Exhibit 24
SOUTHWESTERN ELECTRIC POWER COMPANY
I, Thomas G. Berkemeyer, Assistant Secretary of SOUTHWESTERN ELECTRIC
POWER COMPANY, HEREBY CERTIFY that the following constitutes a true and exact
copy of the resolutions duly adopted by the affirmative vote of a majority of
the Board of Directors of said Company at a meeting of said Board duly and
legally held on January 23, 2002, at which meeting a quorum of the Board of
Directors of said Company was present and voting throughout. I further certify
that said resolutions have not been altered, amended or rescinded, and that they
are presently in full force and effect.
GIVEN under my hand this 8th day of May, 2002.
/s/ Thomas G. Berkemeyer
Assistant Secretary
SOUTHWESTERN ELECTRIC POWER COMPANY
January 23, 2002
The Chairman outlined a proposed financing program through December
31, 2002 of the Company involving the issuance and sale, either at competitive
bidding, through a negotiated public offering with one or more agents or
underwriters or through private placement, of up to $250,000,000 (or its
equivalent in another currency or composite currency) aggregate principal amount
of debt securities comprised of unsecured promissory notes, in one or more new
series, each series to have a maturity of not more than 50 years ("Debt
Securities"). He then stated that, as an alternative to issuing Debt Securities,
the Company might enter into a term loan agreement or note purchase agreement
with one or more commercial banks, financial institutions or other institutional
investors, providing for the issuance of unsecured notes with a maturity in
excess of nine months in an aggregate principal amount of up to $250,000,000
("Term Notes").
The Chairman explained that it was proposed that the proceeds to be
received in connection with the proposed sale of Debt Securities and the Term
Notes would be added to the general funds of the Company and used to redeem
directly or indirectly long-term debt, to refund or repay directly or indirectly
preferred stock, to repay short-term debt at or prior to maturity, to reimburse
the Company's treasury for expenditures incurred in connection with its
construction program and for other corporate purposes.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proposed financing program of this Company,
as outlined at this meeting, be, and the same hereby is, in all
respects ratified, confirmed and approved; and further
RESOLVED, that the proper officers of this Company be, and they
hereby are, authorized to take all steps necessary, or in their
opinion desirable, to carry out the financing program outlined at
this meeting.
The Chairman stated that the Company has obtained authorization from
the Securities and Exchange Commission for the issuance of up to $300,000,000 of
Debt Securities through December 31, 2002. He then stated that it may be
necessary to file one or more Registration Statements pursuant to the applicable
provisions of the Securities Act of 1933, as amended, and to register or qualify
the securities to be sold pursuant to such financing program under the "blue
sky" laws of various jurisdictions.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that the proper officers of this Company be, and they
hereby are, authorized to execute and file with the Securities and
Exchange Commission ("SEC") on behalf of the Company one or more
Registration Statements pursuant to the applicable provisions of the
Securities Act of 1933, as amended; and further
RESOLVED, that it is desirable and in the best interest of the
Company that the Debt Securities be qualified or registered for sale
in various jurisdictions; that the Chairman of the Board, the
President, any Vice President, the Treasurer or any Assistant
Treasurer and the Secretary or an Assistant Secretary hereby are
authorized to determine the jurisdictions in which appropriate action
shall be taken to qualify or register for sale all or such part of
the Debt Securities of the Company as said officers may deem
advisable; that said officers are hereby authorized to perform on
behalf of the Company any and all such acts as they may deem
necessary or advisable in order to comply with the applicable laws of
any such jurisdictions, and in connection therewith to execute and
file all requisite papers and documents, including, but not limited
to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and the execution
by such officers of any such paper or document or the doing by them
of any act in connection with the foregoing matters shall
conclusively establish their authority therefor from the Company and
the approval and ratification by the Company of the papers and
documents so executed and the action so taken; and further
RESOLVED, that the proper officers of this Company be, and they
hereby are, authorized and directed to take any and all further
action in connection therewith, including the execution and filing of
such amendment or amendments, supplement or supplements and exhibit
or exhibits thereto as the officers of this Company may deem
necessary or desirable.
