EXHIBIT 4(D)
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AEP TEXAS CENTRAL COMPANY
TO
BANK ONE, N.A.
AS TRUSTEE
THIRD SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 1, 2003
$150,000,000
3.00% SENIOR NOTES, SERIES C DUE 2005
3.00% SENIOR NOTES, SERIES F DUE 2005
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TABLE OF CONTENTS*
PAGE
ARTICLE I Additional Definitions...............................................2
SECTION 1.01. Definitions...........................................2
ARTICLE II 2005 Notes..........................................................4
SECTION 2.01. Establishment.........................................4
SECTION 2.02. Aggregate Principal Amount............................4
SECTION 2.03. Maturity and Interest.................................4
SECTION 2.04. Optional Redemption...................................5
SECTION 2.05. Limitation on Secured Debt............................6
SECTION 2.06. Global Securities and Certificated Securities.........7
SECTION 2.07. Form of Securities....................................9
SECTION 2.08. Transfer and Exchange.................................9
ARTICLE III Miscellaneous Provisions..........................................13
SECTION 3.01. Recitals by Company..................................13
SECTION 3.02. Ratification and Incorporation of
Original Indenture...................................13
SECTION 3.03. Executed in Counterparts.............................14
SECTION 3.04. Legends..............................................14
SECTION 3.05. Applicability of Section 4.05 and Article Ten of
Original Indenture...................................14
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* This Table of Contents does not constitute part of the Indenture or have any
bearing upon the interpretation of any of its terms and provisions.
i
THIS THIRD SUPPLEMENTAL INDENTURE is made as of the 1st day of February,
2003, between AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the state of Texas (herein called the "Company"),
having its principal office at 0 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx 00000 and Bank
One, N.A., a national banking association, duly organized and existing under the
laws of the United States, having its principal corporate trust office at 0000
Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000, 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 February 1, 2003 (the "Original Indenture"), with the Trustee;
WHEREAS, the Original Indenture is incorporated herein by this reference
and the Original Indenture, as supplemented by this Third Supplemental Indenture
and by a First Supplemental Indenture (the "First Supplemental Indenture"), a
Second Supplemental Indenture (the "Second Supplemental Indenture") and a Fourth
Supplemental Indenture (the "Fourth Supplemental Indenture"), all dated as of
the date hereof, is herein called the "Indenture";
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;
WHEREAS, the Company proposes to create under the Indenture a series of
Senior Notes to be designated the "3.00% Senior Notes, Series C due 2005" (the
"Series C Notes") and a series of Senior Notes to be designated the "3.00%
Senior Notes, Series F due 2005" (the "Series F Notes" and, together with the
Series C Notes, the "2005 Notes"), the form and substance of the 2005 Notes and
the terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture and this Third Supplemental Indenture;
WHEREAS, concurrently with the issuance of the Series C Notes, the
Company proposes to create under the Indenture a series of Senior Notes to be
designated the "5.50% Senior Notes Series A, due 2013" (the "Series A Notes")
and a series of Senior Notes to be designated the "5.50% Senior Notes, Series D
due 2013" (the "Series D Notes" and, together with the Series A Notes, the "2013
Notes"); a series of Senior Notes to be designated the "6.65% Senior Notes,
Series B due 2033" (the "Series B Notes") and a series of Senior Notes to be
designated the "6.65% Senior Notes, Series E due 2033" (the "Series E Notes"
and, together with the Series B Notes, the "2033 Notes"); a series of Senior
Notes to be designated the "Floating Rate Notes, Series A due 2005" (the
"Floating Rate Series A Notes") and a series of Senior Notes to be designated
the "Floating Rate Notes, Series B due 2005" (the "Floating Rate Series B Notes"
and, together with the Floating Rate Series A Notes, the "Floating Rate Notes"
and, the Floating Rate Notes, together with the 2013 Notes and the 2033 Notes,
the "Additional Notes"), the form and substance of the Additional Notes and the
terms, provisions and conditions thereof to be set forth as provided in the
Original Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture and the Fourth Supplemental Indenture;
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 Indenture as at
the time supplemented and modified; and
WHEREAS, all conditions necessary to authorize the execution and delivery
of this Third 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.
"Clearstream" means Clearstream Banking, societe anonyme, or any
successor securities clearing agency.
"Distribution Compliance Period," with respect to the 2005 Notes, means
the period of 40 consecutive days beginning on and including the later of (i)
the day on which such 2005 Notes are first offered to Persons other than
distributors (as defined in Regulation S under the Securities Act) in reliance
on Regulation S and (ii) the Original Issue Date.
"DTC" means The Depository Trust Company, the initial Clearing Agency.
"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System or any successor securities clearing agency.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Offer Registration Statement" shall have the meaning assigned
to it in the Registration Rights Agreement.
"Generation-Related Business" has the meaning set forth in Section
3.05(a).
"Global Securities" means global certificates representing the 2005 Notes
as described in Section 204.
"Holder" means a registered holder of a 2005 Note.
"Institutional Accredited Investor" has the meaning set forth in Section
2.04(a) hereof.
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"Original Issue Date" means February 18, 2003.
