Exhibit 4(c)
June 27, 2000
Company Order and Officers' Certificate
Floating Rate Notes, Series A, due 2001
The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Administration
Ladies and Gentlemen:
Pursuant to Article Two of the Indenture, dated as of January 1, 1998 (as it may
be amended or supplemented, the "Indenture"), from Appalachian Power Company
(the "Company") to The Bank of New York, as trustee (the "Trustee"), and the
Board Resolutions dated January 26, 2000, 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 A, due 2001 (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
$75,000,000, 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 June 27, 2001 ("Stated Maturity");
(iii)interest on the Notes shall be payable on March 27, June 27,
September 27 and December 27 of each year (each, an "Interest Payment
Date"), commencing on September 27, 2000 and shall accrue from and
including the date of authentication of the Notes to, but excluding
September 27, 2000, 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 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 .50%;
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 .50%.
(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 .50%; 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) the Notes shall not be redeemable prior to maturity;
(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
A, due 2001";
(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 $75,000,000 aggregate
principal amount of Floating Rate Notes, Series A, due 2001, 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 June 21, 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 A. A. Pena and Thomas G. Berkemeyer, the
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,
APPALACHIAN POWER COMPANY
By: /s/ A. A. Pena
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Treasurer
And: /s/ Thomas G. Berkemeyer .
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Assistant Secretary
Acknowledged by Trustee:
THE BANK OF NEW YORK
By: /s/ Terence Rawlins .
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Vice President