Exhibit 4(d)
November 22, 2002
Company Order and Officers' Certificate
6.375% Senior Notes, Series E, due 2012
The Bank of New York, as Trustee
101 Barclay St. - 8W
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 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 6.375% Senior Notes, Series E, due 2012 (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
$100,000,000, except as contemplated in Section 2.01 of the
Indenture;
(ii) the date on which the principal of the Notes shall be payable
shall be November 1, 2012;
(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 the first
Interest Payment Date shall be May 1, 2003 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 6.375% 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 "6.375% Senior Notes, Series E,
due 2012";
(viii)the form of the Notes shall be as set forth in Paragraph 1,
above;
(ix) not applicable;
(x) the Notes may 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) Limitations on Liens:
So long as any of the Notes are outstanding, the Company will not create
or suffer to be created or to exist any additional mortgage, pledge, security
interest, or other lien (collectively "Liens") on any of the Company's utility
properties or tangible assets now owned or hereafter acquired to secure any
indebtedness for borrowed money ("Secured Debt"), without providing that such
senior notes will be similarly secured. This restriction does not apply to the
Company's subsidiaries nor will it prevent any of them from creating or
permitting to exist Liens on their property or assets to secure any Secured
Debt. Further, this restriction on Secured Debt does not apply to the Company's
existing first mortgage bonds that have previously been issued under its
mortgage indenture or any indenture supplemental thereto; provided that this
restriction will apply to future issuances thereunder (other than issuances of
refunding first mortgage bonds). In addition, this restriction does not prevent
the creation or existence of:
o Liens on property existing at the time of acquisition or construction of
such property (or created within one year after completion of such acquisition
or construction), whether by purchase, merger, construction or otherwise, or
to secure the payment of all or any part of the purchase price or construction
cost thereof, including the extension of any Liens to repairs, renewals,
replacements substitutions, betterments, additions, extensions and
improvements then or thereafter made on the property subject thereto;
o Financing of the Company's accounts receivable for electric service;
o Any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of liens permitted by the
foregoing clauses; and
o The pledge of any bonds or other securities at any time issued under any of
the Secured Debt permitted by the above clauses.
In addition to the permitted issuances above, Secured Debt not otherwise
so permitted may be issued in an amount that does not exceed 15% of Net Tangible
Assets as defined below.
"Net Tangible Assets" means the total of all assets (including
revaluations thereof as a result of commercial appraisals, price level
restatement or otherwise) appearing on the Company's balance sheet, net of
applicable reserves and deductions, but excluding goodwill, trade names,
trademarks, patents, unamortized debt discount and all other like intangible
assets (which term shall not be construed to include such revaluations), less
the aggregate of the Company's current liabilities appearing on such balance
sheet.
This restriction also will not apply to or prevent the creation or
existence of leases (operating or capital) made, or existing on property
acquired, in the ordinary course of business.
3. You are hereby requested to authenticate $100,000,000 aggregate
principal amount of 6.375% Senior Notes, Series E, due 2012, 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 20, 2002, 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: /s/ Armando A. Pena__________
Treasurer
And /s/ Thomas G. Berkemeyer_____
Assistant Secretary
Acknowledged by Trustee:
By:_/s/ Joseph A. Lloret________
Authorized Signatory