"Owner" means each Person who is the beneficial owner of a Global
Security as reflected in the records of the Depository or, if a Depository
participant is not the Owner, then as reflected in the records of a Person
maintaining an account with such Depository (directly or indirectly, in
accordance with the rules of such Depository).
"Permanent Regulation S Global Security" has the meaning set forth in
Section 2.04(b).
"QIBs" means qualified institutional buyers as defined in Rule 144A.
"Registered Exchange Offer" shall have the meaning assigned to Exchange
Offer in the Registration Rights Agreement
"Registration Rights Agreement" means the Registration Rights Agreement,
dated as of February 1, 2003 among the Company and the Initial Purchasers named
therein, relating to the registration of the 2005 Notes and the Floating Rate
Notes under the Securities Act.
"Regulation S" means Regulation S under the Securities Act and any
successor regulation thereto.
"Rule 144" means Rule 144 under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.
"Rule 144A" means Rule 144A under the Securities Act, as such rule may be
amended from time to time, or any similar rule or regulation hereafter adopted
by the Securities and Exchange Commission.
"Rule 144A Global Security" means any Series C Note that is to be traded
pursuant to Rule 144A.
"Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation.
"Securities Custodian" means the custodian with respect to a Global
Security (as appointed by the Depository), or any successor Person thereto and
shall initially be the Trustee.
"Shelf Registration Statement" shall have the meaning assigned to it in
the Registration Rights Agreement.
"Special Interest Premium" shall have the meaning assigned to it in the
Registration Rights Agreement.
"Stated Maturity" means February 15, 2005.
"Subsidiary" means any corporation or other entity of which sufficient
voting stock or other ownership or economic interests having ordinary voting
power to elect a majority of the
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board of directors (or equivalent body) are at the time directly or indirectly
held by the Company.
"Temporary Regulation S Global Security" has the meaning set forth in
Section 2.04(b).
"Transfer Restricted Security" shall have the meaning assigned to
Registrable Note in the Registration Rights Agreement.
ARTICLE II
2005 NOTES
SECTION 2.01. ESTABLISHMENT.
The Series C Notes shall be designated as the Company's "3.00%
Senior Notes, Series C due 2005" and the Series F Notes shall be designated as
the Company's "3.00% Senior Notes, Series F due 2005". The Series C Notes and
the Series F Notes shall be treated for all purposes under the Indenture as a
single class or series of Senior Notes.
SECTION 2.02. AGGREGATE PRINCIPAL AMOUNT.
The Trustee shall authenticate and deliver (i) Series C Notes for
original issue on the Original Issue Date in the aggregate principal amount of
$150,000,000 and (ii) Series F Notes from time to time thereafter for issue only
in exchange for Series C Notes pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement or pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement, in each case 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 2005 Notes shall be initially limited to
$150,000,000 and shall be subject to Periodic Offerings pursuant to Article Two
of the Original Indenture. All 2005 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 2005 Notes. Any such additional 2005 Notes will have
the same interest rate, maturity and other terms as those initially issued. The
Series C Notes shall be issued in definitive fully registered form.
SECTION 2.03. MATURITY AND INTEREST.
(i) The 2005 Notes shall mature on, and the date on
which the principal of the 2005 Notes shall be payable (unless
earlier redeemed) shall be, February 15, 2005;
(ii) the interest rate at which the 2005 Notes shall bear
interest shall be 3.00% per annum; provided, however, that the
Special Interest Premium shall accrue on the 2005 Notes under
certain circumstances as provided in clause (iii) below; interest
shall accrue from the date of authentication of the 2005 Notes;
the Interest Payment Dates on which such interest will be payable
shall be February 15 and August 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
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January 31 or July 31 preceding the relevant Interest Payment
Date; provided that the first Interest Payment Date shall be
August 15, 2003 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
Transfer Restricted Securities over and above the interest rate
set forth herein in accordance with Section 2(e) of the
Registration Rights Agreement.
SECTION 2.04. OPTIONAL REDEMPTION.
The 2005 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 2005 Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest on
the 2005 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 20 basis points, plus, 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 2005
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 2005 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.
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"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 2005 Notes are outstanding, the Company
shall not create or suffer to be created or to exist or permit any of its
Subsidiaries to 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 by the
Company or its Subsidiaries to secure any indebtedness for borrowed money
("Secured Debt"), without providing that such 2005 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:
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
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Company's balance sheet, net of applicable reserves and deductions, but
excluding goodwill, trade names, trademarks, patents, unamortized debt discount,
energy trading contracts, regulatory assets, deferred charges 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.
(a) GENERAL. The Series C Notes will be resold initially only to
(i) QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A"),
(ii) institutional "accredited investors" as such term is defined in rule
501(a)(1), (2),(3) and (7) of Regulation D under the Securities Act
(each, an "Institutional Accredited Investor") and (iii) Persons other
than U.S. Persons (as defined in Regulation S) in reliance on Regulation
S under the Securities Act ("Regulation S"). Series C Notes may
thereafter be transferred to, among others, QIBs, purchasers in reliance
on Regulation S, and Institutional Accredited Investors in each case,
subject to the restrictions on transfer set forth herein.
(b) GLOBAL SECURITIES.
