Exhibit 4(b)
AMERICAN ELECTRIC POWER COMPANY, INC.
AND
THE BANK OF NEW YORK,
as Trustee
-----------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of ____________, ____
TO
INDENTURE
Dated as of ____________, ____
-----------------------
FIRST SUPPLEMENTAL INDENTURE, dated as of the ______ day of __________,
____ (the "First Supplemental Indenture"), between AMERICAN ELECTRIC POWER
COMPANY, INC., a corporation duly organized and existing under the laws of the
State of New York (hereinafter sometimes referred to as the "Company"), and THE
BANK OF NEW YORK, a New York corporation, as trustee (hereinafter sometimes
referred to as the "Trustee") under the Indenture dated as of ____________, ____
between the Company and the Trustee (the "Indenture"); all terms used and not
defined herein are used as defined in the Indenture.
WHEREAS, the Company executed and delivered the Indenture to the Trustee
to provide for the future issuance of its unsecured promissory notes or other
evidences of indebtedness (the "Notes"), said Notes to be issued from time to
time in series as might be determined by the Company under the Indenture, in an
unlimited aggregate principal amount which may be authenticated and delivered
thereunder as in the Indenture provided; and
WHEREAS, pursuant to the terms of the Indenture, the Company desires to
provide for the establishment of a new series of its Notes (said series being
hereinafter referred to as the "Series A Notes"), the form and substance of such
Series A Notes and the terms, provisions and conditions thereof to be set forth
as provided in the Indenture and this First Supplemental Indenture; and
WHEREAS, the Company desires and has requested the Trustee to join with it
in the execution and delivery of this First Supplemental Indenture, and all
requirements necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, and to make the Series A Notes, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed and fulfilled, and the
execution and delivery hereof have been in all respects duly authorized;
NOW THEREFORE, in consideration of the purchase and acceptance of the
Series A Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Series A Notes and the
terms, provisions and conditions thereof, the Company covenants and agrees with
the Trustee as follows:
ARTICLE ONE
GENERAL TERMS AND CONDITIONS OF
THE SERIES A NOTES
SECTION 1.01. There shall be and is hereby authorized a series of Notes
designated the "Series A Notes", in an aggregate principal amount to
$____________, which amount shall be as set forth in the Company Order for the
authentication and delivery of Series A Notes pursuant to Section 2.04 of the
Indenture. The Series A Notes shall mature and the principal shall be due and
payable together with all accrued and unpaid interest thereon on ____________,
____, and shall be issued in the form of registered Series A Notes without
coupons.
[SECTION 1.02. Except as provided in Section 2.11(c) of the Indenture, the
Series A Notes shall be issued initially in the form of a Global Note in an
aggregate principal amount equal to all outstanding Series A Notes, to be
registered in the name of the Depository, or its nominee, and delivered by the
Trustee to the Depository for crediting to the accounts of its participants
pursuant to the instructions of the Company. The Company shall execute a Global
Note in such aggregate principal amount and deliver the same to the Trustee for
authentication and delivery as hereinabove and in the Indenture provided.
Payments on the Series A Notes issued as a Global Note will be made to the
Depository. The Depository for the Series A Notes shall be The Depository Trust
Company, New York, New York.]
SECTION 1.03. If, pursuant to the provisions of Section 2.11(c) of the
Indenture, the Series A Notes are issued in certificated form, principal,
premium, if any, and interest on the Series A Notes will be payable, the
transfer of such Series A Notes will be registrable and such Series A Notes will
be exchangeable for Series A Notes bearing identical terms and provisions at the
office or agency of the Company only upon surrender of such certificated Series
A Note and such other documents as required by the Indenture; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the registered holder at such address as shall appear in the Note
Register.
SECTION 1.04. Each Series A Note shall bear interest at the rate of
______% per annum from the original date of issuance until the principal thereof
becomes due and payable, and on any overdue principal and (to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at the same rate per annum, payable [semi-annually] in
arrears on each ________ 1 and ________ 1 (each, an "Interest Payment Date"),
commencing on ____________, ____. Interest (other than interest payable on
redemption or maturity) shall be payable to the person in whose name such Series
A Note or any predecessor Series A Note is registered at the close of business
on the regular record date for such interest installment. The regular record
date for such interest installment shall be the close of business on the
business day next preceding that Interest Payment Date; except that if, pursuant
to the provisions of Section 2.11(c) of the Indenture, the Series A Notes are no
longer represented by a Global Note, the regular record date for such interest
installment shall be the close of business on the ________ __ or ________ __
(whether or not a business day) next preceding the Interest Payment Date.
Interest payable on redemption or maturity shall be payable to the person to
whom the principal is paid. Any such interest installment not punctually paid or
duly provided for shall forthwith cease to be payable to the registered holders
on such regular record date, and may be paid to the person in whose name the
Series A Note (or one or more Predecessor Notes) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered holders
of the Series A Notes not less than 10 days prior to such special record date,
or may be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Series A Notes may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.
