EXHIBIT 4(f)
November 17, 2000
Company Order and Officers' Certificate
Floating Rate Notes, Series B, due 2002
Bankers Trust Company
Attn: Corporate Trust Division
Four Albany Street, 4th Floor
New York, New York 10006
Ladies and Gentlemen:
Pursuant to Article Two of the Indenture, dated as of September 1, 1997 (as it
may be amended or supplemented, the "Indenture"), from Kentucky Power Company
(the "Company") to Bankers Trust Company, as trustee (the "Trustee"), and the
Board Resolutions dated February 24, 1999, 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 Floating Rate Notes, Series B, due 2002 (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 correspond 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
or in the Notes):
(i) the aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture shall be
limited to $70,000,000, 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 November 19, 2002;
(iii) interest on the Notes shall be payable quarterly on
February 19, May 19, August 19 and November 19 of each year
(each, an "Interest Payment Date"), commencing on February
19, 2001 and shall accrue from and including the date of
authentication of the Notes to, but excluding February 19,
2001, and thereafter, from and including each Interest
Payment Date to, but excluding, the next succeeding Interest
Payment Date or Stated Maturity, as the case may be; the
Regular Record Date for the determination of holders to whom
interest is payable on any such Interest Payment Date shall
be the fifteenth calendar day preceding the relevant
Interest Payment Date; provided that interest payable on
Stated Maturity shall be paid to the Person to whom
principal shall be paid;
(iv) the Notes will bear interest at an annual rate
("Interest Rate") determined by the Calculation Agent,
subject to the maximum interest rate permitted by New York
or other applicable state law, as such law may be modified
by United States law of general application. The Interest
Rate for each Interest Period will be equal to LIBOR on the
Interest Determination Date for such Interest Period plus
0.65%; provided, however, that in certain circumstances
described below, the Interest Rate will be determined
without reference to LIBOR.
If the following circumstances exist on any
Interest Determination Date, the Calculation Agent shall
determine the Interest Rate for the Notes as follows:
(1) In the event no Reported Rate appears on
Telerate Page 3750 as of approximately 11:00 a.m.
London time on an Interest Determination Date, the
Calculation Agent shall request the principal
London offices of each of four major banks in the
London interbank market selected by the
Calculation Agent (after consultation with the
Company) to provide a quotation of the rate (the
"Rate Quotation") at which three month deposits in
amounts of not less than $1,000,000 are offered by
it to prime banks in the London interbank market,
as of approximately 11:00 a.m. on such Interest
Determination Date, that is representative of
single transactions at such time (the
"Representative Amounts"). If at least two Rate
Quotations are provided, the interest rate will be
the arithmetic mean of the Rate Quotations
obtained by the Calculation Agent, plus 0.65%.
(2) In the event no Reported Rate appears on
Telerate Page 3750 as of approximately 11:00 a.m.
London time on an Interest Determination Date and
there are fewer than two Rate Quotations, the
interest rate will be the arithmetic mean of the
rates quoted at approximately 11:00 a.m. New York
City time on such Interest Determination Date, by
three major banks in New York City selected by the
Calculation Agent (after consultation with the
Company), for loans in Representative Amounts in
U. S. dollars to leading European banks, having an
index maturity of three months for a period
commencing on the second London Business Day
immediately following such Interest Determination
Date, plus 0.65%; provided, however, that if fewer
than three banks selected by the Calculation Agent
are quoting such rates, the interest rate for the
applicable Interest Period will be the same as the
interest rate in effect for the immediately
preceding Interest Period.
(v) All or part of the Floating Rate Notes may be redeemed
prior to maturity on any interest payment date on or after
November 19, 2001 at the option of the Company, upon not
less than 30 nor more than 60 days' notice, at a redemption
price equal to the principal amount of the Floating Rate
Notes to be redeemed plus interest accrued to the 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 "Floating Rate Notes,
Series B, due 2002";
(viii) the form of the Notes shall be as set forth in
Paragraph 1, above;
(ix) see item (iv) above;
(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) see item (iv) above; and
(xix) not applicable.