(i) FORM. Series C Notes initially resold pursuant to
Rule 144A shall be issued initially in the form of one or more
permanent Global Securities in definitive, fully registered form
(collectively, the "Rule 144A Global Security") and Series C Notes
initially resold pursuant to Regulation S and shall be issued
initially in the form of one or more temporary global securities
in definitive, fully registered form (collectively, the "Temporary
Regulation S Global Security"), in each case without interest
coupons and with the global securities legend and restricted
securities legend set forth in Exhibit A hereto, which shall be
deposited on behalf of the purchasers of the Series C Notes
represented thereby with the Securities Custodian, and registered
in the name of the Depository or a nominee of the Depository, duly
executed by the Company and authenticated by the Trustee as
provided in the Indenture. Except as set forth in this Section
2.06, beneficial ownership interests in the Temporary Regulation S
Global Security (x) will not be exchangeable for interests in the
Rule 144A Global Security, the permanent global security (the
"Permanent Regulation S Global Security"), or any other security
without a legend containing restrictions on transfer of such
security prior to the expiration of the Distribution Compliance
Period and (y) then may be exchanged for interests in a Rule 144A
Global Security or the Permanent Regulation S Global Security only
upon certification that beneficial ownership interests in such
Temporary Regulation S Global Security are owned either by
non-U.S. persons or U.S. persons who purchased such interests in a
transaction that did not require registration under the Securities
Act.
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The Rule 144A Global Security, the Temporary Regulation S Global
Security and the Permanent Regulation S Global Security are collectively
referred to herein as "Global Securities". The aggregate principal amount
of the Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depository or
its nominee as hereinafter provided.
(ii) BOOK-ENTRY PROVISIONS. This Section shall apply only
to a Global Security deposited with or on behalf of the
Depository. The Company shall execute and the Trustee shall, in
accordance with this Section 2.06(b)(ii), authenticate and deliver
initially one or more Global Securities that (a) shall be
registered in the name of the Depository for such Global Security
or Global Securities or the nominee of such Depository and (b)
shall be delivered by the Trustee to such Depository or pursuant
to such Depository's instructions or held by the Trustee as
custodian for the Depository.
Members of, or participants in, the Depository ("Agent Members")
shall have no rights under this Indenture with respect to any Global
Security held on their behalf by the Depository or by the Trustee as the
custodian of the Depository or under such Global Security, and the
Company, the Trustee and any agent of the Company or the Trustee shall be
entitled to treat the Depository as the absolute owner of such Global
Security for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification,
proxy or other authorization furnished by the Depository or impair, as
between the Depository and its Agent Members, the operation of customary
practices of such Depository governing the exercise of the rights of a
holder of a beneficial interest in any Global Security.
To the extent a notice or other communication to the beneficial
owners of the 2005 Notes is required under the Indenture, unless and
until Certificated Securities shall have been issued to such owners, the
Trustee shall give all such notices and communications specified herein
to be given to such owners to the Depository, and shall have no
obligations to such Owners.
(c) CERTIFICATED SECURITIES. Series C Notes sold to Institutional
Accredited Investors shall be issued initially in the form of a fully
registered, certificated Series C Note ("Certificated Securities").
Except as provided in this Section 2.06, owners of beneficial interests
in Global Securities shall not be entitled to receive physical delivery
of Certificated Securities.
Global Securities shall be exchangeable for Certificated Securities if
(i) the Depository (x) notifies the Company that it is unwilling or unable to
continue as Depository for the Global Securities or (y) shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depository for the Global Securities is
not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such condition. Upon surrender to the Trustee of the
typewritten certificate or certificates representing the Global Securities by
the Depository, accompanied by registration instructions, the Trustee shall
execute and authenticate the certificates in accordance with the
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instructions of the Depository. Neither the Security Registrar nor the Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Certificated Securities, the Trustee shall recognize the
Holders of the Certificated Securities as Holders. The Certificated Securities
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Company, as evidenced by the execution
thereof by the Company, and shall bear the legend set forth on Exhibit A hereto
unless the Company informs the Trustee that such legend is no longer required.
SECTION 2.07. FORM OF SECURITIES.
The Global Securities and Certificated Securities shall be
substantially in the form attached as Exhibit A thereto.
SECTION 2.08. TRANSFER AND EXCHANGE.
(a) GENERAL. The 2005 Notes may not be transferred except in
compliance with the legend contained in Exhibit A unless otherwise determined by
the Company in accordance with applicable law. No service charge will be made
for any transfer or exchange of 2005 Notes, but payment will be required of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.
(b) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
(i) If a holder of a beneficial interest in the Rule
144A Global Security wishes at any time to exchange its interest
in the Rule 144A Global Security for an interest in the Permanent
Regulation S Global Security, or to transfer its interest in the
Rule 144A Global Security to a person who wishes to take delivery
thereof in the form of an interest in the Permanent Regulation S
Global Security, such holder may, subject to the rules and
procedures of the Depository and to the requirements set forth in
the following sentence, exchange or cause the exchange or transfer
or cause the transfer of such interest for an equivalent
beneficial interest in the Permanent Regulation S Global Security.
