherwise, all such liability
of incorporators, stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance of this bond and
being likewise waived and released by the terms of the Indenture.

 

The bonds of this
series are issuable only as registered bonds without coupons in denominations of
$1,000 and, if higher, any authorized multiple of $1,000. Except as may be
stated in any legend written on the face of this bond, this bond is transferable
by the registered holder hereof, in person or by attorney duly authorized, at
the corporate trust office of the Trustee, in the Borough of Manhattan, The
City, County and State of New York, or at such other place or places as the
Company may designate by resolution of the Board of Directors, but only in the
manner and upon the conditions prescribed in the Indenture, upon the surrender
and cancellation of this bond and the payment of charges for transfer, and upon
any such transfer a new registered bond or bonds, without coupons, of the same
series and maturity date and for the same aggregate principal amount, in
authorized denominations, will be issued to the transferee in exchange herefor.
The Company, the Trustee and any agent designated to make transfers or exchanges
of bonds of this series may deem and treat the person in whose name this bond is
registered as the absolute owner for all purposes including the purpose of the
receipt of payment. Registered bonds of this series shall be exchangeable at
said corporate trust office of the Trustee, or at such other place or places as
the Company may designate by resolution of the Board of Directors, for
registered bonds of other authorized denominations having the same aggregate
principal amount, in the manner and upon the conditions prescribed in the
Indenture. Neither the Company nor the Trustee nor any other agent designated
for such purpose shall be required to make transfers or exchanges of bonds of
this series during the period between any interest payment date for such series
and the record date next preceding such interest payment date. Notwithstanding
any provisions of the Indenture, no charge shall be made upon any transfer or
exchange of bonds of this series other than for any tax or taxes or other
governmental charge required to be paid by the Company.










6












[END OF FORM OF
BOND OF THE 2033 SERIES]

 

 

AND WHEREAS all
acts and things necessary to make the bonds, when authenticated by the Trustee
and issued as in the Indenture provided, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a valid, binding and
legal instrument for the security thereof, have been done and performed, and the
creation, execution and delivery of the Indenture and the creation, execution
and issue of the bonds subject to the terms hereof and of the Indenture, have in
all respects been duly authorized;

 

NOW THEREFORE, in
consideration of the premises, and of the acceptance and purchase by holders
thereof of the bonds issued and to be issued under the Indenture, and the sum of
One Dollar duly paid by the Trustee to the Company, and of other good and
valuable consideration, the receipt of which is hereby acknowledged, and for the
purpose of securing the due and punctual payment of the principal of and
premium, if any, and interest on all bonds now outstanding under the Indenture
and the $5,200,000 principal amount of bonds of the 2033 Series proposed
presently to be issued and all other bonds which shall be issued under the
Indenture, and for the purpose of securing the faithful performance and
observance of all covenants and conditions therein and in any supplemental
indenture set forth, the Company has given, granted, bargained, sold, released,
transferred, assigned, hypothecated, pledged, mortgaged, confirmed, created a
security interest in, set over, warranted, aliened and conveyed and by these
presents does give, grant, bargain, sell, release, transfer, assign,
hypothecate, pledge, mortgage, confirm, create a security interest in, set over,
warrant, alien and convey unto Citibank, N.A., as Trustee as provided in the
Indenture, and its successor or successors in the trust thereby and hereby
created and to its or their assigns forever, all the right, title and interest
of the Company in and to the property described in the Indenture (and not
therein expressly excepted), together (subject to the provisions of Article X of
the Indenture) with the tolls, rents, revenues, issues, earnings, income,
products and profits thereof, and does hereby confirm that the Company will not
cause or consent to a partition, whether voluntary or through legal proceedings,
of property, whether herein described or heretofore or hereafter acquired, in
which its ownership shall be as a tenant in common except as permitted by and in
conformity with the provisions of the Indenture and particularly of said Article
X thereof.

 

Together with all
and singular the tenements, hereditaments and appurtenances belonging or in any
wise appertaining to the premises, property, franchises and rights, or any
thereof, referred to in the Indenture (and not therein expressly excepted) with
the reversion and reversions, remainder and remainders and (subject to the
provisions of Article X of the Indenture) the tolls, rents, revenues, issues,
earnings, income, products 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 such premises, property,
franchises and rights and every part and parcel thereof, subject to “excepted
encumbrances” of the original Indenture.

