EXHIBIT 4(d)
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OHIO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AS TRUSTEE
SECOND SUPPLEMENTAL INDENTURE
DATED JULY 11, 2003
$225,000,000
6.375% SENIOR NOTES, SERIES I, DUE 2033
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THIS SECOND SUPPLEMENTAL INDENTURE is made the 11th day of July, 2003,
between OHIO POWER COMPANY, a corporation duly organized and existing under the
laws of the state of Ohio (herein called the "Company"), having its principal
office at ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and Deutsche Bank Trust
Company Americas (formerly Bankers Trust Company), a national banking
association, duly organized and existing under the laws of the United States,
having its principal corporate trust office at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, as Trustee (herein called the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company has heretofore entered into an Indenture, dated as of
September 1, 1997 (the "Original Indenture"), with the Trustee; and
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Second Supplemental
Indenture, is herein called the "Indenture"; and
WHEREAS, under the Original Indenture, a new series of unsecured notes (the
"Senior Notes") may at any time be established by the Board of Directors of the
Company in accordance with the provisions of the Original Indenture and the
terms of such series may be described by a supplemental indenture executed by
the Company and the Trustee; and
WHEREAS, the Company proposes to create under the Indenture a series of
Senior Notes to be designated the "6.375% Senior Notes, Series I, due 2033" (the
"Series I Notes"), the form and substance of the Series I Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Original
Indenture and this Second Supplemental Indenture; and
WHEREAS, concurrently with the issuance of the Series I Notes, the Company
proposes to create under the Indenture a series of Senior Notes to be designated
the "4.85% Senior Notes Series H, due 2014" (the "Series H Notes"), the form and
substance of the Series H Notes and the terms, provisions and conditions thereof
to be set forth as provided in the Original Indenture and the First Supplemental
Indenture; and
WHEREAS, additional Senior Notes of other Series hereafter established,
except as may be limited in the Original Indenture as at the time supplemented
and modified, may be issued from time to time pursuant to the Original Indenture
as at the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Second Supplemental Indenture and to make it a valid and binding
obligation of the Company have been done or performed;
NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Additional Definitions
SECTION 1.01. Definitions
The following defined terms used herein shall, unless the context otherwise
requires, have the meanings specified below. Capitalized terms used herein for
which no definition is provided herein shall have the meanings set forth in the
Original Indenture.
"Company" means Ohio Power Company, an Ohio corporation and also includes
the Ohio Power Company's successors and permitted assigns.
"Closing Date" shall mean July 11, 2003, the initial date of delivery of
the Senior Notes from the Company to the Underwriters.
"Legal Separation" shall mean the transfer of the Company's Transmission
and Distribution Business to Ohio Wires.
"Ohio Wires" shall mean Ohio Wires LLC, a to-be-formed Ohio company and the
affiliate company to which the Company may transfer its Transmission and
Distribution Business.
"Ohio Wires Exchange Offer" shall mean the offer by Ohio Wires, upon Legal
Separation, to the holders to exchange all of the Senior Notes held by each such
holder for a like amount of Ohio Wires Notes.
"Ohio Wires Notes" shall mean notes of Ohio Wires which are identical in
all material respects to the Senior Notes and are registered under the
Securities Act.
"Ohio Wires Registration" shall mean a registration under the Securities
Act effected pursuant to the section entitled `Legal Separation' hereof.
"Ohio Wires Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) of Ohio Wires as provided in the section entitled `Legal Separation'
hereof and all amendments and supplements to such registration, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.
"Series I Initial Redemption Date" shall mean July 15, 2013.
"Transmission and Distribution Business" means the transmission and
distribution assets of the Company.
ARTICLE II
Series I Notes
SECTION 2.01. Establishment
The Series I Notes shall be designated as the Company's "6.375% Senior
Notes, Series I, due 2033".
SECTION 2.02. Aggregate Principal Amount
The Trustee shall authenticate and deliver Series I Notes for original
issue on the Original Issue Date in the aggregate principal amount of
$225,000,000 upon a Company Order for authentication and delivery thereof and
satisfaction of Section 2.01 of the Original Indenture. The aggregate principal
amount of the Series I Notes shall be initially limited to $225,000,000 and
shall be subject to Periodic Offerings pursuant to Article Two of the Original
Indenture. All Series I Notes need not be issued at the same time and such
series may be reopened at any time, without the consent of any Holder, for
issuances of additional Series I Notes. Any such additional Series I Notes will
have the same interest rate, maturity and other terms as those initially issued.
The Series I Notes shall be issued in definitive fully registered form.
