EXHIBIT 4(d)
SOUTHWESTERN ELECTRIC POWER
COMPANY
and
THE BANK OF NEW YORK
MELLON
AS TRUSTEE
___________________
____________ SUPPLEMENTAL
INDENTURE
Dated as of June __, 2009
Supplemental to the
Indenture
dated as of February 25,
2000
___% Senior Notes, Series _, due
20__
___________
SUPPLEMENTAL INDENTURE, dated as of _________, 2009, between
SOUTHWESTERN ELECTRIC POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Delaware (the
"Company"), and THE BANK OF NEW YORK MELLON, as successor to THE
BANK OF NEW YORK, a New York banking corporation organized and
existing under the laws of the State of New York, as Trustee under
the Original Indenture referred to below (the
"Trustee").
RECITALS OF THE COMPANY
The Company has
heretofore executed and delivered to the Trustee an indenture dated
as of February 25, 2000 (the "Original Indenture"), to provide for
the issuance from time to time of its debentures, notes or other
evidences of indebtedness (the "Senior Notes"), the form and terms
of which are to be established as set forth in Section 201 and 301
of the Original Indenture.
Section 901 of
the Original Indenture provides, among other things, that the
Company and the Trustee may enter into indentures supplemental to
the Original Indenture for, among other things, the purpose of
establishing the form and terms of the Senior Notes of any series
as permitted in Sections 201 and 301 of the Original
Indenture.
The Company
desires to create a series of the Senior Notes in an aggregate
principal amount of $_______ to be designated the "___% Senior
Notes, Series _, due 20__" (the "Series __ Notes"), and all action
on the part of the Company necessary to authorize the issuance of
the Series __ Notes under the Original Indenture and this _________
Supplemental Indenture has been duly taken.
All acts and
things necessary to make the Series ___ Notes, when executed by the
Company and completed, authenticated and delivered by the Trustee
as provided in the Original Indenture and this _________
Supplemental Indenture, the valid and binding obligations of the
Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have
been done and performed.
NOW, THEREFORE,
THIS __________ SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the
acceptance and purchase of the Series __ Notes by the Holders
thereof and of the acceptance of this trust by the Trustee, the
Company covenants and agrees with the Trustee, for the equal
benefit of the Holders of the Series __ Notes, as
follows:
ARTICLE ONE
Definitions
SECTION
101.
Definitions .
The use of the
terms and expressions herein is in accordance with the definitions,
uses and constructions contained in the Original Indenture and the
form of the Series ___ Note attached hereto as Exhibit A
.
ARTICLE TWO
Terms and Issuance of the Series __
Notes
SECTION
201.
Issue of Series ___ Notes .
A series of
Senior Notes which shall be designated the "____% Senior
Notes, Series __, due 20__" shall be executed, authenticated and
delivered from time to time in accordance with the provisions of,
and shall in all respects be subject to, the terms, conditions and
covenants of, the Original Indenture and this _______ Supplemental
Indenture (including the form of Series __ Note set forth in
Exhibit A hereto). The aggregate principal amount
of the Series __ Notes which may be authenticated and delivered
under this _________ Supplemental Indenture shall initially be
$______, and such principal amount of the Series __ Notes may be
increased from time to time. All Series __ 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 the issuance of
additional Series ___ Notes. Any such additional Series
__ Notes will have the same interest rate, maturity and other terms
as those initially issued.
SECTION
202.
Form of Series __ Notes; Incorporation of Terms .
The Series __
Notes shall be issued initially in the form of one Global
Security. The form of the Series __ Notes shall be
substantially in the form of the Global Security attached hereto as
Exhibit A . The terms of such Series __ Notes are
herein incorporated by reference and are part of this ________
Supplemental Indenture.
SECTION
203.
Depositary for Global Securities .
The Depositary
for any Global Securities of the series of which this Series __
Note is a part shall be The Depository Trust Company in The City of
New York.
SECTION
204.
Restrictions on Liens .
The covenant
contained in Section 1007 of the Original Indenture shall not be
applicable to the Series __ Notes.
So long as any of the Series __ 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 its utility properties
or tangible assets now owned or hereafter acquired to secure any
indebtedness for borrowed money ("Secured Debt"), without providing
that the Series __ 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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(a)
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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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(b)
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Financing of
the Company's accounts receivable for electric service;
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(c)
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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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(d)
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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 does not apply to or
prevent the creation or existence of leases made, or existing on
property acquired, in the ordinary course of business.
SECTION
205.
Place of Payment .
The Place of
Payment in respect of the Series __ Notes will be at the principal
office or place of business of the Trustee or its successor in
trust under the Indenture, which, at the date hereof, is located at
101 Barclay Street, New York, NY 10286, Attention: Corporate Trust
Administration.
SECTION
206.
Optional Redemption .
The Series __ Notes may be redeemed at the
Company’s option at any time upon no more than 60 and not
less than 30 days’ notice by mail. The Series __
Notes may be redeemed either as a whole or in part at a redemption
price equal to the greater of (1) 100% of the principal amount of
the Series __ Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and
interest on the Series __ 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 50 basis points; plus, in each case, accrued
interest thereon to the date of redemption.
"Business Day" means any day that is not a day
on which banking institutions in New York City are authorized or
required by law or regulation to close.
“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 Series __ 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
Series __ 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 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
BNP Paribas Securities Corp., Credit Suisse Securities (USA) LLC,
and J. P. Morgan Securities Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a
Reference Treasury Dealer the Company will substitute therefor a
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.
“Treasury
Rate” means (i) 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 (ii) 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.
SECTION
207.
Sinking Funds .
Article Twelve of the Indenture shall not apply
to the Series __ Notes.
SECTION
208.
Regular Record Date .
The "Regular Record Date" will be the January 1
or July 1, as the case may be, next preceding an interest payment
date (whether or not a business day).
ARTICLE THREE
Miscellaneous
SECTION
301.
Execution as Supplemental Indenture .
This ______
Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided
in the Original Indenture, this __________ Supplemental Indenture
forms a part thereof.
SECTION
302.
Conflict with Trust Indenture Act .
If any
provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this ________
Supplemental Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.
SECTION
303.
Effect of Headings .
The Article and
Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION
304.
Successors and Assigns .
All covenants
and agreements by the Company in this ________ Supplemental
Indenture shall bind its successors and assigns, whether so
expressed or not.
SECTION
305.
Separability Clause .
In case any
provision in this _________ Supplemental Indenture or in the Series
__ Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
SECTION
306.
Benefits of _______ Supplemental Indenture .
Nothing in this
_______ Supplemental Indenture or in the Series __ Notes, express
or implied, shall give to any Person, other than the parties hereto
and their successors hereunder and the Holders, any benefit or any
legal or equitable right, remedy or claim under this ________
Supplemental Indenture.
SECTION
307.
Execution and Counterparts .
This _________
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS
WHEREOF, the parties hereto have caused this _________ Supplemental
Indenture to be duly executed and attested, all as of the day and
year first above written.
SOUTHWESTERN
ELECTRIC POWER COMPANY
By:
__________________________
Name:
Title: Assistant
Treasurer
Attest:
________________________
Name:
Title: Assistant
Secretary
THE BANK OF NEW
YORK, as Tr
