Exhibit 4(b)
June 9, 1999
Company Order and Officers' Certificate
Senior Notes, Series B
Bankers Trust Company, as Trustee
Four Albany Street
New York, New York 10006
Attn: Corporate Trust Division
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 Ohio Power Company (the
"Company") to Bankers Trust Company, as trustee (the "Trustee"), and the Board
Resolutions dated July 22, 1998, 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 B, Due 2004 (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(i) of the
Indenture;
(ii) the date on which the principal of the Notes shall be payable
shall be July 1, 2004;
(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 January 1 and July 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 December 15 or June 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 6.75% 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 15 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 B, Due
2004";
(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 $100,000,000 aggregate
principal amount of 6.75% Senior Notes, Series B, Due 2004, 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 3, 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,
OHIO POWER COMPANY
By:/s/ A. A. Pena_____________
Treasurer
And:/s/ Thomas G. Berkemeyer__
Assistant Secretary
Acknowledged by Trustee:
By:/s/ Vincent Chorney________
Authorized Signatory