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Indenture, Dated As of January 25, 2010

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Sectors: Services
Governing Law: Maryland, View Maryland State Laws
Effective Date: January 25, 2010
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Exhibit 10.2


TRANS-ALLEGHENY INTERSTATE LINE COMPANY

TO UNION BANK, N.A.

Trustee

INDENTURE

DATED AS OF JANUARY 25, 2010


TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 9 SECTION 104. Acts of Holders; Record Dates 9 SECTION 105. Notices, Etc., to Trustee and Company 11 SECTION 106. Notice to Holders; Waiver 12 SECTION 107. Conflict with Trust Indenture Act 12 SECTION 108. Effect of Headings and Table of Contents 12 SECTION 109. Successors and Assigns 12 SECTION 110. Separability Clause 13 SECTION 111. Benefits of Indenture 13 SECTION 112. Governing Law 13 SECTION 113. Legal Holidays 13 ARTICLE TWO SECURITY FORMS SECTION 201. Forms Generally 13 SECTION 202. Form of Face of Security 14 SECTION 203. Form of Reverse of Security 18 SECTION 204. Additional Provisions Required in Global Security 21 SECTION 205. Form of Trustee' s Certificate of Authentication 22


i ARTICLE THREE THE SECURITIES SECTION 301. Title and Terms 22 SECTION 302. Denominations 24 SECTION 303. Execution, Authentication, Delivery and Dating 24 SECTION 304. Temporary Securities 26 SECTION 305. Registration, Registration of Transfer and Exchange 26 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities 27 SECTION 307. Payment of Interest; Interest Rights Preserved 28 SECTION 308. Persons Deemed Owners 29 SECTION 309. Cancellation 29 SECTION 310. Computation of Interest 30 SECTION 311. CUSIP Numbers 30 ARTICLE FOUR SATISFACTION AND DISCHARGE SECTION 401. Satisfaction and Discharge of Indenture 30 SECTION 402. Application of Trust Money 31 ARTICLE FIVE REMEDIES SECTION 501. Events of Default 31 SECTION 502. Acceleration of Maturity; Rescission and Annulment 33 SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee 34 SECTION 504. Trustee May File Proofs of Claim 34 SECTION 505. Trustee May Enforce Claims Without Possession of Securities 35


ii SECTION 506. Application of Money Collected 35 SECTION 507. Limitation on Suits 35 SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest 36 SECTION 509. Restoration of Rights and Remedies 36 SECTION 510. Rights and Remedies Cumulative 36 SECTION 511. Delay or Omission Not Waiver 36 SECTION 512. Control by Holders 37 SECTION 513. Waiver of Past Defaults 37 SECTION 514. Undertaking for Costs 37 SECTION 515. Waiver of Stay or Extension Laws 37 ARTICLE SIX THE TRUSTEE SECTION 601. Certain Duties and Responsibilities 38 SECTION 602. Notice of Defaults 38 SECTION 603. Certain Rights of Trustee 38 SECTION 604. Not Responsible for Recitals or Issuance of Securities 39 SECTION 605. May Hold Securities 39 SECTION 606. Money Held in Trust 39 SECTION 607. Compensation and Reimbursement 40 SECTION 608. Disqualification; Conflicting Interests 40 SECTION 609. Corporate Trustee Required; Eligibility 40 SECTION 610. Resignation and Removal; Appointment of Successor 40 SECTION 611. Acceptance of Appointment By Successor 42 SECTION 612. Merger, Conversion, Consolidation or Succession to Business 43


iii SECTION 613. Preferential Collection of Claims Against Company 43 SECTION 614. Appointment of Authenticating Agent 43 ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY SECTION 701. Company to Furnish Trustee Names and Addresses of Holders 44 SECTION 702. Preservation of Information; Communications to Holders 44 SECTION 703. Reports by Trustee 44 SECTION 704. Reports by Company 45 ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 801. Company May Consolidate, Etc., Only on Certain Terms 45 SECTION 802. Successor Substituted 46 ARTICLE NINE SUPPLEMENTAL INDENTURES SECTION 901. Supplemental Indentures Without Consent of Holders 46 SECTION 902. Supplemental Indentures with Consent of Holders 47 SECTION 903. Execution of Supplemental Indentures 48 SECTION 904. Effect of Supplemental Indentures 48 SECTION 905. Conformity with Trust Indenture Act 48 SECTION 906. Reference in Securities to Supplemental Indentures 48 ARTICLE TEN COVENANTS SECTION 1001. Payment of Principal, Premium and Interest 49