Upon receipt by the Trustee, as transfer agent, of (1)
instructions given in accordance with the Depository's procedures
from or on behalf of a holder of a beneficial interest in the Rule
144A Global Security, directing the Trustee, as transfer agent, to
credit or cause to be credited a beneficial interest in the
Permanent Regulation S Global Security in an amount equal to the
beneficial interest in the Rule 144A Global Security to be
exchanged or transferred, (2) a written order given in accordance
with the Depository's procedures containing information regarding
the Euroclear or Clearstream account to be credited with such
increase and the name of such account, and (3) a certificate in
the form of Exhibit C hereto given by the holder of such
beneficial interest stating that the exchange or transfer of such
interest has been made pursuant to and in accordance with Rule 903
or Rule 904 of Regulation S under the Securities Act, the Trustee,
as transfer agent, shall promptly deliver appropriate instructions
to the Depository, its nominee, or the custodian for the
Depository, as the case may be, to reduce or reflect on its
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records a reduction of the Rule 144A Global Security by the
aggregate principal amount of the beneficial interest in such Rule
144A Global Security to be so exchanged or transferred from the
relevant participant, and the Trustee, as transfer agent, shall
promptly deliver appropriate instructions to the Depository, its
nominee, or the custodian for the Depository, as the case may be,
concurrently with such reduction, to increase or reflect on its
records an increase of the principal amount of such Permanent
Regulation S Global Security by the aggregate principal amount of
the beneficial interest in such Rule 144A Global Security to be so
exchanged or transferred, and to credit or cause to be credited to
the account of the person specified in such instructions (who may
be Euroclear or Clearstream or another agent member of Euroclear
or Clearstream or both, as the case may be, acting for and on
behalf of them) a beneficial interest in such Permanent Regulation
S Global Security equal to the reduction in the principal amount
of such Rule 144A Global Security.
(ii) If a holder of a beneficial interest in the
Permanent Regulation S Global Security wishes at any time to
exchange its interest in the Permanent Regulation S Global
Security for an interest in the Rule 144A Global Security, or to
transfer its interest in the Permanent Regulation S Global
Security to a person who wishes to take delivery thereof in the
form of an interest in the Rule 144A Global Security, such holder
may, subject to the rules and procedures of Euroclear or
Clearstream and the Depository, as the case may be, and to the
requirements set forth in the following sentence, exchange or
cause the exchange or transfer or cause the transfer of such
interest for an equivalent beneficial interest in such Rule 144A
Global Security. Upon receipt by the Trustee, as transfer agent,
of (1) instructions given in accordance with the procedures of
Euroclear or Clearstream and the Depository, as the case may be,
from or on behalf of a beneficial owner of an interest in the
Permanent Regulation S Global Security directing the Trustee, as
transfer agent, to credit or cause to be credited a beneficial
interest in the Rule 144A Global Security in an amount equal to
the beneficial interest in the Permanent Regulation S Global
Security to be exchanged or transferred, (2) a written order given
in accordance with the procedures of Euroclear or Clearstream and
the Depository, as the case may be, containing information
regarding the account with the Depository to be credited with such
increase and the name of such account, and (3) prior to the
expiration of the Distribution Compliance Period, a certificate in
the form of Exhibit C hereto given by the holder of such
beneficial interest and stating that the person transferring such
interest in such Permanent Regulation S Global Security reasonably
believes that the person acquiring such interest in the Rule 144A
Global Security is a QIB and is obtaining such beneficial interest
for its own account or the account of a QIB in a transaction
meeting the requirements of Rule 144A and any applicable
securities laws of any state of the United States or any other
jurisdiction, the Trustee, as transfer agent, shall promptly
deliver appropriate instructions to the Depository, its nominee,
or the custodian for the Depository, as the case may be, to reduce
or reflect on its records a reduction of the Permanent Regulation
S Global Security by the aggregate principal amount of the
beneficial interest in such Permanent Regulation S Global Security
to be exchanged or transferred, and the Trustee, as
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transfer agent, shall promptly deliver appropriate instructions to
the Depository, its nominee, or the custodian for the Depository,
as the case may be, concurrently with such reduction, to increase
or reflect on its records an increase of the principal amount of
the Rule 144A Global Security by the aggregate principal amount of
the beneficial interest in the Permanent Regulation S Global
Security to be so exchanged or transferred, and to credit or cause
to be credited to the account of the person specified in such
instructions a beneficial interest in the Rule 144A Global
Security equal to the reduction in the principal amount of the
Permanent Regulation S Global Security. After the expiration of
the Distribution Compliance Period, the certification requirement
set forth in clause (3) of the second sentence of this Section
2.08(b)(ii) will no longer apply to such exchanges and transfers.
(iii) Any beneficial interest in one of the Global
Securities that is transferred to a person who takes delivery in
the form of an interest in the other Global Securities will, upon
transfer, cease to be an interest in such Global Security and
become an interest in the other Global Securities and,
accordingly, will thereafter be subject to all transfer
restrictions and other procedures applicable to beneficial
interests in such other Global Security Note for as long as it
remains such an interest.