SECTION 2.03. Maturity and Interest
(i) The Series I Notes shall mature on, and the date on which the
principal of the Series I Notes shall be payable (unless earlier
redeemed) shall be July 15, 2033;
(ii) The interest rate at which the Series I Notes shall bear interest
shall be 6.375% per annum; provided, however, that a special interest
premium shall accrue on the Series I Notes under certain circumstances
as provided in clause (iii) below; interest shall accrue from the date
of authentication of the Series I Notes; the Interest Payment Dates on
which such interest will be payable shall be January 15 and July 15,
and the Regular Record Date for the determination of holders to whom
interest is payable on any such Interest Payment Date shall be the
January 1 or July 1 preceding the relevant Interest Payment Date;
provided that the first Interest Payment Date shall be January 15,
2004 and interest payable on the Stated Maturity or any redemption
date shall be paid to the Person to whom principal shall be paid; each
payment of interest shall include interest accrued through the day
before the Interest Payment Date;
(iii)Special interest premium shall accrue on the Series I Notes over and
above the interest rate set forth herein in accordance with Section
2.08.
SECTION 2.04. Optional Redemption
The Series I Notes shall be redeemable at the option of the Company, in
whole or in part at any time, upon not less than thirty but not more than sixty
days' prior notice given by mail to the registered owners of the Notes (i) prior
to the Series I Initial Redemption Date at a redemption price equal to the
greater of (1) 100% of the principal amount of the Series I Notes being redeemed
and (2) the sum of the present values of the remaining scheduled payments of
principal and interest on the Series I Notes being redeemed to the Series I
Initial Redemption Date (for purposes of this calculation, the remaining
scheduled payment of principal is deemed payable on the Series I Initial
Redemption Date and the remaining scheduled payments of interest are those
interest payments payable on or before the Series I Initial Redemption Date)
(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 and (ii) at any
time on or after the Series I Initial Redemption Date, prior to maturity, at a
redemption price of 100% of the principal amount of the Series I Notes being
redeemed, 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 Series I Notes to the Series I
Initial Redemption Date 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 Series I 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 as 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 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.
SECTION 2.05. Limitation on Secured Debt
So long as any of the Series I 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 utility
properties or tangible assets now owned or hereafter acquired to secure any
indebtedness for borrowed money ("Secured Debt"), without providing that such
Series I Notes will be similarly secured. 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:
(i) 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;
(ii) Financing of the Company's accounts receivable for electric service;
(iii)Any extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of Liens permitted by
the foregoing clauses; and
(iv) 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.
SECTION 2.06. Global Securities and Certificated Securities
The Series I Notes shall be issued in the form of a Global Note in
definitive, fully registered form. The Depositary for the Global Note shall be
the Depository Trust Company. The procedures with respect to transfer and
exchange of Global Notes shall be as set forth in the form of Note attached
hereto.
SECTION 2.07. Form of Securities
The Global Note shall be substantially in the form attached as Exhibit A
thereto.
SECTION 2.08. Exchange of Senior Notes upon Legal Separation
If Legal Separation occurs, Ohio Wires will be obligated to file the Ohio
Wires Registration Statement and to effect the Ohio Wires Exchange Offer,
offering each holder of the Series I Notes the election to (i) retain its Series
I Notes or (ii) exchange its Series I Notes for Ohio Wires Notes.
If a holder of a Series I Note fails to elect to retain such note, unless
otherwise required by law, such Holder will be deemed to have exercised his
option to exchange such note for an Ohio Wires Note.
In the case of an Ohio Wires Exchange Offer as set forth above, Ohio Wires
will be subject, notwithstanding any other provision hereof, with respect to
timing, to the requirement that it consummate the Ohio Wires Exchange Offer
within 150 days from the date of Legal Separation. If Ohio Wires fails to
consummate the Ohio Wires Exchange Offer within such 150 days, special interest
premium will accrue on the Senior Notes at the rate of 0.50% per annum until the
Ohio Wires Exchange Offer is consummated.
The transfer of all or substantially all of the Company's Transmission and
Distribution Business shall not constitute a Default or an Event of Default with
respect to the Series I Notes nor, for purposes of the Series I Notes, shall it
be deemed a sale or transfer of all or substantially all of the Company's assets
for purposes of the Indenture. Additionally, such transfer shall not alter the
terms of the Series I Notes, and the Series I Notes shall continue to be
governed by the Indenture.
SECTION 2.09. Consolidation, Merger or Sale
Subject to Sections 2.08 and 3.04, the Company, or the successor to the
Series I Notes, as the case may be, may merge or consolidate with any
corporation or sell substantially all of its assets as an entirety as long as
the successor or purchaser expressly assumes the payment of principal, and
premium, if any, and interest on the Series I Notes or the Ohio Wires Notes, as
the case may be.
