EXHIBIT 4(b)
Company Order
and Officers’ Certificate
5.30% Senior
Notes, Series J, due 2010
Deutsche Bank
Trust Company Americas
60 Wall
Street
Pursuant to Article Two of the Indenture, dated
as of September 1, 1997 (as it may be amended or supplemented, the
“Indenture”), from Ohio Power Company (the
“Company”) to Deutsche Bank Trust Company Americas, as
trustee (the “Trustee”), and the Board Resolutions
dated June 23, 2005, a copy of which certified by the Secretary or
an Assistant Secretary of the Company is being delivered herewith
under Section 2.01 of the Indenture, and unless otherwise provided
in a subsequent Company Order pursuant to Section 2.04 of the
Indenture,
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The
Company’s 5.30% Senior Notes, Series J, due 2010 (the
“Notes”) are hereby established. The Notes shall be in
substantially the form attached hereto as Exhibit 1.
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The terms and
characteristics of the Notes shall be as follows (the numbered
clauses set forth below corresponding to the numbered subsections
of Section 2.01 of the Indenture, with terms used and not defined
herein having the meanings specified in the Indenture):
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(i)
the aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture shall be limited to
$200,000,000, except as contemplated in Section 2.01 of the
Indenture;
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(ii)
the date on which the principal of the Notes shall be payable
shall be November 1, 2010;
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(iii) interest
shall accrue from the date of authentication of the Notes; the
Interest Payment Dates on which such interest will be payable shall
be May 1 and November 1, and the Regular Record Date for the
determination of holders to whom interest is payable on any such
Interest Payment Date shall be April 15 and October 15,
respectively; provided that the first Interest Payment Date shall
be May 1, 2006 and interest payable on the Stated Maturity Date or
any Redemption Date shall be paid to the Person to whom principal
shall be paid;
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(iv)
the
interest rate at which the Notes shall bear interest shall be 5.30%
per annum;
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(v) the
Notes shall be redeemable at the option of the Company, in whole at
any time or in part from time to time, upon not less than thirty
but not more than sixty days’ previous notice given by mail
to the registered owners of the Notes at a redemption price equal
to the greater of (i) 100% of the principal amount of the Notes
being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes
being redeemed (excluding the portion of any such interest accrued
to the date of redemption) discounted (for purposes of determining
present value) to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 15 basis points, plus, in
each case, accrued interest thereon to the date of
redemption.
“Treasury
Rate” means, with respect to any redemption date, the rate
per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption
date.
“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.
“Comparable Treasury Price” means,
with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotation for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (ii) if the Company obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such
quotations.
“Independent Investment Banker”
means one of the Reference Treasury Dealers appointed by the
Company and reasonably acceptable to the Trustee.
“Reference Treasury Dealer” means a
primary U.S. government securities dealer in New York City selected
by the Company and reasonably acceptable to the Trustee.
“Reference Treasury Dealer
Quotation” means, with respect to the Reference Treasury
Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at or before 5:00 p.m., New York City time, on the third
Business Day preceding such redemption date.