(iv) Beneficial interests in Temporary Regulation S
Global Securities may be exchanged for interests in Rule 144A
Global Securities or Permanent Regulation S Global Securities if
(1) such exchange occurs in connection with a transfer of
securities in compliance with Rule 144A, and (2) the transferor of
the beneficial interest in the Temporary Regulation S Global
Security first delivers to the Trustee a written certificate (in a
form satisfactory to the Trustee) to the effect that the
beneficial interest in the Temporary Regulation S Global Security
is being transferred to a Person (a) who the transferor reasonably
believes to be a QIB (b) purchasing for its own account or the
account of a QIB in a transaction meeting the requirements of Rule
144A, and (c) in accordance with all applicable securities laws of
the states of the United States and other jurisdictions.
(v) During the Distribution Compliance Period,
beneficial ownership interests in Temporary Regulation S Global
Securities may only be sold, pledged or transferred through
Euroclear or Clearstream in accordance with the applicable
procedures relating to such institutions and only (i) to the
Company, (ii) so long as such security is eligible for resale
pursuant to Rule 144A, to a Person whom the selling holder
reasonably believes is a QIB that purchases for its own account or
for the account of a QIB in a transaction meeting the requirements
of Rule 144A, (iii) in an offshore transaction in accordance with
Regulation S (other than a transaction resulting in an exchange
for interest in a Permanent Regulation S Global Security), (iv)
pursuant to an exemption from registration under the Securities
Act provided by Rule 144 (if applicable) under the Securities Act
or (v) pursuant to an effective registration statement under the
Securities Act, in each case in accordance with any applicable
securities laws of any state of the United States.
11
(c) TRANSFER AND EXCHANGE OF GLOBAL SECURITIES AND CERTIFICATED
SECURITIES.
(i) In the event that a Global Security is exchanged for
a Certificated Security as provided in Section 2.06(c), such
Certificated Security may be exchanged or transferred for one
another, subject to Section 2.05 of the Original Indenture, only
in accordance with such procedures as are substantially consistent
with the provisions of clauses (b)(i) and (ii) above (including
the certification requirements intended to ensure that such
exchanges or transfers comply with Rule 144, Rule 144A or
Regulation S, as the case may be) and as may be from time to time
reasonably adopted by the Company.
(ii) Upon receipt by the Trustee of a Certificated
Security, duly endorsed or accompanied by appropriate instruments
of transfer, the Trustee shall cancel such Certificated Security
and cause, or direct the Securities Custodian to cause, in
accordance with the standing instructions and procedures existing
of the Depository and the Securities Custodian, the aggregate
principal amount of 2005 Notes represented by the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable,
to be increased by the aggregate principal amount of the
Certificated Security to be exchanged and shall credit or cause to
be credited to the account of the Person specified in such
instructions a beneficial interest in the Rule 144A Global
Security or Permanent Regulation S Global Security, as applicable,
equal to the principal amount of the Certificated Security so
canceled. If no Rule 144A Global Securities or Permanent
Regulation S Global Securities, as applicable, are then
outstanding, the Company shall issue and the Trustee shall
authenticate, upon written order of the Company in the form of an
Officers' Certificate, a new Rule 144A Global Security or
Permanent Regulation S Global Security, as applicable, in the
appropriate principal amount.
(d) CERTIFICATES. In connection with any transfer described in
paragraphs (b) and (c) of this Section 2.08, the Trustee shall receive a
certificate of transfer in the form attached as Exhibit C hereto.
Additionally, upon any transfer or exchange to an Institutional
Accredited Investor, the Company and the Trustee shall receive a
certificate in the form attached as Exhibit D hereto.
(e) TRANSFER RESTRICTED SECURITY. Upon any sale or transfer of a
Transfer Restricted Security (including any Transfer Restricted Security
represented by a Global Security) pursuant to Rule 144 under the
Securities Act or an effective registration statement under the
Securities Act, which shall be certified to the Trustee and Security
Registrar upon which each may conclusively rely:
(i) in the case of any Transfer Restricted Security
represented by a Certificated Security, the Security Registrar
shall permit the Holder thereof to exchange such Transfer
Restricted Security for a Certificated Security that does not bear
the legend set forth in Exhibit A hereto and rescind any
restriction on the transfer of such Transfer Restricted Security;
and
12
(ii) in the case of any Transfer Restricted Security
represented by a Global Security, such Transfer Restricted
Security shall not be required to bear the legend set forth in
Exhibit A hereto if all other interests in such Global Note have
been or are concurrently being sold or transferred pursuant to
Rule 144 under the Securities Act or pursuant to an effective
registration statement under the Securities Act.
(f) REGISTERED EXCHANGE OFFER. Notwithstanding the foregoing, upon
consummation of the Registered Exchange Offer, the Company shall issue
and, upon receipt of a Company Order in accordance with Section 2.05 of
the Original Indenture, the Trustee shall authenticate Series F Notes in
exchange for Series C Notes accepted for exchange in the Registered
Exchange Offer, which Series F Notes shall not bear the transfer
restriction legend set forth in Exhibit A hereto and shall not provide
for Special Interest Premium and the Security Registrar shall rescind any
restriction on the transfer of such Series F Notes, in each case unless
the Holder of such Series C Notes (A) is a broker-dealer tendering Series
C Notes acquired directly from the Company or an "affiliate" (as defined
in Rule 144 under the Securities Act) of the Company for its own account,
(B) is a Person who has an arrangement or understanding with any Person
to participate in the "distribution" (within the meaning of the
Securities Act) of the Series F Notes, (C) is a Person who is an
"affiliate" (as defined in Rule 144 under the Securities Act) of the
Company or (D) will not be acquiring the Series F Notes in the ordinary
course of such Holder's business. The Company shall identify to the
Trustee such Holders in a written certification signed by an Officer of
the Company and, absent certification from the Company to such effect,
the Trustee shall assume that there are no such Holders.