iv SECTION 1002. Maintenance of Office or Agency 49 SECTION 1003. Money for Security Payments to Be Held in Trust 49 SECTION 1004. Statement by Officers as to Default 50 SECTION 1005. Existence 50 SECTION 1006. Maintenance of Properties 51 SECTION 1007. Payment of Taxes and Other Claims 51 SECTION 1008. Restrictions on Certain Liens 51 SECTION 1009. Limitation on Sale/Leaseback Transactions 53 ARTICLE ELEVEN REDEMPTION OF SECURITIES SECTION 1101. Applicability of Article 53 SECTION 1102. Election to Redeem; Notice to Trustee 53 SECTION 1103. Selection by Trustee of Securities to Be Redeemed 53 SECTION 1104. Notice of Redemption 54 SECTION 1105. Deposit of Redemption Price 55 SECTION 1106. Securities Payable on Redemption Date 55 SECTION 1107. Securities Redeemed in Part 55 ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE SECTION 1201. Company' s Option to Effect Defeasance or Covenant Defeasance 56 SECTION 1202. Defeasance and Discharge 56 SECTION 1203. Covenant Defeasance 56 SECTION 1204. Conditions to Defeasance or Covenant Defeasance 57


v SECTION 1205. Deposited Money and Government Securities to Be Held in Trust; Miscellaneous Provisions 58 SECTION 1206. Reinstatement 59

Annex A Form of Restricted Securities Certificate Annex B Form of Regulation S Certificate


vi

INDENTURE , dated as of January 25, 2010, between TRANS-ALLEGHENY INTERSTATE LINE COMPANY , a corporation duly incorporated under the laws of the State of Maryland and the Commonwealth of Virginia (herein called the " Company" ), having its principal office at 800 Cabin Hill Drive, Greensburg, Pennsylvania 15601, and UNION BANK, N.A. , a national banking association, as Trustee (herein called the " Trustee" ) having its corporate trust office at 350 California Street, 11 th Floor, San Francisco, California 94104. RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (defined herein called the " Securities" ), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or series thereof, as follows:

ARTICLE ONE

Definitions and Other Provisions of General Application

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term " generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation; and

(4) the words " herein" , " hereof' and " hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.


1

" Act" , when used with respect to any Holder, has the meaning specified in Section 104.

" Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, " control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms " controlling" and " controlled" have meanings correlative to the foregoing. " Agent Member" means any member of, or participant in, the Depositary. " Applicable Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

" Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. " Beneficial Owner" means, for Securities in book-entry from, the person who acquires an interest in the Securities which is reflected on the records of the Depositary through its participants.

" Board of Directors" means either the board of directors of the Company or any duly authorized committee of that board.

" Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. " Business Day" means any day that is not a day on which banking institutions in The City of New York or place of payment are authorized or required by law or regulation to close.

" Commission" means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

" Company" means the Person named as the " Company" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter " Company" shall mean such successor Person. " Company Request" or " Company Order" means a written request or order signed in the name of the Company by its Chief Executive Officer, its President, any Vice President, or its Treasurer, and any Assistant Treasurer, its Secretary or any Assistant Secretary, and delivered to the Trustee.


2

" Corporate Trust Office" means the principal office of the Trustee in San Francisco, California at which at any particular time its corporate trust business shall be administered.

" corporation" means a corporation, association, company, joint-stock company or business trust.

" Covenant Defeasance" has the meaning specified in Section 1203.

" Defaulted Interest" has the meaning specified in Section 307.

" Defeasance" has the meaning specified in Section 1202.

" Depositary" means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, DTC for so long as it shall be a clearing agency registered under the Exchange Act, or such successor (which shall be a clearing agency registered under the Exchange Act) as the Company shall designate from time to time in an Officers' Certificate delivered to the Trustee.

" DTC" means The Depository Trust Company. " Event of Default" has the meaning specified in Section 501. " Exchange Act" means the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder. " Exchange Offer" has the meaning set forth in the form of the Securities contained in Section 202. " Exchange Registration Statement" has the meaning set forth in the form of the Securities contained in Section 202.

" Exchange Security" means any Security issued in exchange for an Original Security or Original Securities of a series pursuant to the Exchange Offer and any Security with respect to which the next preceding Predecessor Security of such Security was an Exchange Security.

" Global Security" means a Security in the form prescribed in Section 204 evidencing all or part of the Securities of any series, issued to the Depositary or its nominee, and registered in the name of such Depositary or its nominee.

" Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States is pledged and which have a remaining weighted average life to maturity of not more than 18 months from the date of Investment therein.

" Holder" means a Person in whose name a Security is registered in the Security Register.