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(vi)
(a) the Notes shall be issued in the form of a Global
Note; (b) the Depositary for such Global Note shall be The
Depository Trust Company; and (c) the procedures with respect to
transfer and exchange of Global Notes shall be as set forth in the
form of Note attached hereto;
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the title of
the Notes shall be “5.30% Senior Notes, Series J, due
2010”;
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the form of the
Notes shall be as set forth in Paragraph 1, above;
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the Notes may
be subject to a Periodic Offering;
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the Notes shall
be issuable in denominations of $1,000 and any integral multiple
thereof;
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the Notes shall
not be issued as Discount Securities;
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(xix) Limitations
on Liens:
So long as any of the Notes are outstanding, the
Company will not create or suffer to be created or to exist any
additional mortgage, pledge, security interest, or other lien
(collectively “Liens”) on any of the Company’s
utility properties or tangible assets now owned or hereafter
acquired to secure any indebtedness for borrowed money
(“Secured Debt”), without providing that such Notes
will be similarly secured. This restriction does not
apply to the Company’s subsidiaries, nor will it prevent any
of them from creating or permitting to exist Liens on their
property or assets to secure any Secured Debt. In
addition, this restriction does not prevent the creation or
existence of:
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Liens on
property existing at the time of acquisition or construction of
such property (or created within one year after completion of such
acquisition or construction), whether by purchase, merger,
construction or otherwise, or to secure the payment of all or any
part of the purchase price or construction cost thereof, including
the extension of any Liens to repairs, renewals, replacements
substitutions, betterments, additions, extensions and improvements
then or thereafter made on the property subject thereto;
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Financing of
the Company’s accounts receivable for electric
service;
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Any extensions,
renewals or replacements (or successive extensions, renewals or
replacements), in whole or in part, of liens permitted by the
foregoing clauses; and
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The pledge of
any bonds or other securities at any time issued under any of the
Secured Debt permitted by the above clauses.
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In addition to the permitted issuances above,
Secured Debt not otherwise so permitted may be issued in an amount
that does not exceed 15% of Net Tangible Assets as defined
below.
“Net Tangible Assets” means the
total of all assets (including revaluations thereof as a result of
commercial appraisals, price level restatement or otherwise)
appearing on the Company’s balance sheet, net of applicable
reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount and all other like
intangible assets (which term shall not be construed to include
such revaluations), less the aggregate of the Company’s
current liabilities appearing on such balance sheet. For
purposes of this definition, the Company's balance sheet does not
include assets and liabilities of its subsidiaries.
This
restriction also will not apply to or prevent the creation or
existence of leases made, or existing on property acquired, in the
ordinary course of business.
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You are hereby
requested to authenticate $200,000,000 aggregate principal amount
of 5.30% Senior Notes, Series J, due 2010, executed by the Company
and delivered to you concurrently with this Company Order and
Officers’ Certificate, in the manner provided by the
Indenture.
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You are hereby
requested to hold the Notes as custodian for DTC in accordance with
the Blanket Issuer Letter of Representations dated July 9, 2003,
from the Company to DTC.
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Concurrently
with this Company Order and Officers’ Certificate, an Opinion
of Counsel under Sections 2.04 and 13.06 of the Indenture is being
delivered to you.
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The undersigned
Stephan T. Haynes and Thomas G. Berkemeyer, the Assistant Treasurer
and Assistant Secretary, respectively, of the Company do hereby
certify that:
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(i)
we have read the relevant portions of the Indenture, including
without limitation the conditions precedent provided for therein
relating to the action proposed to be taken by the Trustee as
requested in this Company Order and Officers’ Certificate,
and the definitions in the Indenture relating thereto;
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(ii)
we have read the Board Resolutions of the Company and the Opinion
of Counsel referred to above;
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(iii)
we have
conferred with other officers of the Company, have examined such
records of the Company and have made such other investigation as we
deemed relevant for purposes of this certificate;
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(iv)
in
our opinion, we have made such examination or investigation as is
necessary to enable us to express an informed opinion as to whether
or not such conditions have been complied with; and
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(v)
on
the basis of the foregoing, we are of the opinion that all
conditions precedent provided for in the Indenture relating to the
action proposed to be taken by the Trustee as requested herein have
been complied with.
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Kindly acknowledge receipt of this Company Order
and Officers’ Certificate, including the documents listed
herein, and confirm the arrangements set forth herein by signing
and returning the copy of this document attached hereto.
By: /s/ Stephan T.
Haynes
And:
/s/ Thomas G.
Berkemeyer
DEUTSCHE BANK
TRUST COMPANY AMERICAS
Exhibit 1
Unless this
certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) to
the issuer or its agent for registration of transfer, exchange or
payment, and any certificate to be issued is registered in the name
of Cede & Co. or in such other name as is requested by an
authorized representative of The Depository Trust
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