Exhibit 4(c)
May 20, 1999
Company Order and Officers' Certificate
Senior Notes, Series C
The Bank of New York, as Trustee
101 Barclay Street
New York, New York 10286
Attn: Corporate Trust Division
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
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 Senior Notes, Series C, Due 2009
(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 $150,000,000, 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 May 1, 2009;
(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 May 1
and November 1, and the Regular Record Date for the
determination of holders to whom interest is payable on
any such Interest Payment Date shall be the April 15 or
October 15 preceding the relevant Interest Payment
Date; provided that 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 6.60% 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 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.
(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 "Senior Notes,
Series C, Due 2009";
(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
$150,000,000 aggregate principal amount of 6.60% Senior
Notes, Series C, Due 2009, 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 May 14, 1999, 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 Armando 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_____________
Treasurer
And:/s/ Thomas G. Berkemeyer__
Assistant Secretary
Acknowledged by Trustee:
By:/s/ Michael Culhane________
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
APPALACHIAN POWER COMPANY
6.60% Senior Notes, Series C, due 2009
CUSIP: 037735 BM8 Original Issue
Date: May 20, 1999
Stated Maturity: 05-01-2009 Interest Rate:
6.60%
Principal Amount: $150,000,000
Redeemable: Yes No
In Whole: Yes No
In Part: Yes No
APPALACHIAN POWER COMPANY, a corporation duly organized and
existing under the laws of the Commonwealth of Virginia (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 May 1 and November 1 in
each year, commencing with the Interest Payment Date next
succeeding the Original Issue Date specified above, 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 April 15 or October 15 (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 January 1,
1998 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 Instrument
to be executed.
Dated May 20, 1999
APPALACHIAN 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:_______________
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)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE) the within Note and all rights thereunder, hereby
________________________________________________________________
irrevocably constituting and appointing such person attorney to
________________________________________________________________
transfer such Note on the books of the Issuer, with full
________________________________________________________________
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").