3

" Indebtedness" of any person means (i) all indebtedness of such person for borrowed money, (ii) all obligations of such person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such person to pay the deferred purchase price of property or services, (iv) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (v) all capital lease obligations of such person (excluding leases of property in the ordinary course of business), (vi) all obligations contingent or otherwise of such person under acceptance, letter of credit or similar facilities other than commercial leases, (vii) all unconditional obligations of such person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock or other equity interests of such person or any warrants, rights, or options to acquire such capital stock or other equity interests, (viii) all indebtedness of any other person of the type referred to in clauses (i) through (vii) guaranteed by such person or for which such person shall otherwise (including pursuant to any keepwell, makewell or similar arrangement) become directly or indirectly liable, and (ix) all indebtedness of the type referred to in clauses (i) through (vii) above secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any lien or security interest on property.

" Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act, if any, that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term " Indenture" shall also include the terms of particular series of securities established as contemplated by Section 301.

" Interest Payment Date" , when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. " Investment Company Act" means the U.S. Investment Company Act of 1940, as amended. " Maturity" , when used with respect to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

" Officers' Certificate" means a certificate signed by the Chief Executive Officer, the President, any Vice President, or the Treasurer, and any Assistant Treasurer, the Secretary or any Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company. " Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.


4

" Original Securities" means all Securities of a particular series other than Exchange Securities.

" Outstanding" , when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except :

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver, or other action only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee' s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.


5

" Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company. The Trustee is hereby authorized by the Company to act as a " Paying Agent" for the purposes of this Indenture, until such time as the Company notifies the Trustee in writing that such authorization is revoked.

" Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

" Place of Payment" , when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

" Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

" Quotation Agent" has the meaning set forth in the form of the Securities contained in Section 203.

" Redemption Date" , when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

" Redemption Price" , when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

" Registration Default" has the meaning set forth in the form of Security contained in Section 202.

" Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

" Regulation S" means Regulation S under the Securities Act (or any successor provision), as it may be amended from time to time.

" Regulation S Certificate" means a certificate substantially in the form set forth in Annex B.

" Regulation S Global Security" has the meaning specified in Section 201. " Regulation S Legend" means a legend substantially in the form of the legend required in the form of Security set forth in Section 202 to be placed upon each Regulation S Security.


6

" Regulation S Securities" means all Securities required pursuant to Section 305(b) to bear a Regulation S Legend. Such term includes the Regulation S Global Security.

" Resale Registration Statement" has the meaning set forth in the form of the Securities contained in Section 202.

" Restricted Global Security" has the meaning specified in Section 201.

" Restricted Period" means the period of 41 consecutive days beginning on and including the later of (i) the day on which Securities are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the day on which the closing of the offering of Securities pursuant to the Purchase Agreement occurs.

" Restricted Securities" means all Securities required pursuant to Section 305(c) to bear the Restricted Securities Legend. Such term includes the Restricted Global Security. " Restricted Securities Certificate" means a certificate substantially in the form set forth in Annex A. " Restricted Securities Legend" means a legend substantially in the form of the legend required in the form of Security set forth in Section 202 to be placed upon each Restricted Security.

" Rule 144A" means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.

" Rule 144A Securities" means all Securities initially distributed in connection with the offering of the Securities in reliance upon Rule 144A.

" Sale/Leaseback Transaction" means, with respect to any Person, any direct or indirect arrangement pursuant to which any real or personal property is sold by such Person or a Subsidiary of such Person and is thereafter leased back from the purchaser or transferee thereof by such Person or one of its Subsidiaries.

" Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

" Securities Act" means the Securities Act of 1933, as amended (or any successor act) and the rules and regulations thereunder. " Security Register" and " Security Registrar" have the respective meanings specified in Section 305. " Special Interest" has the meaning set forth in the form of Security contained in Section 202. " Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.


7

" Stated Maturity" , when used with respect to any Security or any installment of interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of interest is due and payable.

" Step-Down Date" has the meaning set forth in the form of the Security contained in Section 202.

" Step-Up" has the meaning set forth in the form of the Security contained in Section 202.

" Subsidiary" means any corporation or other entity of which sufficient voting stock or other ownership or economic interests having ordinary voting power to elect a majority of the board of directors (or equivalent body) are at the time directly or indirectly held by the Company. For the purposes of this definition, " voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

" Tangible Assets" means the amount shown as total assets on the Company' s balance sheet, including regulatory assets carried as an asset on the Company' s balance sheet, less intangible assets (other than such regulatory assets) including, without limitation, such items as goodwill, trademarks, trade names and patents.

" Trustee" means the Person named as the " Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter " Trustee" shall mean such successor Trustee, and if at any time there is more than one such Person, " Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series. " Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, " Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

" Vice President" , when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title " vice president."

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

8

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 1004) shall include

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been compl
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