The amount of interest payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months. In the event that any date on
which interest is payable on the Series A Notes is not a business day, then
payment of interest payable on such date will be made on the next succeeding day
which is a business day (and without any interest or other payment in respect of
any such delay), except that, if such business day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding business
day, in each case with the same force and effect as if made on such date.
ARTICLE TWO
REDEMPTION OF THE SERIES A NOTES
SECTION 2.01. The Company shall have the right to redeem the Series A
Notes, in whole or in part, from time to time, at the time and redemption price
set forth in the form of Note contained in Exhibit A hereto. Any redemption
pursuant to this Section will be made upon not less than 30 nor more than 60
days' notice. If the Series A Notes are only partially redeemed pursuant to this
Section, the Notes will be redeemed pro rata or by lot or by any other method
utilized by the Trustee; provided, that if at the time of redemption, the Series
A Notes are registered as a Global Note, the Depository shall determine by lot
the principal amount of such Series A Notes held by each Series A Noteholder to
be redeemed.
ARTICLE THREE
FORM OF SERIES A NOTE
SECTION 3.01. The Series A Notes and the Trustee's Certificate of
Authentication to be endorsed thereon are to be substantially in the form of
Exhibit A hereto.
ARTICLE FOUR
ORIGINAL ISSUE OF SERIES A Notes
SECTION 4.01. Series A Notes in the aggregate principal amount of
$____________ may, upon execution of this First Supplemental Indenture, or from
time to time thereafter, be executed by the Company and delivered to the Trustee
for authentication, and the Trustee shall thereupon authenticate and deliver
said Notes to or upon a Company Order, signed by its Chairman of the Board, its
President, any Vice President, its Treasurer or its Assistant Treasurer and its
Secretary or Assistant Secretary, without any further action by the Company.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.01. Except as otherwise expressly provided in this First
Supplemental Indenture or in the form of Series A Note or otherwise clearly
required by the context hereof or thereof, all terms used herein or in said form
of Series A Note that are defined in the Indenture shall have the several
meanings respectively assigned to them thereby.
SECTION 5.02. The Indenture, as supplemented by this First Supplemental
Indenture, is in all respects ratified and confirmed, and this First
Supplemental Indenture shall be deemed part of the Indenture in the manner and
to the extent herein and therein provided.
SECTION 5.03. The recitals herein contained are made by the Company and
not by the Trustee, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representation as to the validity or
sufficiency of this First Supplemental Indenture.
SECTION 5.04. This First Supplemental Indenture may be executed in any
number of counterparts each of which shall be an original; but such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
AMERICAN ELECTRIC POWER COMPANY, INC.
By: __________________________
Treasurer
Attest:
_________________________
Assistant Secretary
THE BANK OF NEW YORK,
as Trustee
By: __________________________
Vice President
Attest:
_________________________
Trust Officer
State of Ohio }
County of Franklin } ss:
On this ______ day of __________, ____, personally appeared before me, a
Notary Public within and for said County in the State aforesaid, A. A. Pena and
Thomas G. Berkemeyer, to me known and known to me to be respectively Treasurer
and Assistant Secretary of AMERICAN ELECTRIC POWER COMPANY, INC., one of the
corporations named in and which executed the foregoing instrument, who severally
acknowledged that they did sign and seal said instrument as such Treasurer and
Assistant Secretary for and on behalf of said corporation and that the same is
their free act and deed as such Treasurer and Assistant Secretary, respectively,
and the free and corporate act and deed of said corporation.
In Witness Whereof, I have hereunto set my hand and notarial seal this
____ day of __________, ____.
[Notarial Seal]
_____________________
Name: Mary M. Soltesz
Notary Public, State of Ohio
My Commission Expires 7-13-04
State of }
County of } ss:
Be it remembered, that on this ______ day of __________, ____, personally
appeared before me the undersigned, a Notary Public within and for said County
and State, THE BANK OF NEW YORK, one of the corporations named in and which
executed the foregoing instrument, by _______________, one of its Vice
Presidents, and by _______________, one of its Trust Officers, to me known and
known by me to be such Vice President and Trust Officer, respectively, who
severally duly acknowledged the signing and sealing of the foregoing instrument
to be their free act and voluntary deed, and the free act and voluntary deed of
each of them as such Vice President and Trust Officer, respectively, and the
free act and voluntary deed of said corporation, for the uses and purposes
therein expressed and mentioned.
In Witness Whereof, I have hereunto set my hand and notarial seal this
_____ day of __________, ____.
[Notarial Seal]
_____________________
Name:
Notary Public, State of ____________
My Commission Expires_______________
Exhibit A
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 Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
No. __
AMERICAN ELECTRIC POWER COMPANY, INC.
