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