The Chairman indicated to the meeting that it may be desirable that
the Debt Securities be listed on the New York Stock Exchange and in connection
with any such application, to register the Debt Securities under the Securities
Exchange Act of 1934, as amended.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the officers of this Company be, and they hereby
are, authorized, in their discretion, to make one or more
applications, on behalf of this Company, to the New York Stock
Exchange for the listing of up to $250,000,000 aggregate principal
amount of Debt Securities; and further
RESOLVED, that Susan Tomasky, Armando A. Pena and Geoffrey S.
Chatas, or any one of them, be, and they hereby are, designated to
appear before the New York Stock Exchange with full authority to make
such changes in any such application or any agreements relating
thereto as may be necessary or advisable to conform with the
requirements for listing; and further
RESOLVED, that the proper officers be, and they hereby are,
authorized to execute and file, on behalf of this Company, one or
more applications for the registration of up to $250,000,000
aggregate principal amount of Debt Securities with the Securities and
Exchange Commission pursuant to the provisions of the Securities
Exchange Act of 1934, as amended, in such form as the officers of
this Company executing the same may determine; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or an Assistant Secretary be, and each of them hereby is,
authorized, in the event any said application for listing is made, to
execute and deliver on behalf of this Company an indemnity agreement
in such form, with such changes therein as the officers executing the
same may approve, their execution to be conclusive evidence of such
approval; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer be, and each
of them hereby is, authorized to take any other action and to execute
any other documents that in their judgment may be necessary or
desirable in connection with listing the Debt Securities on the New
York Stock Exchange.
The Chairman further stated that, in connection with the filing with
the SEC of one or more Registration Statements relating to the proposed issuance
and sale of up to $250,000,000 of Debt Securities, there was to be filed with
the SEC a Power of Attorney, dated January 23, 2002, executed by the officers
and directors of this Company appointing true and lawful attorneys to act in
connection with the filing of such Registration Statement(s) and any and all
amendments thereto.
Thereupon, on motion duly made and seconded, the following preambles
and resolutions were unanimously adopted:
WHEREAS, the Company proposes to file with the SEC one or more
Registration Statements for the registration pursuant to the
applicable provisions of the Securities Act of 1933, as amended, of
up to $250,000,000 aggregate principal amount of Debt Securities, in
one or more new series, each series to have a maturity of not less
than nine months and not more than 50 years; and
WHEREAS, in connection with said Registration Statement(s),
there is to be filed with the SEC a Power of Attorney, dated January
23, 2002, executed by certain of the officers and directors of this
Company appointing E. Linn Draper, Jr., Susan Tomasky, Armando A.
Pena and Geoffrey S. Chatas, or any one of them, their true and
lawful attorneys, with the powers and authority set forth in said
Power of Attorney;
NOW, THEREFORE, BE IT
RESOLVED, that each and every one of said officers and directors
be, and they hereby are, authorized to execute said Power of
Attorney; and further
RESOLVED, that any and all action hereafter taken by any of said
named attorneys under said Power of Attorney be, and the same hereby
is, ratified and confirmed and that said attorneys shall have all the
powers conferred upon them and each of them by said Power of
Attorney; and further
RESOLVED, that said Registration Statement(s) and any amendments
thereto, hereafter executed by any of said attorneys under said Power
of Attorney be, and the same hereby are, ratified and confirmed as
legally binding upon this Company to the same extent as if the same
were executed by each said officer and director of this Company
personally and not by any of said attorneys.
The Chairman advised the meeting that it was proposed to designate
independent counsel for the successful bidder or bidders and/or agents of the
Company for the new series of Debt Securities proposed to be issued and sold in
connection with the proposed financing program of the Company.
Thereupon, on motion duly made and seconded, it was
unanimously
RESOLVED, that Dewey Ballantine LLP be, and said firm hereby is,
designated as independent counsel for the successful bidder or
bidders and/or agents of the Company for the new series of Debt
Securities of this Company proposed to be issued and sold in
connection with the proposed financing program of this Company.
