Exhibit
4(a) and (b)
Company Order and Officers’ Certificate
5.375% Senior Notes, Series M, due 2021
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 30, 2009, 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 5.375% Senior Notes,
Series M, due 2021 (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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the aggregate principal amount of Notes which
may be authenticated and delivered under the Indenture shall be
limited to $500,000,000, except as contemplated in Section 2.01 of
the Indenture;
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the date on which the principal of the Notes
shall be payable shall be October 1, 2021.
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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 April 1 and October 1, and the Regular Record Date for the
determination of holders to whom interest is payable on any such
Interest Payment Date shall be March 15 and September 15,
respectively; provided that the first Interest Payment Date shall
be April 1, 2010 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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the interest rate at which the Notes shall
bear interest shall be 5.375% 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 30 basis points, plus, in
each case, accrued interest thereon to the date of redemption.
“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
RBS Securities Inc. and UBS Securities LLC and their respective
successors; provided, however, that if either of the foregoing
shall cease to be primary U.S. government securities dealers (a
“Primary Treasury Dealer”) we will substitute therefor
another Primary Treasury 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 “5.375%
Senior Notes, Series M, due 2021”;
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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
$500,000,000 aggregate principal amount of 5.375% Senior Notes,
Series M, due 2021, 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 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, N
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