EXHIBIT 4(d)
Company Order and Officers’ Certificate
5.75% Senior Notes, Series L, due 2013
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 26, 2008, 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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1. The
Company’s 5.75% Senior Notes, Series L, due 2013 (the
“Notes”) are hereby established. The Notes shall be in
substantially the form attached hereto as Exhibit 1.
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2. 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
$250,000,000, 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 September 1, 2013;
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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 March 1 and September 1, and the Regular Record
Date for the determination of holders to whom interest is payable
on any such Interest Payment Date shall be February 15 and August
15, respectively; provided that the first Interest Payment Date
shall be March 1, 2009 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 5.75% 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 45 basis points, plus,
in each case, accrued interest thereon to the date of
redemption.
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“Comparable Treasury Issue” means
the United States Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining
term (“remaining life”) of the Senior 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 life of the
Senior Notes.
“Comparable Treasury Price” means,
with respect to any redemption date, (1) the average of the
Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (2) if we obtain 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 us and
reasonably acceptable to the Trustee.
“Reference Treasury Dealer” means
Calyon Securities (USA) Inc., Citigroup Global Markets Inc. and UBS
Securities LLC and their respective successors; provided, however,
that if any of the foregoing shall cease to be primary U.S.
government securities dealers we will substitute therefor another
primary U.S. government securities dealer reasonably acceptable to
the Trustee.
“Reference Treasury Dealer
Quotations” means, with respect to each 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 3:30 p.m., New York City time, on the third
Business Day preceding such redemption date.
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the yield,
under the heading which represents the average for the immediately
preceding week, appearing in the most recently published
statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable
Treasury Issue (if no maturity is within three months before or
after the remaining life (as defined above), yields for the two
published maturities most closely corresponding to the Comparable
Treasury Issue will be determined and the Treasury Rate will be
interpolated or extrapolated from such yields on a straight line
basis, rounding to the nearest month); or
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if such release
(or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the
rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, calculated using 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.
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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 “5.75% Senior Notes, Series L, due
2013”;
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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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3. You are
hereby requested to authenticate $250,000,000 aggregate principal
amount of 5.75% Senior Notes, Series L, due 2013, 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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4. 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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5.
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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6. The
undersigned Renee V. Hawkins and Thomas G. Berkemeyer, the
Assistant Treasurer and Assistant Secretary, respectively, of the
Company do hereby certify that:
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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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we have read
the Board Resolutions of the Company and the Opinion of Counsel
referred to above;
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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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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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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.
And:
/s/ Thomas G. Berkemeyer
DEUTSCHE BANK
TRUST COMPANY AMERICAS
BY: DEUTSCHE BANK NATIONAL TRUST
COMPANY
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,
exchang
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