ARTICLE III
Miscellaneous Provisions
SECTION 3.01. Recitals by Company
The recitals in this Second Supplemental Indenture are made by the Company
only and not by the Trustee, and all of the provisions contained in the Original
Indenture in respect of the rights, privileges, immunities, powers and duties of
the Trustee shall be applicable in respect of Series I Notes and of this Second
Supplemental Indenture as fully and with like effect as if set forth herein in
full.
SECTION 3.02. Ratification and Incorporation of Original Indenture
As supplemented hereby, the Original Indenture is in all respects ratified
and confirmed, and the Original Indenture and this Second Supplemental Indenture
shall be read, taken and construed as one and the same instrument.
SECTION 3.03. Executed in Counterparts
This Second Supplemental Indenture may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
SECTION 3.04. Applicability of Section 4.05 and Article Ten of Original
Indenture
(a) As long as the Series I Notes are outstanding, Section 4.05 and
Article Ten of the Original Indenture shall be applicable
thereto; provided, however, that the transfer of all or
substantially all of the Company's Transmission and Distribution
Business (whether or not the Transmission and Distribution
Business constitutes "substantially all" of the Company's total
assets) to Ohio Wires shall not be subject to Section 4.05 and
Article Ten of the Original Indenture. Furthermore, any transfer
of any portion of the Company's assets will not be subject to
Section 4.05 or Article Ten of the Original Indenture if the
Company retains all or substantially all of its Transmission and
Distribution Business.
(b) To the extent the Transmission and Distribution Business is
transferred to Ohio Wires, holders of Series I Notes shall be
given the option to either (i) retain their Series I Notes or
(ii) exchange their Series I Notes for Ohio Wires Notes pursuant
to the Ohio Wires Exchange Offer. If any holder fails to elect to
retain its Series I Notes, unless otherwise required by law, such
holder will be deemed to have exercised its option to exchange
its Senior Notes for Ohio Wires Notes.
IN WITNESS WHEREOF, each party hereto has caused this instrument to be
signed in its name and behalf by its duly authorized signatories, all as of the
day and year first above written. OHIO POWER COMPANY
By /s/ ▇. ▇. ▇▇▇▇
Vice President
Attest:
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Assistant Secretary
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
Attest:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇
Authorized Signer
Unless this certificate is presented by an authorized representative of The
Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or
its agent for registration of transfer, exchange or payment, and any certificate
to be issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein. Except as otherwise provided
in Section 2.11 of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.
No. R1
OHIO POWER COMPANY
6.375% Senior Notes, Series I, due 2033
CUSIP: 677415 CJ 8 Original Issue Date: July 11, 2003
Stated Maturity: July 15, 2033 Interest Rate: 6.375%
Principal Amount: $225,000,000
Redeemable: Yes No
In Whole: Yes No
In Part: Yes No
OHIO POWER COMPANY, a corporation duly organized and existing under the
laws of the State of Ohio (herein referred to as the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to CEDE & CO. or registered assigns,
the Principal Amount specified above on the Stated Maturity specified above, and
to pay interest on said Principal Amount from the Original Issue Date specified
above or from the most recent interest payment date (each such date, an
"Interest Payment Date") to which interest has been paid or duly provided for,
semi-annually in arrears on January 15 and July 15 in each year, commencing on
January 15, 2004, at the Interest Rate per annum specified above, until the
Principal Amount shall have been paid or duly provided for. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date, as provided in the Indenture, as hereinafter defined,
shall be paid to the Person in whose name this Note (or one or more Predecessor
Securities) shall have been registered at the close of business on the Regular
Record Date with respect to such Interest Payment Date, which shall be the
January 1 or July 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date, provided that interest payable
on the Stated Maturity or any redemption date shall be paid to the Person to
whom principal is paid. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and shall be paid as provided in said Indenture.
If any Interest Payment Date, any redemption date or Stated Maturity is
not a Business Day, then payment of the amounts due on this Note on such date
will be made on the next succeeding Business Day, and no interest shall accrue
on such amounts for the period from and after such Interest Payment Date,
redemption date or Stated Maturity, as the case may be, with the same force and
effect as if made on such date. The principal of (and premium, if any) and the
interest on this Note shall be payable at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, the City of New York,
New York, in any coin or currency of the United States of America which at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest (other than interest payable on the
Stated Maturity or any redemption date) may be made at the option of the Company
by check mailed to the registered holder at such address as shall appear in the
Security Register.
This Note is one of a duly authorized series of Notes of the Company
(herein sometimes referred to as the "Notes"), specified in the Indenture, all
issued or to be issued in one or more series under and pursuant to an Indenture
dated as of September 1, 1997 duly executed and delivered between the Company
and Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), a
corporation organized and existing under the laws of the State of New York, as
Trustee (herein referred to as the "Trustee") (such Indenture, as originally
executed and delivered and as thereafter supplemented and amended being
hereinafter referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto or Company Orders reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Notes.
