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Exhibit 4(d)
COLUMBUS SOUTHERN POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AS TRUSTEE
FIRST SUPPLEMENTAL INDENTURE
DATED NOVEMBER 25, 2003
$150,000,000
4.40% SENIOR NOTES, SERIES E, DUE 2010
THIS
FIRST SUPPLEMENTAL INDENTURE is made the 25
th day
of November, 2003, between COLUMBUS SOUTHERN POWER COMPANY, a
corporation duly organized and existing under the laws of the state
of Ohio (herein called the “Company”), having its
principal office at 1 Riverside Plaza, Columbus, Ohio 43215 and
Deutsche Bank Trust Company Americas (formerly Bankers Trust
Company), a national banking association, duly organized and
existing under the laws of the United States, having its principal
corporate trust office at 60 Wall Street, New York, New York 10005,
as Trustee (herein called the “Trustee”).
W I T N E S S E T H:
WHEREAS,
the Company has heretofore entered into an Indenture, dated as
of September 1, 1997 (the “Original Indenture”),
with the Trustee; and
WHEREAS,
the Original Indenture is incorporated herein by this
reference and the Original Indenture, as supplemented by this
First Supplemental Indenture, is herein called the
“Indenture”; and
WHEREAS,
under the Original Indenture, a new series of unsecured notes
(the “Senior Notes”) may at any time be
established by the Board of Directors of the Company in
accordance with the provisions of the Original Indenture and
the terms of such series may be described by a supplemental
indenture executed by the Company and the Trustee;
and
WHEREAS,
the Company proposes to create under the Indenture a series of
Senior Notes to be designated the “4.40% Senior Notes,
Series E, due 2010” (the “Series E Notes”),
the form and substance of the Series E Notes and the terms,
provisions and conditions thereof to be set forth as provided
in the Original Indenture and this First Supplemental
Indenture; and
WHEREAS,
additional Senior Notes of other Series hereafter established,
except as may be limited in the Original Indenture as at the
time supplemented and modified, may be issued from time to
time pursuant to the Original Indenture as at the time
supplemented and modified; and
WHEREAS,
all conditions necessary to authorize the execution and
delivery of this First Supplemental Indenture and to make it a
valid and binding obligation of the Company have been done or
performed;
NOW,
THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable
consideration, the sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
Additional Definitions
SECTION
1.01.
Definitions
The
following defined terms used herein shall, unless the context
otherwise requires, have the meanings specified below.
Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the
Original Indenture.
“Company”
means Columbus Southern Power Company, an Ohio corporation and
also includes the Columbus Southern Power Company’s
successors and permitted assigns.
“Closing
Date” shall mean November 25, 2003, the initial date of
delivery of the Series E Notes from the Company to the
Underwriters.
“Legal
Separation” shall mean the transfer of the
Company’s Transmission and Distribution Business to
Columbus Southern Wires.
“Columbus
Southern Wires” shall mean Columbus Southern Wires LLC,
a to-be-formed Ohio company and the affiliate company to which
the Company may transfer its Transmission and Distribution
Business.
“Columbus
Southern Wires Exchange Offer” shall mean the offer by
Columbus Southern Wires, upon Legal Separation, to the holders
of Series E Notes to exchange all of the Series E Notes held
by each such holder for a like amount of Columbus Southern
Wires Notes.
“Columbus
Southern Wires Notes” shall mean notes of Columbus
Southern Wires which are identical in all material respects to
the Series E Notes and are registered under the Securities
Act.
“Columbus
Southern Wires Registration” shall mean a registration
under the Securities Act effected pursuant to Section 2.08
hereof..
“Columbus
Southern Wires Registration Statement” shall mean an
exchange offer registration statement on Form S-4 (or, if
applicable, on another appropriate form) of Columbus Southern
Wires as provided in the section entitled ‘Legal
Separation’ hereof and all amendments and supplements to
such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.
“Transmission
and Distribution Business” means the electricity
transmission and distribution assets of the
Company.
ARTICLE II
Series E Notes
SECTION
2.01. Establishment
The
Series E Notes shall be designated as the Company’s
“4.40% Senior Notes, Series E, due
2010”.
SECTION
2.02. Aggregate Principal
Amount
The
Trustee shall authenticate and deliver Series E Notes for
original issue on the Original Issue Date in the aggregate
principal amount of $150,000,000 upon a Company Order for
authentication and delivery thereof and satisfaction of
Section 2.01 of the Original Indenture. The aggregate
principal amount of the Series E Notes shall be initially
limited to $150,000,000 and shall not be subject to Periodic
Offerings pursuant to Article Two of the Original Indenture.
All Series E Notes need not be issued at the same time and
such series may be reopened at any time, without the consent
of any Holder, for issuances of additional Series E Notes. Any
such additional Series E Notes will have the same interest
rate, maturity and other terms as those initially issued. The
Series E Notes shall be issued in definitive fully registered
form.
SECTION
2.03. Maturity and Interest
(i) The
Series E Notes shall mature on, and the date on which the
principal of the Series E Notes shall be payable (unless
earlier redeemed shall
be December 1, 2010;
(ii)
The
interest rate at which the Series E Notes shall bear interest
shall be 4.40% per annum; provided, however, that a special
interest premium shall accrue on the Series E Notes
under certain circumstances as provided in clause (iii) below;
interest shall accrue from the date of authentication of the
Series E Notes; the Interest Payment Dates on which such
interest will be payable shall be June 1 and December 1, and
the Regular Record Date for the determination of holders to
whom interest is payable on any such Interest Payment Date
shall be the May 15 or November 15 preceding the relevant
Interest Payment Date; provided that the first Interest
Payment Date shall be June 1, 2004 and interest payable on the
Stated Maturity or any redemption date shall be paid to the
Person to whom principal shall be paid; each payment of
interest shall include interest accrued through the day before
the Interest Payment Date;
(iii)
Special
interest premium shall accrue on the Series E Notes over and
above the interest rate set forth herein in accordance with
Section 2.08 hereof.
SECTION
2.04. Optional Rede
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