 

TO HAVE AND TO HOLD
all said premises, property, franchises and rights hereby conveyed, assigned,
pledged, or mortgaged, or intended so to be, unto the Trustee, its successor or
successors in trust, and their assigns forever.

 







7












BUT IN TRUST,
NEVERTHELESS, with power of sale, for the equal and proportionate benefit and
security of the holders of all bonds now or hereafter authenticated and
delivered under the Indenture, and interest coupons appurtenant thereto,
pursuant to the provisions thereof, and for the enforcement of the payment of
said bonds and coupons when payable and the performance of and compliance with
the covenants and conditions of the Indenture, without any preference,
distinction or priority as to lien or otherwise of any bond or bonds over others
by reason of the difference in time of the actual authentication, delivery,
issue, sale or negotiation thereof or for any other reason whatsoever, except as
otherwise expressly provided in the Indenture; and so that each and every bond
now or hereafter authenticated and delivered thereunder shall have the same
lien, and so that the principal of and premium, if any, and interest on every
such bond shall, subject to the terms of the Indenture, be equally and
proportionately secured thereby and hereby, as if it had been made, executed,
authenticated, delivered, sold and negotiated simultaneously with the execution
and delivery of the Indenture.

 

AND IT IS EXPRESSLY
DECLARED that all bonds authenticated and delivered and secured thereunder and
hereunder are to be issued, authenticated and delivered, and all said premises,
property, franchises and rights hereby and by the Indenture conveyed, assigned,
pledged or mortgaged, or intended so to be (including all the right, title and
interest of the Company in and to any and all premises, property, franchises and
rights of every kind and description, real, personal and mixed, tangible and
intangible, thereafter acquired by the Company and whether or not specifically
described in the Indenture, except any therein expressly excepted), are to be
dealt with and disposed of, under, upon and subject to the terms, conditions,
stipulations, covenants, agreements, trusts, uses and purposes in the Indenture
expressed, and it is hereby agreed as follows:

 

 

SECTION 1.
There is hereby created a series of bonds designated Pledge Series A of 2004 due
2033, which shall also bear the descriptive title “First Mortgage Bond” and the
form of such series shall be substantially as hereinbefore set forth. Bonds of
the 2033 Series shall mature on June 1, 2033. The bonds of the 2033 Series
may be issued only as registered bonds without coupons in denominations of
$1,000 or, if higher, in such multiples of $1,000 as the Board of Directors
shall approve, and delivery to the Trustee for authentication shall be
conclusive evidence of such approval. The serial numbers of bonds of the 2033
Series shall be such as may be approved by any officer of the Company, the
execution thereof by any such officer, by facsimile signature or otherwise, to
be conclusive evidence of such approval. Bonds of the 2033 Series shall bear
interest from the Initial Interest Accrual Date (as defined in the form of the
bonds of the 2033 Series hereinabove set forth) at the rate set forth in the
form thereof hereinbefore set forth. Principal or redemption price of and
interest on said bonds 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 at the office or agency of the Company in the Borough of
Manhattan, The City, County and State of New York, designated for that
purpose.

 

Bonds of the 2033
Series shall be exchangeable and transferable as and to the extent set forth in
the form thereof hereinbefore set forth.

 







8












The bonds of the
2033 Series shall be redeemable as set forth in the form thereof hereinbefore
set forth in whole or in part, prior to maturity, upon notice given by mailing
the same, postage pre-paid, at least thirty days and not more than forty-five
days prior to the date fixed for redemption to each registered holder of a bond
to be redeemed at the last address of such holder appearing on the registry
books. Redemption of the bonds of the 2033 Series shall be at the principal
amount thereof, plus accrued interest thereon to the date fixed for redemption
and such amount shall become due and payable on the date fixed for such
redemption.

