Exhibit 4(c)
August 31, 2000
Company Order and Officers' Certificate
Floating Rate Notes, Series B, due 2002
The Bank of New York
Attn: Corporate Trust Division
101 Barclay Street, 21 West
New York, New York 10286
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 August 25, 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
$200,000,000, 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 September 3, 2002;
(iii) interest on the Notes shall be payable quarterly on March 3,
June 3, September 3 and December 3 of each year (each, an "Interest
Payment Date"), commencing on December 3, 2000 and shall accrue from
and including the date of authentication of the Notes to, but
excluding December 3, 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 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 0.625%; 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 0.625%.
(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 0.625%; 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 September 3, 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 $200,000,000 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 August 24, 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 Henry W. Fayne 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,
INDIANA MICHIGAN POWER COMPANY
By: /s/ Henry W. Fayne
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Vice President
And: /s/ Thomas G. Berkemeyer
---------------------------------
Assistant Secretary
Acknowledged by Trustee:
THE BANK OF NEW YORK
By: /s/ Stephen J. Giurlando
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Vice President