ARTICLE III
MISCELLANEOUS PROVISIONS
SECTION 3.01. RECITALS BY COMPANY.
The recitals in this Third 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 2005 Notes and of this
Third 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 Third Supplemental
Indenture shall be read, taken and construed as one and the same instrument.
13
SECTION 3.03. EXECUTED IN COUNTERPARTS.
This Third 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. LEGENDS.
Except as determined by the Company in accordance with applicable
law, each 2005 Note shall bear the applicable legends relating to restrictions
on transfer pursuant to the securities laws in substantially the form set forth
on Exhibit A hereto.
SECTION 3.05. APPLICABILITY OF SECTION 4.05 AND ARTICLE TEN OF
ORIGINAL INDENTURE.
As long as the 2005 Notes are outstanding, Section 4.05 and
Article Ten of the Original Indenture shall be applicable thereto; provided,
however, that if the Company's generation-related assets ("Generation-Related
Business") are transferred or sold (whether or not the Generation-Related
Business constitutes "substantially all" of the Company's total assets), the
2005 Notes will continue to be obligations of the Company.
14
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.
AEP TEXAS CENTRAL COMPANY
By_/s/ Xxxxx Tomasky_
Vice President
Attest:
By_/s/ X. X. Xxxxxxxxxx
Assistant Secretary
BANK ONE, N. A.,
as Trustee
By_/s/ Xxxxxxx X. Eubank__
Vice President
Attest:
By_/s/ Xxxxx X. Knox__
Trust Officer
EXHIBIT A
FORM OF SERIES [C/F] NOTE
[Rule 144A Global Security]
[Regulation S Global Security]
[Certificated Security]
[FORM OF FACE OF INITIAL SECURITY]
[Global Securities Legend]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OR PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.
[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE
COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES
BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.
[Restricted Securities Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE
RESOLD, PLEDGED OR OTHERWISE
Ex. A-1
TRANSFERRED OTHER THAN (A)(1) TO THE COMPANY, (2) IN A TRANSACTION ENTITLED TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT,
(3) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (4) OUTSIDE THE UNITED STATES IN A TRANSACTION
MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (5) IN
ACCORDANCE WITH ANOTHER APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY) OR (6) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF EACH STATE OF THE UNITED STATES. AN INSTITUTIONAL
ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES IT WILL FURNISH TO THE COMPANY
AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY
REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE
FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT
IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (2),(3) OR (7) UNDER
THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES
AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT.
[Temporary Regulation S Global Security Legend]
EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTEREST IN THIS
TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN
THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN
INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND
CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY
DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(d)(3) OF
REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM
REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED
EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A
TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING
SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTEREST IN
THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR
TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR
SYSTEM OR CLEARSTREAM BANKING, SOCIETE ANONYME AND
Ex. A-2
ONLY (I) TO THE COMPANY, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904
UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASE (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL
NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE, IF THEN APPLICABLE.
BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATIONS S GLOBAL
SECURITY MAY BE EXCHANGED FOR INTEREST IN A RULE 144A GLOBAL SECURITY ONLY IF
(1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN
COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL
SECURITY FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM
ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL
SECURITY BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY
BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WHEN THE MEANING OF RULE 144A (B)
PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE
WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER
JURISDICTIONS.
BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE
TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE
REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE
40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO
THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO
THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR
904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS
PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE
INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK
S.A./N.A. OR CLEARSTREAM BANKING SOCIETE ANONYME.
[Certificated Securities Legend]
IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH
THE FOREGOING RESTRICTIONS.
Ex. A-3
AEP TEXAS CENTRAL COMPANY
3.00% Senior Notes,
Series [C/F] due
2005
CUSIP:[0000XXXX0/144A][X00000XX0/Reg S] Original Issue Date: February 18, 2003
Stated Maturity: February 15, 2005 Interest Rate: 3.00%
Principal Amount: $150,000,000 (or such other amount as is indicated
on Schedule A)
Redeemable: Yes X No
In Whole: Yes X No
In Part: Yes X No
AEP TEXAS CENTRAL COMPANY, a corporation duly organized and
existing under the laws of the State of Texas (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
[________] or registered assigns, the principal sum of _____ DOLLARS ($_____)
[or such other amount as is indicated on Schedule A hereto]* on the Stated
Maturity specified above (or upon earlier redemption); 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 February 15 and August 15 in each year, commencing on August 15, 2003, 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 31 or July 31 (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,
-----------------------------
* Insert in the Rule 144A Global Security and the Regulation S
Global Security only.
Ex. A-4
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, 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
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 (defined below), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of February 1, 2003 duly executed
and delivered between the Company and Bank One, N. A., a national banking
association organized and existing under the laws of the United States, 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 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 as 3.00%
Senior Notes, Series [C/F] due 2005 initially issued in the aggregate principal
amount of $150,000,000.