 




 

SECTION 2.
Bonds of the 2033 Series shall be deemed to be paid and no longer outstanding
under the Indenture to the extent that Authority Bonds (as defined in the form
of bonds of the 2033 Series hereinbefore set forth) which are outstanding from
time to time under the Authority Bond Indenture (as defined in the form of bonds
of the 2033 Series hereinbefore set forth) are paid or deemed to be paid (other
than by the application of the proceeds of any payment by the Insurer (as
defined in the form of the bonds of the 2033 Series hereinbefore set forth)
under the Policy (as defined in the form of the bonds of the 2033 Series
hereinbefore set forth)) and are no longer outstanding and the Trustee has been
notified to such effect by the Company.

 




 

SECTION 3. The
Company covenants and agrees that the provisions of Section 3 of the Fifth
Supplemental Indenture dated as of September 1, 1962, which are to remain in
effect so long as any bonds of the Sixth Series shall be outstanding under the
Indenture, shall remain in full force and effect so long as any bonds of the
2033 Series shall be outstanding under the Indenture.

 




 

SECTION 4. As
supplemented and amended by this Supplemental Indenture, the Indenture is in all
respects ratified and confirmed, and the Indenture and this Supplemental
Indenture shall be read, taken and construed as one and the same
instrument.

 




 

SECTION 5. Nothing
in this Supplemental Indenture contained shall, or shall be construed to, confer
upon any person other than a holder of bonds issued under the Indenture, the
Company and the Trustee any right or interest to avail himself of any benefit
under any provision of the Indenture or of this Supplemental
Indenture.

 




 

SECTION 6. The
Trustee assumes no responsibility 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 and statements contained herein,
all of which recitals and statements are made solely by the
Company.

 










9












 

SECTION 7. This
Supplemental Indenture may be executed in several counterparts and all such
counterparts executed and delivered, each as an original, shall constitute but
one and the same instrument.

 

 

PENNSYLVANIA POWER
COMPANY hereby constitutes and appoints Richard H. Marsh to be its attorney for
it and in its name as and for its corporate act and deed to acknowledge this
Supplemental Indenture before any person having authority to take such
acknowledgement, to the intent that the same may be duly recorded.

 

CITIBANK, N.A.
hereby constitutes and appoints P. De Felice to be its attorney for it and in
its name as and for its corporate act and deed to acknowledge this Supplemental
Indenture before any person having authority to take such acknowledgement, to
the intent that the same may be duly recorded.








10












 

IN WITNESS WHEREOF,
PENNSYLVANIA POWER COMPANY has caused its corporate name to be hereunto affixed,
and this instrument to be signed and sealed by its President or a Vice
President, and its corporate seal to be attested by its Corporate Secretary or
an Assistant Corporate Secretary for and in its behalf, in the City of Akron,
County of Summit and State of Ohio and CITIBANK, N.A., in token of its
acceptance of the trust, has caused its corporate name to be hereunto affixed,
and this instrument to be signed by a Vice President and its corporate seal to
be affixed and attested by its Assistant Vice President in The City of New York,
County of New York and State of New York, all as of the day and year first above
written.

 


	 	 	 
	 	PENNSYLVANIA
      POWER COMPANY,
	 
 	 
 	 
 
		By:  	 
	 	
      

      
	 	
      Richard H.
      Marsh

      Senior Vice
      President and 

      Chief
      Financial
Officer 






 

ATTEST:

 




	 	 	 	 
	By:	 	 	
	 
      

      	 	 	
	     
      David W. Whitehead
      Corporate
      Secretary	 	 	





 


	
      Signed,
      sealed and delivered by

      PENNSYLVANIA
      POWER COMPANY

      in
      the presence of:
	 	 	 [SEAL]
	
       

       
	 	 	 
	
      

      Edward
      J. Morgan	 	 	
		 	 	



 



	 	 	 	 
		 	 	
	
      

      James G. Smith	 	 	
		 	 	











11












 

Corporate Secretary
for and in its behalf, in the City of Akron, County of Summit and State of Ohio
and CITIBANK, N.A., in token of its acceptance of the trust, has caused its
corporate name to be hereunto affixed, and this instrument to be signed by a
Vice President and its corporate seal to be affixed and attested by its
Assistant Vice President in The City of New York, County of New York and State
of New York, all as of the day and year first above written.

