Exhibit 4(d)
May 22, 2000
Company Order and Officers' Certificate
Floating Rate Notes, Series A, due 2001
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 October 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 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 May 16, 2001 ("Stated Maturity");
(iii) interest on the Notes shall be payable on February 16, May
16, August 16 and November 16of each year (each, an "Interest
Payment Date"), commencing on August 16, 2000 and shall accrue
from and including the date of authentication of the Notes to,
but excluding August 16, 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 the 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 the 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 May 16,
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,
OHIO POWER COMPANY
By: /s/ A. A. Pena
Treasurer
And: /s/ T. G. Berkemeyer
Assistant Secretary
Acknowledged by Trustee:
BANKERS TRUST COMPANY
By: /s/ Carol Ng
Vice President