The Chairman stated that it may be desirable to enter into a treasury
hedge agreement, such as a treasury lock agreement, treasury put option or
interest rate collar agreement ("Treasury Hedge Agreement") to protect against
future interest rate movements in connection with the issuance of the Debt
Securities and Term Notes. He recommended that the Board authorize the
appropriate officers of the Company to enter into a Treasury Hedge Agreement,
provided that the amount covered by such Agreement would not exceed the
principal amount of Debt Securities and Term Notes the Company anticipates
offering and that the term of such Agreement will not exceed 90 days.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of this
Company be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, a Treasury Hedge
Agreement in such form as shall be approved by the officer executing
the same, such execution to be conclusive evidence of such approval,
provided that the amount covered by such Agreement would not exceed
the principal amount of Debt Securities and Term Notes the Company
anticipates offering and that the term of such Agreement will not
exceed 90 days; and further
RESOLVED, that the proper officers of the Company be, and they
hereby are, authorized to execute and deliver such other documents
and instruments, and to do such other acts and things, that in their
judgment may be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
The Chairman explained that the Company may issue and sell unsecured
notes ("Notes"), pursuant to a Selling Agency Agreement or an Underwriting
Agreement. He further noted that, in order to enable the Company to perform its
obligations under the Selling Agency Agreement or the Underwriting Agreement
approved at this meeting providing for the sale of up to $250,000,000 aggregate
principal amount of the Notes, it was necessary that the Board authorize the
execution and delivery of one or more Company Orders or Supplemental Indentures
to the Indenture, dated as of February 25, 2000, between the Company and The
Bank of New York, in such form as shall be approved by the officer executing the
same, such execution to be conclusive evidence of such approval. The terms of
each series of Notes will be established under a Company Order or a Supplemental
Indenture. The interest rate, maturity and certain other terms have not yet been
determined. The Chairman recommended that the Board authorize the appropriate
officers of the Company to determine the financial terms and conditions of the
Notes, including, without limitation, (i) the principal amount of the Notes to
be sold in each offering; (ii) the interest or method of determining the
interest on the Notes; (iii) the maturity (which shall not exceed 50 years from
the date of issuance) and redemption provisions of the Notes; and (iv) such
other terms and conditions as are contemplated or permitted by the Indenture, a
Company Order or a Supplemental Indenture. Any fixed interest rate applicable to
the Notes would not exceed by more than 300 basis points the yield to maturity
of United States Treasury obligations of comparable maturity at the time of
pricing of the Notes. Any initial fluctuating interest rate applicable to the
Notes would not exceed 10%.
Thereupon, it was, on motion duly made and seconded,
unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized to create up to $250,000,000 aggregate principal amount of
Notes to be issued under the Indenture and one or more Supplemental
Indentures or Company Orders, in such form as shall be approved by
the officer executing the same, such execution to be conclusive
evidence of such approval, and with such financial terms and
conditions as determined by appropriate officers of this Company,
pursuant to the Indenture and one or more Supplemental Indentures or
Company Orders, and with either a fixed rate of interest which shall
not exceed by more than 300 basis points the yield to maturity on
United States Treasury obligations of comparable maturity at the time
of pricing of the Notes or at an initial fluctuating rate of interest
which at the time of pricing would not exceed 10%, or at a
combination of such described fixed or fluctuating rates, and to
specify the maturity, redemption or tender provisions and other
terms, at the time of issuance thereof with the maturity not to
exceed 50 years; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer and the
Secretary or any Assistant Secretary be, and they hereby are,
authorized and directed to execute and deliver, on behalf of this
Company, one or more Supplemental Indentures or Company Orders,
specifying the designation, terms, redemption provisions and other
provisions of the Notes and providing for the creation of each series
of Notes, in such form as shall be approved by the officer executing
the same, such execution to be conclusive evidence of such approval;
that The Bank of New York is hereby requested to join in the
execution of any Supplemental Indenture or Company Order, as Trustee;
and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer be, and they
hereby are, authorized and directed to execute and deliver, on behalf