 

 



	 	 	 
	 	PENNSYLVANIA
      POWER COMPANY,
	 
 	 
 	 
 
		By:  	 
	 	
      
      

      Richard H. Marsh

      Senior Vice
      President and

        
      Chief Financial Officer

	 	
       






 

ATTEST:

 






	 	 	 	 
	By:	 	 	
	
      
      

           David W. Whitehead

          
      Corporate Secretary
	 	 	
		 	 	




 


	
      Signed,
      sealed and delivered by

      PENNSYLVANIA
      POWER COMPANY

      in
      the presence of:
	 	 	 
	
       

       

       
	 	 	[Seal]
	
      

      Edward
      J. Morgan	 	 	
		 	 	



 



	 	 	 	 
		 	 	
	
      

      James
      G. Smith	 	 	
		 	 	




STATE OF
OHIO           )

                             
)    ss:

COUNTY OF
SUMMIT    )

 

BE IT REMEMBERED
that, on the ____ day of November, 2004 before me, the undersigned, a Notary
Public in said County of Summit, State of Ohio, personally appeared David W.
Whitehead, who being duly sworn according to law, doth depose and say that he
was personally present and did see the common or corporate seal of the above
named PENNSYLVANIA POWER COMPANY affixed to the foregoing Supplemental
Indenture; that the seal so affixed is the common or corporate seal of the said
Pennsylvania Power Company and was so affixed by the authority of the said
corporation as the act and deed thereof; that the above named Richard H. Marsh
is the Senior Vice President and Chief Financial Officer of said corporation and
did sign the said Supplemental Indenture as such in the presence of this
deponent; that this deponent is the Corporate Secretary of Pennsylvania Power
Company, and that the name of this deponent above signed is attestation of the
due execution of the said Supplemental Indenture is in this deponent’s own
proper handwriting.

 







12











 

 

Sworn to
and subscribed before me this ____ day of November, 2004

 


	 	 	 	 
	[SEAL]	 	 	
		 	 	
      
      

      Susie M. Hoisten

      Notary
      Public

		 	 	
      Residence
      Summit County

      Statewide
      Jurisdiction ohio

      My
      commission expires December 9, 2006




 

State of
Ohio         )

                      )ss.:

County
of Summit      
       )



 

I HEREBY CERTIFY
THAT on this _____ day of November, 2004, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared Richard H.
Marsh, the attorney for PENNSYLVANIA POWER COMPANY, and the attorney named in
the foregoing Supplemental Indenture and, by virtue and in pursuance of the
authority therein conferred upon him, acknowledged the said Supplemental
Indenture to be the act and deed of said Pennsylvania Power
Company.

 

WITNESS my hand and
notarial seal the day and year aforesaid.

 



	 [SEAL]	 	 	 
	 	 	 	 
		 	 	
      
      

      Susie M. Hoisten

      Notary
      Public

		 	 	
      Residence
      Summit County

      Statewide
      Jurisdiction Ohio

      My
      commission expires December 9,
2006












13











 

STATE OF
OHIO               
)




                            
)ss.:

COUNTY OF
SUMMIT         )

 

On the 29th day of
November, 2004, before me, personally came Richard H. Marsh to me known, who,
being by me duly sworn, did depose and say that he resides at 1126 Woodhaven
Blvd., Fairlawn, Ohio 44333; that he is the Senior Vice President and Chief
Financial Officer of PENNSYLVANIA POWER COMPANY, one of the corporations
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 authority.

 

WITNESS my hand and
notarial seal the day and year aforesaid.

 



	 	 	 	 
	 	 	 	 
	[SEAL]	 	 	
      
      

      Susie M. Hoisten

      Notary
      Public

		 	 	
      Residence
      Summit County

      Statewide
      Jurisdiction Ohio

      My
      commission expires December 9, 2006














14













 


STATE OF NEW
YORK            )

                             )ss.:

COUNTY OF NEW
YORK         )

 

BE IT REMEMBERED
that, on the _____ day of November, 2004 before me, the undersigned, a Notary
Public in said County of New York, State of New York, personally appeared Nancy
Forte, who being duly sworn according to law, doth depose and say that she was
personally present and did see the common or corporate seal of the above named
CITIBANK, N.A. affixed to the foregoing Supplemental Indenture; that the seal so
affixed is the common or corporate seal of the said CITIBANK, N.A. and was so
affixed by the authority of the said corporation as the act and deed thereof;
that the above named, P. DeFelice is one of the Vice Presidents of said
association and did sign the said Supplemental Indenture as such in the presence
of this deponent; that this deponent is an Assistant Vice President of said
CITIBANK, N.A., and that the name of this deponent above signed is attestation
of the due execution of the said Supplemental Indenture is in this deponent’s
own proper handwriting.