$____________ [ %] Senior Notes, Series A due ____________
CUSIP: __________ Original Issue Date: ________________
Stated Maturity: __________ Interest Rate: ____%
Principal Amount: $____________
Redeemable: Yes ______ No ______
In Whole: Yes ______ No ______
In Part: Yes ______ No ______
AMERICAN ELECTRIC POWER COMPANY, INC., a corporation duly organized and
existing under the laws of the State of New York (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the Principal Amount specified above on the Stated
Maturity specified above, and to pay interest on said Principal Amount from the
Original Issue Date specified above or from the most recent interest payment
date (each such date, an "Interest Payment Date") to which interest has been
paid or duly provided for, semi-annually in arrears on __________ and __________
in each year, commencing __________, ____, at the Interest Rate per annum
specified above, until the Principal Amount shall have been paid or duly
provided for. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date, as provided in the Indenture, as hereinafter defined,
shall be paid to the Person in whose name this Note (or one or more Predecessor
Securities) shall have been registered at the close of business on the Regular
Record Date with respect to such Interest Payment Date, which shall be the
__________ or __________ (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date, provided that interest payable
on the Stated Maturity or any redemption date shall be paid to the Person to
whom principal is paid. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and shall be paid as provided in said Indenture.
If any Interest Payment Date, any redemption date or Stated Maturity is
not a Business Day, then payment of the amounts due on this Note on such date
will be made on the next succeeding Business Day, and no interest shall accrue
on such amounts for the period from and after such Interest Payment Date,
redemption date or Stated Maturity, as the case may be, with the same force and
effect as if made on such date. The principal of (and premium, if any) and the
interest on this Note shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
New York, in any coin or currency of the United States of America which at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest (other than interest payable on the
Stated Maturity or any redemption date) may be made at the option of the Company
by check mailed to the registered holder at such address as shall appear in the
Note Register.
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of May 1, 2001 duly executed and delivered between the Company and The
Bank of New York, a corporation organized and existing under the laws of the
State of New York, as Trustee (herein referred to as the "Trustee") (such
Indenture, as originally executed and delivered and as thereafter supplemented
and amended being hereinafter referred to as the "Indenture"), to which
Indenture and all indentures supplemental thereto or Company Orders reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Notes. By the terms of the Indenture, the Notes are issuable in series which
may vary as to amount, date of maturity, rate of interest and in other respects
as in the Indenture provided. This Note is one of the series of Notes designated
on the face hereof.
This Note may be redeemed by the Company at its option, 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 Note
at a redemption price equal to the greater of (i) 100% of the principal amount
of the Note being redeemed and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest on the Note 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 20 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 bid and asked prices for the Comparable Treasury
Issue (expressed in each case a percentage of its principal amount) on
the third Business Day preceding such redemption date, as set forth in
the daily statistical release (or any successor release) published by
the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U. S. Government Securities" or (ii) if such release (or
any successor release) is not published or does not contain such prices
on such third Business Day, the Reference Treasury Dealer Quotation for
such redemption date.
"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.
The Company shall not be required to (i) issue, exchange or register the
transfer of any Notes during a period beginning at the opening of business 15
days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes of the same series and ending at the close of business on
the day of such mailing, nor (ii) register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption. This Global Note
is exchangeable for Notes in definitive registered form only under certain
limited circumstances set forth in the Indenture.
In the event of redemption of this Note in part only, a new Note or Notes
of this series, of like tenor, for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the surrender of this Note.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note upon compliance by the Company with certain conditions
set forth therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Notes of each series affected at the time outstanding,
as defined in the Indenture, to execute supplemental indentures for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying in
any manner the rights of the Holders of the Notes; provided, however, that no
such supplemental indenture shall (i) extend the fixed maturity of any Notes of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a Discount Security
that would be due and payable upon a declaration of acceleration of the maturity
thereof pursuant to the Indenture, without the consent of the holder of each
Note then outstanding and affected; (ii) reduce the aforesaid percentage of
Notes, the holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which are required
to waive any default and its consequences, without the consent of the holder of
each Note then outstanding and affected thereby; or (iii) modify any provision
of Section 6.01(c) of the Indenture (except to increase the percentage of
principal amount of securities required to rescind and annul any declaration of
amounts due and payable under the Notes), without the consent of the holder of
each Note then outstanding and affected thereby. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount of
the Notes of all series at the time outstanding affected thereby, on behalf of
the Holders of the Notes of such series, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the Notes of such series. Any such consent or waiver by the
registered Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered holder hereof on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company as may be designated by the
Company accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
IN WITNESS WHEREOF, the Company has caused this Note to be executed.
AMERICAN ELECTRIC POWER COMPANY, INC.
By:___________________________
Attest:
By:___________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in accordance
with, and referred to in, the within-mentioned Indenture.
Dated: ________________
THE BANK OF NEW YORK
By:___________________________
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.
Dated:________________________ _________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within Note in every particular,
without alteration or enlargement or any change whatever and NOTICE:
Signature(s) must be guaranteed by a financial institution that is a
member of the Securities Transfer Agents Medallion Program
("STAMP"), the Stock Exchange Medallion Program ("SEMP") or the New
York Stock Exchange, Inc. Medallion Signature Program ("MSP").