By the terms of the Indenture, the Notes are issuable in series which may vary
as to amount, date of maturity, rate of interest and in other respects as in the
Indenture provided. This Note is one of the series of Notes designated on the
face hereof.
This Note may be redeemed by the Company at its option, in whole or in
part at any time, upon not less than thirty but not more than sixty days' prior
notice given by mail to the registered owners of the Notes (i) prior to July 15,
2013 at a redemption price equal to the greater of (1) 100% of the principal
amount of the Notes being redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on the Notes being
redeemed to July 15, 2013 (for purposes of this calculation, the remaining
scheduled payment of principal is deemed payable on July 15, 2013 (the Series I
Initial Redemption Date) and the remaining scheduled payments of interest are
those interest payments payable on or before the Series I Initial Redemption
Date) (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 and (ii) at any time on or after the Series I Initial Redemption Date,
prior to maturity, at a redemption price of 100% of the principal amount of the
Notes being redeemed, 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 to the Series I Initial
Redemption Date, as applicable, 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, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as 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 (2) 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.
The Company shall not be required to (i) issue, exchange or register
the transfer of any Notes during a period beginning at the opening of business
15 days before the day of the mailing of a notice of redemption of less than all
the outstanding Notes of the same series and ending at the close of business on
the day of such mailing, nor (ii) register the transfer of or exchange of any
Notes of any series or portions thereof called for redemption. This Global Note
is exchangeable for Notes in definitive registered form only under certain
limited circumstances set forth in the Indenture.
In the event of redemption of this Note in part only, a new Note or
Notes of this series, of like tenor, for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the surrender of this Note.
In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Notes may be declared,
and upon such declaration shall become, due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance by the Company with certain
conditions set forth therein.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Notes of each series affected at the time
outstanding, as defined in the Indenture, to execute supplemental indentures for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes; provided,
however, that no such supplemental indenture shall (i) extend the fixed maturity
of any Notes of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
premium payable upon the redemption thereof, or reduce the amount of the
principal of a Discount Security that would be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and affected;
(ii) reduce the aforesaid percentage of Notes, the holders of which are required
to consent to any such supplemental indenture, or reduce the percentage of
Notes, the holders of which are required to waive any default and its
consequences, without the consent of the holder of each Note then outstanding
and affected thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of securities
required to rescind and annul any declaration of amounts due and payable under
the Notes), without the consent of the holder of each Note then outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Notes of all series at the
time outstanding affected thereby, on behalf of the Holders of the Notes of such
series, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture with
respect to such series, and its consequences, except a default in the payment of
the principal of or premium, if any, or interest on any of the Notes of such
series. Any such consent or waiver by the registered Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and of any Note
issued in exchange herefor or in place hereof (whether by registration of
transfer or otherwise), irrespective of whether or not any notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium, if any, and
interest on this Note at the time and place and at the rate and in the money
herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable by the registered holder hereof on the Note
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company as may be designated by the
Company accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company or the Trustee duly executed by the registered
Holder hereof or his or her attorney duly authorized in writing, and thereupon
one or more new Notes of authorized denominations and for the same aggregate
principal amount and series will be issued to the designated transferee or
transferees. No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this Note, the
Company, the Trustee, any paying agent and any Note Registrar may deem and treat
the registered Holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notice of ownership or writing
hereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and premium, if any,
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any paying agent nor any Note Registrar shall be affected by any
notice to the contrary.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
The Notes of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations, Notes of this
series are exchangeable for a like aggregate principal amount of Notes of this
series of a different authorized denomination, as requested by the Holder
surrendering the same.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
This Note shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
Certificate of Authentication hereon shall have been signed by or on behalf of
the Trustee.
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IN WITNESS WHEREOF, the Company has caused this Instrument to be executed.
OHIO POWER COMPANY
By:___________________________
Vice President
Attest:
By:___________________________
Assistant Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in
accordance with, and referred to in, the within-mentioned Indenture.
Dated July 11, 2003
DEUTSCHE BANK TRUST
COMPANY AMERICAS
By:___________________________
Authorized Signatory
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE)
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(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
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ASSIGNEE) the within Note and all rights thereunder, hereby
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irrevocably constituting and appointing such person attorney to
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transfer such Note on the books of the Issuer, with full
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power of substitution in the premises.
Dated:________________________ _________________________
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within Note in every
particular, without alteration or enlargement or any change
whatever and NOTICE: Signature(s) must be guaranteed by a
financial institution that is a member of the Securities
Transfer Agents Medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York Stock
Exchange, Inc. Medallion Signature Program ("MSP").