 

Sworn to and
subscribed before me this _____ day of November, 2004.

 



	
       [SEAL]

       

       
	 	 	 
	 	 	 	 
		 	 	
      
      

                   Nanette
      Murphy

              Notary
      Public, State of New York

                  No.
      01MU8086415

		 	 	
             
       Qualified in Kings County

             
       Commission Expires 1/21/07





 

STATE OF NEW
YORK     )

                              
)ss.:

COUNTY OF NEW
YORK     )

 

I HEREBY CERTIFY
that on this _____ day of November, 2004, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared P.
DeFelice, the attorney for CITIBANK, N.A., and the attorney named in the
foregoing Supplemental Indenture and, by virtue and in pursuance of the
authority therein conferred upon him, acknowledged the execution of said
Supplemental Indenture to be the act and deed of said CITIBANK,
N.A.

 

WITNESS my hand and
notarial seal the day and year aforesaid.

 






	 	 	 	 
	 	 	 	 
	[SEAL]	 	 	
      
      

                  Nanette
      Murphy

              Notary
      Public, State of New York

                  No.
      01MU8086415

		 	 	
               
      Qualified in Kings County

              
      Commission Expires
1/21/07






 

 







15














STATE OF NEW
YORK       )

                           )ss.:

COUNTY OF NEW
YORK    )

 

On the _____ day of
November, 2004 before me, personally came P. DeFelice, to me known, who being by
me duly sworn, did depose and say that he resides at 47-09 169th
Street, Flushing, New York 11358; that he is a Vice President of CITIBANK, N.A.,
one of the parties described in and which executed the above instrument; that he
knows the seal of said association; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said association, and that he signed his name thereto by like
authority.

 

WITNESS my hand and
notarial seal the day and year aforesaid.

 





	 	 	 	 
	 	 	 	 
	[SEAL]	 	 	
      
      

               Nanette
      Murphy

          Notary
      Public, State of New York

              No.
      01MU8086415

		 	 	
            Qualified
      in Kings County

              
      Commission Expires 1/21/07





 







16












 

 

 

Citibank, N.A.
hereby certifies that its precise name and address as Trustee hereunder
are:

 

 


	
       
	 	
      CITIBANK,
      N.A.

      388 Greenwich
      Street

      14th
      floor

      Borough of
      Manhattan

      City, County
      and State

         
      of New York 10013

       

	 	       
      CITIBANK, N.A.
	 
 	 
 	 
	 	By:  	 
	 	
      
      

                   P.
      DeFelice

                  Vice
      President

	 	
       




This instrument
prepared by:

    
FirstEnergy Corp.

    
76 South Main Street

    
Akron, OH  44308

 







17












 

 



Pennsylvania
Power Company

Official
Recordation Data

 




 








	
       

      County
	
       

      Date
      Filed
	
      Recorder’s
      

      Instrument
      No.
	
       

      Volume
	
       

      Page

	
      Belmont,
      OH
	 	 	 	 
	
      Clark
	 	 	 	 
	
      Jefferson
	 	 	 	 
	
      Lake
	 	 	 	 
	
      Lorain
	 	 	 	 
	
      Trumbull
	 	 	 	 
	
      Monroe
	 	 	 	 
	
      Allegheny,
      PA
	 	 	 	 
	
      Beaver,
      PA
	 	 	 	 
	
      Butler,
      PA
	 	 	 	 
	
      Crawford,
      PA
	 	 	 	 
	
      Lawrence,
      PA
	 	 	 	 
	
      Mercer,
      PA
	 	 	 	 
	
      Venango,
      PA
	 	 	 	 



 


 







18