of this Company, to the extent not determined in a Supplemental
Indenture or Company Order, a certificate requesting the
authentication and delivery of any such Notes and establishing the
terms of any tranche of such series or specifying procedures for
doing so in accordance with the procedures established in the
Indenture; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President or the Treasurer and the Secretary or any Assistant
Secretary of this Company be, and they hereby are, authorized and
directed to execute in accordance with the provisions of the
Indenture (the signatures of such officers to be effected either
manually or by facsimile, in which case such facsimile is hereby
adopted as the signature of such officer thereon), and to deliver to
The Bank of New York, as Trustee under the Indenture, the Notes in
the aggregate principal amount of up to $250,000,000 as definitive
fully registered bonds without coupons in such denominations as may
be permitted under the Indenture; and further
RESOLVED, that if any authorized officer of this Company who
signs, or whose facsimile signature appears upon, any of the Notes
ceases to be such an officer prior to their issuance, the Notes so
signed or bearing such facsimile signature shall nevertheless be
valid; and further
RESOLVED, that, subject as aforesaid, The Bank of New York, as
such Trustee, be, and it hereby is, requested to authenticate, by the
manual signature of an authorized officer of such Trustee, the Notes
and to deliver the same from time to time in accordance with the
written order of this Company signed in the name of this Company by
its Chairman, President, any Vice President, the Treasurer or any
Assistant Treasurer; and further
RESOLVED, that Thomas G. Berkemeyer of Hilliard,
Ohio, Ann B. Graf of Columbus, Ohio, David C. House of
Columbus, Ohio, William E. Johnson of Gahanna, Ohio and
Kevin R. Fease of Pickerington, Ohio, attorneys and
employees of American Electric Power Service
Corporation, an affiliate of this Company, be, and each
of them hereby is, appointed Counsel to render any
Opinion of Counsel required by the Indenture in
connection with the authentication and delivery of the
Notes; and further
RESOLVED, that the office of The Bank of New York, at 5 Penn
Plaza, in the Borough of Manhattan, The City of New York, be, and it
hereby is, designated as the office or agency of this Company, in
accordance with the Indenture, for the payment of the principal of
and the interest on the Notes, for the registration, transfer and
exchange of Notes and for notices or demands to be served on the
Company with respect to the Notes; and further
RESOLVED, that said The Bank of New York, be, and it hereby is,
appointed the withholding agent and attorney of this Company for the
purpose of withholding any and all taxes required to be withheld by
the Company under the Federal revenue acts from time to time in force
and the Treasury Department regulations pertaining thereto, from
interest paid from time to time on the Notes, and is hereby
authorized and directed to make any and all payments and reports and
to file any and all returns and accompanying certificates with the
Federal Government which it may be permitted or required to make or
file as such agent under any such revenue act and/or Treasury
Department regulation pertaining thereto; and further
RESOLVED, that the officers of this Company be, and they hereby
are, authorized and directed to effect transfers and exchanges of the
Notes, pursuant to the Indenture without charging a sum for any Note
issued upon any such transfer or exchange other than a charge in
connection with each such transfer or exchange sufficient to cover
any tax or other governmental charge in relation thereto; and further
RESOLVED, that The Bank of New York be, and it hereby is,
appointed as Note Registrar in accordance with the Indenture; and
further
RESOLVED, that the officers of the Company be, and they hereby
are, authorized and directed to execute such instruments and papers
and to do any and all acts as to them may seem necessary or desirable
to carry out the purposes of the foregoing resolutions.
The Chairman then stated that one or more insurance companies may
insure the payment of principal and interest on certain types of Debt Securities
as such payments become due pursuant to a financial guaranty insurance policy
("Insurance Policy"). In this connection, the Company proposes to enter into one
or more Insurance Agreements, in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such approval.
Thereupon, after discussion, on motion duly made and
seconded, it was unanimously
RESOLVED, that the proper officers of the Company be, and they
hereby are, authorized to execute and deliver on behalf of the
Company one or more Insurance Agreements with an insurance company of
their choice, in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such
approval; and further
RESOLVED, that the proper officers of the Company be, and they
hereby are, authorized on behalf of the Company to take such further
action and do all other things that any one of them shall deem
necessary or appropriate in connection with, the Insurance Policy and
the Insurance Agreement.
