EXHIBIT 4(c)
December 12, 2001
Company Order and Officers' Certificate
6.125% Senior Notes, Series C, due 2006
The Bank of New York, as Trustee
5 Penn Plaza, 13th Floor
New York, New York 10001
Ladies and Gentlemen:
Pursuant to Article Two of the Indenture, dated as of October 1, 1998 (as it may
be amended or supplemented, the "Indenture"), from Indiana Michigan Power
Company (the "Company") to The Bank of New York, as trustee (the "Trustee"), and
the Board Resolutions dated January 24, 2001, 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,
1. The Company's 6.125% Senior Notes, Series C, due 2006 (the "Notes") are
hereby established. The Notes shall be in substantially the form attached
hereto as Exhibit 1.
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):
(i) the aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture shall be limited to $300,000,000, except
as contemplated in Section 2.01(i) of the Indenture;
(ii) the date on which the principal of the Notes shall be payable shall be
December 15, 2006;
(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 June 15 and December 15, and the Regular Record Date for the
determination of holders to whom interest is payable on any such
Interest Payment Date shall be the June 1 or December 1 preceding the
relevant Interest Payment Date; provided that the first Interest
Payment Date shall be June 15, 2002 and interest payable on the Stated
Maturity Date or any Redemption Date shall be paid to the Person to
whom principal shall be paid;
(iv) the interest rate at which the Notes shall bear interest shall be
6.125% per annum;
(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 25 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.
(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;
(vii)the title of the Notes shall be "6.125% Senior Notes, Series C, due
2006";
(viii)the form of the Notes shall be as set forth in Paragraph 1, above;
(ix) not applicable;
(x) the Notes shall not be subject to a Periodic Offering;
(xi) not applicable;
(xii) not applicable;
(xiii) not applicable;
(xiv)the Notes shall be issuable in denominations of $1,000 and any
integral multiple thereof;
(xv) not applicable;
(xvi) the Notes shall not be issued as Discount Securities;
(xvii) not applicable;
(xviii) not applicable; and
(xix) not applicable.
3. You are hereby requested to authenticate $300,000,000 aggregate
principal amount of 6.125% Senior Notes, Series C, due 2006, executed by the
Company and delivered to you concurrently with this Company Order and Officers'
Certificate, in the manner provided by the Indenture.
4. You are hereby requested to hold the Notes as custodian for DTC in
accordance with the Letter of Representations dated December 7, 2001, from the
Company and the Trustee to DTC.
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.
6. The undersigned Geoffrey S. Chatas and Thomas G. Berkemeyer, the
Assistant Treasurer and Assistant Secretary, respectively, of the Company do
hereby certify that:
(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;
(ii) we have read the Board Resolutions of the Company and the Opinion of
Counsel referred to above;
(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;
(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
(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.
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.
Very truly yours,
INDIANA MICHIGAN POWER COMPANY
By:v /s/ Geoffrey S. Chatas
Assistant Treasurer
And: /s/ Thomas G. Berkemeyer
Assistant Secretary
Acknowledged by Trustee:
By: /s/ Terence T. Rawlins
Authorized Signatory