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
Redemption
The Series E Notes shall be redeemable at the option of the
Company, in whole or in part at any time, upon not less than thirty
but not more than sixty days’ prior
|