The Chairman further stated that it would be desirable to authorize
the proper officers of the Company on behalf of the Company, to enter into one
or more term loan or note purchase agreements, in such form as shall be approved
by the officer executing the same, such execution to be conclusive evidence of
such approval ("Term Loan Agreement"), with one or more as yet unspecified
commercial banks, financial institutions or other institutional investors, which
would provide for the Company to borrow up to $250,000,000. Such borrowings
would be evidenced by an unsecured promissory note or notes ("Term Note") of the
Company maturing not less than nine months nor more than 30 years after the date
thereof, bearing interest to maturity at either a fixed rate, floating rate, or
combination thereof. Any fixed interest rate of the Term Note will not exceed by
more than 300 basis points the yield to maturity of United States Treasury
obligations that mature on or about the date of maturity of the Term Note. Any
fluctuating rate will not be greater than 200 basis points above the rate of
interest announced publicly by the lending bank from time to time as its base or
prime rate, but in no event will the initial fluctuating rate of interest exceed
10%.
Thereupon, upon motion duly made and seconded, it was
unanimously
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of this
Company be, and each of them hereby is, authorized to execute and
deliver in the name and on behalf of this Company, one or more Term
Loan Agreements in such form as shall be approved by the officer
executing the same, such execution to be conclusive evidence of such
approval, at either a fixed rate of interest which shall not exceed
by more than 300 basis points the yield to maturity of United States
Treasury obligations that mature on or about the maturity date of the
Term Note issued thereunder, or a fluctuating rate of interest which
shall not be greater than 200 basis points above the rate of interest
announced publicly by the lending bank from time to time as its base
or prime rate, but in no event will such initial fluctuation rate of
interest exceed 10%, or at a combination of such described fixed or
fluctuating rates; and further
RESOLVED, that the Chairman of the Board, the President, any
Vice President, the Treasurer or any Assistant Treasurer of this
Company be, and each of them hereby is, authorized, in the name and
on behalf of this Company, to borrow from one or more commercial
banks, financial institutions or other institutional investors, up to
$250,000,000, upon the terms and subject to the conditions of the
Term Loan Agreement as executed and delivered; and in connection
therewith, to execute and deliver a promissory note, with such
insertions therein and changes thereto consistent with such Term Loan
Agreement as shall be approved by the officer executing the same,
such execution to be conclusive evidence of such approval; and
further
RESOLVED, that the proper officers of this Company be, and they
hereby are, authorized to execute and deliver such other documents
and instruments, and to do such other acts and things, that in their
judgment may be necessary or desirable in connection with the
transactions authorized in the foregoing resolutions.
SOUTHWESTERN ELECTRIC POWER COMPANY
POWER OF ATTORNEY
Each of the undersigned directors or officers of SOUTHWESTERN
ELECTRIC POWER COMPANY, a Delaware corporation, which is to file with the
Securities and Exchange Commission, Washington, D.C. 20549, under the provisions
of the Securities Act of 1933, as amended, one or more Registration Statements
for the registration thereunder of up to $250,000,000 aggregate principal amount
of its Debt Securities comprising unsecured promissory notes in one or more new
series, each series to have a maturity not exceeding 50 years, does hereby
appoint E. LINN DRAPER, JR., SUSAN TOMASKY, ARMANDO A. PENA and GEOFFREY S.
CHATAS his true and lawful attorneys, and each of them his true and lawful
attorney, with power to act without the others, and with full power of
substitution or resubstitution, to execute for him and in his name said
Registration Statement(s) and any and all amendments thereto, whether said
amendments add to, delete from or otherwise alter the Registration Statement(s)
or the related Prospectus(es) included therein, or add or withdraw any exhibits
or schedules to be filed therewith and any and all instruments necessary or
incidental in connection therewith, hereby granting unto said attorneys and each
of them full power and authority to do and perform in the name and on behalf of
each of the undersigned, and in any and all capacities, every act and thing
whatsoever required or necessary to be done in and about the premises, as fully
and to all intents and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of said attorneys and each of
them.
IN WITNESS WHEREOF the undersigned have hereunto set their hands and
seals this 23rd day of January, 2002.
/s/ E. Linn Draper, Jr._____ /s/ Thomas V. Shockley, III_
E. Linn Draper, Jr. L.S. Thomas V. Shockley, III L.S.
/s/ Henry W. Fayne__________ /s/ Susan Tomasky___________
Henry W. Fayne L.S. Susan Tomasky L.S.
/s/ Armando A. Pena_________ /s/ J. H. Vipperman_________
Armando A. Pena L.S. J. H. Vipperman L.S.
/s/ Robert P. Powers________
Robert P. Powers L.S.