This Note may be redeemed by the Company at its option, 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
Note at a redemption price equal to the greater of (i) 100% of the principal of
the Note being redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the Note 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 20 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.
Ex. A-5
"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 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.
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. This Note will not have a sinking fund.
As described in the supplemental indenture relating to the Notes,
so long as this Note is outstanding, the Company is subject to a limitation on
issuance of Secured Debt as described therein.
Ex. A-6
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 or
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 Security 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.
Ex. A-7
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Security 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 Security 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
released 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
except that a Note issued to an Institutional Accredited Investor will be in
denominations of at $250,000. 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.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
AEP TEXAS CENTRAL COMPANY
By: ______________________________________
Attest:
By: ____________________________
Ex. A-8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM- as tenants in UNIF GIFT MIN ACT-_______ Custodian ________
common (Cust) (Minor)
TEN ENT- as tenants by the under Uniform Gifts to
entireties Minors Act
JT TEN- As joint tenants
with right of -------------------------
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
___________________ (please insert Social Security or other identifying number
of assignee)
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________________________
agent to transfer said Note on the books of the Company, with full 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 instrument in every particular without
alteration or enlargement, or any change whatever.
Ex. A-9
In connection with any transfer of any of the Series C Notes evidenced by
this certificate, the undersigned confirms that such Series C Notes are being:
CHECK ONE BOX BELOW
(1)[ ] exchanged for the undersigned's own account without transfer; or
(2)[ ] transferred to a person whom the undersigned reasonably believes
to be a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act of 1933 who is purchasing such Series C
Notes for such buyer's own account or the account of a "qualified
institutional buyer" in a transaction meeting the requirements of
Rule 144A under the Securities Act of 1933 and any applicable
securities laws of any state of the United States or any other
jurisdiction; or
(3)[ ] exchanged or transferred pursuant to and in compliance with Rule
903 or 904 of Regulation S under the Securities Act of 1933; or
(4)[ ] exchanged or transferred to an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act pursuant to Rule 144A (and
based upon an opinion of counsel if the Company or the Trustee so
requests) and, to the knowledge of the transferor of the Series C
Notes, such institutional accredited investor to whom such Note is
to be transferred is not an "affiliate" (as defined in Rule 144
under the Securities Act) of the Company; or
(5)[ ] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series C Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3), (4) or (5) is checked, the Company may require, prior to registering any
such transfer of the Series C Notes, such legal opinions, certifications and
other information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; PROVIDED, FURTHER, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.
----------------------------------------
Signature
---------------------------------------
Ex. A-10
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Series
C Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.
Date: _________________
_______________________
NOTICE: TO BE EXECUTED BY AN EXECUTIVE OFFICER.
Ex. A-11
SCHEDULE A
The initial aggregate principal amount of Series C Notes evidenced by the
Certificate to which this Schedule is attached is $___________. The notations on
the following table evidence decreases and increases in the aggregate principal
amount of Series C Notes evidenced by such Certificate.
Principal Amount of
Decrease in Principal Increase in Principal Series C Notes Notation by
Amount of Series C Amount of Series C Remaining After Such Security
Notes Notes Decrease or Increase Registrar
-------------------- --------------------- -------------------- -----------
Ex. A-12
EXHIBIT B
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
BANK ONE, N. A.,
as Trustee
By: ________________________________
Authorized Signatory
Ex. B-1
EXHIBIT C
FORM OF TRANSFER CERTIFICATE
In connection with any transfer of any of the Series C Notes evidenced by
this certificate, the undersigned confirms that such Series C Notes are being:
CHECK ONE BOX BELOW
(1)[ ] exchanged for the undersigned's own account without transfer; or
(2)[ ] transferred to a person whom the undersigned reasonably believes
to be a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act of 1933 who is purchasing such Series C
Notes for such buyer's own account or the account of a "qualified
institutional buyer" in a transaction meeting the requirements of
Rule 144A under the Securities Act of 1933 and any applicable
securities laws of any state of the United States or any other
jurisdiction; or
(3)[ ] exchanged or transferred pursuant to and in compliance with Rule
903 or 904 of Regulation S under the Securities Act of 1933; or
(4)[ ] exchanged or transferred to an institutional "accredited investor"
within the meaning of Rule 501(a)(1), (2), (3) or (7) of
Regulation D under the Securities Act pursuant to Rule 144A (and
based upon an opinion of counsel if the Company or the Trustee so
requests) and, to the knowledge of the transferor of the Series C
Notes, such institutional accredited investor to whom such Note is
to be transferred is not an "affiliate" (as defined in Rule 144
under the Securities Act) of the Company; or
(5)[ ] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933.
Unless one of the boxes is checked, the Trustee will refuse to register
any of the Series C Notes evidenced by this certificate in the name of any
person other than the registered Holder thereof; PROVIDED, HOWEVER, that if box
(3) or (4) is checked, the Company may require, prior to registering any such
transfer of the Series C Notes, such legal opinions, certifications and other
information as the Company has reasonably requested to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act of 1933, such as
the exemption provided by Rule 144 under such Act; PROVIDED, FURTHER, that if
box (2) is checked, the transferee must also certify that it is a qualified
institutional buyer as defined in Rule 144A.