3. You are hereby requested to authenticate $70,000,000
aggregate principal amount of Floating Rate Notes, Series B, due 2002,
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 November 10,
2000, 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 D. Chatas and Thomas G.
Berkemeyer, the Vice President 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,
KENTUCKY POWER COMPANY
By: /s/ A. A. PENA
-----------------------------------------
Vice President
And: /s/ Thomas G. Berkemeyer
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Assistant Secretary
Acknowledged by Trustee:
BANKERS TRUST COMPANY
By: /s/ Carol Ng
-------------------------------------------------
Vice President
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, 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. R1
KENTUCKY POWER COMPANY
Floating Rate Notes, Series B, due 2002
CUSIP: 491386 AJ 7 Original Issue Date: November 17, 2000
Stated Maturity: 11-19-2002
Principal Amount: $70,000,000
Redeemable: Yes ___ No ___
In Whole: Yes ___ No ___
In Part: Yes ___ No ___
KENTUCKY POWER COMPANY, a corporation duly organized and existing under
the laws of the Commonwealth of Kentucky (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 quarterly on the
nineteenth day of each February, May, August and November in each year,
commencing on February 19, 2001 at the per annum interest rate determined by the
Calculation Agent on each Interest Determination Date, as such terms are defined
herein, until the Principal Amount shall have been paid or duly provided for.
The amount of interest payable on any Interest Payment Date shall be computed on
the basis of the actual number of days for which interest is payable in the
relevant Interest Period, divided by 360.
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 fifteenth
calendar day before each Interest Payment Date (the "Regular Record Date")
provided that interest payable on the Stated Maturity 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 registered holder
on such Regular Record Date and shall be paid as provided in said Indenture.
If any Interest Payment Date (other than at the Stated Maturity) is not
a Business Day, then such Interest Payment Date shall be the next succeeding
Business Day, except that if such Business Day is in the next calendar month,
such Interest Payment Date shall be the immediately preceding Business Day. If
the Stated Maturity of the Floating Rate Notes falls on a day that is not a
Business Day, the payment of principal and interest will be made on the next
succeeding Business Day, and no interest shall accrue on such amounts for the
period from and after such Stated Maturity. The principal of 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) may be
made at the option of the Company by check mailed to the registered holder at
such address as shall appear in the Security Register or by wire transfer to the
account designated by the person entitled thereto.
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 September 1, 1997 duly executed and delivered between the Company
and Bankers Trust Company, 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 registered
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.
All or part of this Note may be redeemed prior to its maturity on any
interest payment date on or after November 19, 2001, at the option of the
Company, upon not less than 30 nor more than 60 days' notice, at a redemption
price equal to the principal amount of the Floating Rate Notes to be redeemed
plus interest accrued to the redemption date. The Note is not subject to the
benefits of any sinking fund.
This Note will bear interest at a per annum rate ("Interest Rate")
determined by the Calculation Agent, subject to the maximum interest rate
permitted by New York or other applicable state law, as such law may be modified
by United States law of general application. The Interest Rate for each Interest
Period will be equal to LIBOR on the Interest Determination Date for such
Interest Period plus 0.65%; provided, however, that in certain circumstances
described below, the Interest Rate will be determined without reference to
LIBOR. Promptly upon such determination, the Calculation Agent will notify the
Trustee for the Notes, if the Trustee is not then serving as the Calculation
Agent, of the Interest Rate for the new Interest Period. The Interest Rate
determined by the Calculation Agent, absent manifest error, shall be binding and
conclusive upon the beneficial owners and holders of this Note, the Company and
the Trustee for the Notes.
Interest on this Note will accrue from and including the Original Issue
Date specified above to, but excluding, February 19, 2001, and thereafter, from
and including each Interest Payment Date to, but excluding, the next succeeding
Interest Payment Date or Stated Maturity, as the case may be.