____________________________________________
Signature
Ex. C-1
TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this Series
C Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, and is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Company as
the undersigned has requested pursuant to Rule 144A or has determined not to
request such information and that it is aware that the transferor is relying
upon the undersigned's foregoing representations in order to claim the exemption
from registration provided by Rule 144A.
Date: _______________
_____________________
NOTICE: TO BE EXECUTED BY AN EXECUTIVE OFFICER.
Ex. C-2
EXHIBIT D
FORM OF LETTER TO BE DELIVERED BY
INSTITUTIONAL ACCREDITED INVESTORS
Ladies and Gentlemen:
In connection with our proposed purchase of the 3.00% Senior Notes,
Series C due 2005 (the Notes) issued by AEP Texas Central Company, a Texas
corporation (Issuer), we confirm that:
1. We are purchasing the Notes for our own account, or for one or
more investor accounts for which we are acting as a fiduciary or
agent, in each case for investment, and not with a view to, or for
offer or sale in connection with, any distribution in violation of
the Securities Act, subject to any requirement of law that the
disposition of our property or the property of such investor
account or accounts be at all times within our or their control
and subject to our or their ability to resell the Notes pursuant
to Rule 144A, Regulation S or any exemption from registration
available under the Securities Act.
2. We are an institutional "accredited investor" within the meaning
of Rule 50l(a)(l), (2), (3) or (7) under the Securities Act who is
purchasing Notes with a principal amount of at least $250,000 and,
if the Notes are to be purchased for one or more accounts (the
"investor accounts") for which we are acting as fiduciary or
agent, each such account is an institutional accredited investor
who is purchasing Notes with a principal amount of at least
$250,000. In the normal course of business or our investing
activities, we invest in or purchase securities similar to the
Notes and we have such knowledge and experience in financial
business matters that we are capable of evaluating the merits and
risks of purchasing the Notes. We are aware that we (or any
investor account) may be required to bear the economic risk of an
investment in the Notes for an indefinite period of time and we
(or such investor account) are able to bear such risk for an
indefinite period.
3. We acknowledge that none of the Issuer, the initial purchasers or
any persons representing any of them has made any representation
to us with respect to any such entity or the offering or sale of
any Notes, other than the information contained in the Issuer's
offering memorandum dated February 12, 2003, related to the Notes,
which offering memorandum has been delivered to it and upon which
it is relying in making its investment decision with respect to
the Notes. Accordingly, we acknowledge that no representation or
warranty is made by the initial purchasers as to the accuracy or
completeness of such materials. We have had access to such
financial and other information concerning the Issuer and the
Notes as we have deemed necessary in connection with our decision
to purchase any of the Notes including an opportunity to ask
questions of, and request information from, the Issuer and the
initial purchasers.
Ex. D-1
4. We understand and agree that the offer and sale of the Notes have
not been registered under the Securities Act and that such Notes
are being offered only in a transaction not involving any public
offering within the meaning of the Securities Act, and that (A) if
we decide to resell, pledge or otherwise transfer such Notes on
which a legend setting forth these restrictions appears, such
Notes may be resold, pledged or otherwise transferred only (i) to
the Issuer, (ii) in a transaction entitled to an exemption from
registration provided by Rule 144 under the Securities Act, (iii)
so long as such Notes are eligible for resale pursuant to Rule
144A, to a person whom we reasonably believe is a qualified
institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given
that the resale, pledge or other transfer is being made in
reliance on Rule 144A, (iv) outside the United States in a
transaction meeting the requirements of Regulation S, (v) in
accordance with another exemption from the registration
requirements of the Securities Act (and based upon an opinion of
counsel acceptable to the Issuer), in each case in accordance with
any applicable securities laws of any state of the United States
or (vi) pursuant to a registration statement which has been
declared effective under the Securities Act and (B) we will, and
each subsequent holder is required to, notify any purchaser of
Notes from us or it of the resale restrictions referred to in (A)
above, if then applicable. We acknowledge that the foregoing
restrictions apply to holders of beneficial interest in the Notes,
as well as to holders of the Notes.
5. We understand that, on any proposed resale of any Notes, we will
be required to furnish to the trustee and the Issuer such
certifications, legal opinions and other information as the
trustee and the Issuer may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further
understand that the Notes purchased by us will bear a legend to
the foregoing effect.
6. We acknowledge that the Issuer, the trustee, the initial
purchasers and others will rely upon the truth and accuracy of the
foregoing acknowledgements, representations and agreements and
agree that if any of the foregoing acknowledgements,
representations or agreements are no longer accurate, we shall
promptly notify the Issuer, the trustee and the initial
purchasers. If we are acquiring the Notes as a fiduciary or agent
for one or more investor accounts, we represent that we have sole
investment discretion with respect to each such account and we
have full power to make the foregoing acknowledgements,
representations and agreements on behalf of each account and that
each such investor account is eligible to purchase the Notes.
Ex. D-2
7. The Issuer, the trustee and the initial purchasers are entitled to
rely upon this letter and are irrevocably authorized to produce
this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with
respect to the matters covered hereby.
Very truly yours,
By:
Name:
Title:
Ex. D-3