If the following circumstances exist on any Interest Determination
Date, the Calculation Agent shall determine the interest rate for the notes as
follows:
(1) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination Date, the
Calculation Agent shall request the principal London offices of each of four
major banks in the London interbank market selected by the Calculation Agent
(after consultation with the Company) to provide a quotation of the rate (the
"Rate Quotation") at which three month deposits in amounts of not less than
$1,000,000 are offered by it to prime banks in the London interbank market, as
of approximately 11:00 a.m. on such Interest Determination Date, that is
representative of single transactions at such time (the "Representative
Amounts"). If at least two Rate Quotations are provided, the interest rate will
be the arithmetic mean of the Rate Quotations obtained by the Calculation Agent,
plus 0.65%.
(2) In the event no Reported Rate appears on Telerate Page 3750 as of
approximately 11:00 a.m. London time on an Interest Determination Date and there
are fewer than two Rate Quotations, the interest rate will be the arithmetic
mean of the rates quoted at approximately 11:00 a.m. New York City time on such
Interest Determination Date, by three major banks in New York City selected by
the Calculation Agent (after consultation with the Company), for loans in
Representative Amounts in U. S. dollars to leading European banks, having an
index maturity of three months for a period commencing on the second London
Business Day immediately following such Interest Determination Date, plus 0.65%;
provided, however, that if fewer than three banks selected by the Calculation
Agent are quoting such rates, the interest rate for the applicable Interest
Period will be the same as the interest rate in effect for the immediately
preceding Interest Period.
"Business Day" means, with respect to this Note, 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.
"Calculation Agent" means Bankers Trust Company, or its successor
appointed by the Company, acting as calculation agent.
"Interest Determination Date" means the second London Business Day
immediately preceding the first day of the relevant Interest Period.
"Interest Period" means the period commencing on an Interest Payment
Date (or commencing on the Original Issue Date, if no interest has been paid or
duly made available for payment since that date) and ending on the day before
the next succeeding Interest Payment Date.
"LIBOR" for any Interest Determination Date will be the offered rate
for deposits in U. S. dollars having an index maturity of three months for a
period commencing on the second London Business Day immediately following the
Interest Determination Date in amounts of not less than $1,000,000, as such rate
appears on Telerate Page 3750 or a successor reporter of such rates selected by
the Calculation Agent and acceptable to the Company, at approximately 11:00 a.m.
London time on the Interest Determination Date (the "Reported Rate").
"London Business Day" means a day other than a Saturday or Sunday that
is not a day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to be closed and a day on which dealings
in deposits in U. S. dollars are transacted, or with respect to any future date
are expected to be transacted, in the London interbank market.
"Telerate Page 3750" means the display designated on page 3750 on Dow
Jones Markets Limited (or such other page as may replace the 3750 page on that
service or such other service as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank offered rates for U.
S. dollar deposits).
Upon request, the Calculation Agent will provide the current interest
rate and, if determined, the interest rate which will become effective for the
next Interest Period.
All percentages resulting from any calculation of the Interest Rate
will be rounded, if necessary, to the nearest one-hundred thousandth of a
percentage point, with five one-millionths of a percentage point rounded
upwards, and all dollar amounts used in or resulting from such calculation will
be rounded to the nearest cent (with one-half cent being rounded upwards).
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 registered 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 registered 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 registered holder of each Note then outstanding and
affected; (ii) reduce the aforesaid percentage of Notes, the registered holders
of which are required to consent to any such supplemental indenture, or reduce
the percentage of Notes, the registered holders of which are required to waive
any default and its consequences, without the consent of the registered 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
registered holder of each Note then outstanding and affected thereby. The
Indenture also contains provisions permitting the registered holders of a
majority in aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the registered 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 registered holder and upon all future registered 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
Security 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 Security 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 Security 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 Security 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 registered
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 Instrument to be
executed.
KENTUCKY POWER COMPANY
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: November 17, 2000
BANKERS TRUST COMPANY
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").