SOUTHWESTERN ELECTRIC POWER COMPANY and THE BANK OF NEW YORK, AS TRUSTEE FIFTH SUPPLEMENTAL INDENTURE Dated as of January 11, 2007 Supplemental to the Indenture dated as of February 25, 2000
Exhibit
4(a)
and
THE
BANK
OF NEW YORK,
AS
TRUSTEE
___________________
FIFTH
SUPPLEMENTAL INDENTURE
Dated
as
of January 11, 2007
Supplemental
to the Indenture
dated
as
of February 25, 2000
5.55%
Senior Notes, Series E, due 2017
FIFTH
SUPPLEMENTAL INDENTURE, dated as of January 11, 2007, between SOUTHWESTERN
ELECTRIC POWER COMPANY, a corporation duly organized and existing under the
laws
of the State of Delaware (the "Company"), and THE BANK OF NEW YORK, a New York
banking corporation organized and existing under the laws of the State of New
York, as Trustee under the Original Indenture referred to below (the "Trustee").
RECITALS
OF THE COMPANY
The
Company has heretofore executed and delivered to the Trustee an indenture dated
as of February 25, 2000 (the "Original Indenture"), to provide for the issuance
from time to time of its debentures, notes or other evidences of indebtedness
(the "Senior Notes"), the form and terms of which are to be established as
set
forth in Section 201 and 301 of the Original Indenture.
Section
901 of the Original Indenture provides, among other things, that the Company
and
the Trustee may enter into indentures supplemental to the Original Indenture
for, among other things, the purpose of establishing the form and terms of
the
Senior Notes of any Series as permitted in Sections 201 and 301 of the Original
Indenture.
The
Company has issued $150,000,000 aggregate principal amount of its Floating
Rate
Notes, due 2002 pursuant to the Original Indenture and the First Supplemental
Indenture, dated February 25, 2000; $200,000,000 aggregate principal amount
of
its 4.50% Senior Notes, Series B, due 2005, pursuant to the Second Supplemental
Indenture, dated as of June 26, 2002; $100,000,000 aggregate principal amount
of
its 5.375% Senior Notes, Series C, due 2015 pursuant to the Original Indenture
and the Third Supplemental Indenture, dated April 11, 2003; and $150,000,000
aggregate principal amount of its 4.90% Senior Notes, Series D, due 2015
pursuant to the Original Indenture and the Fourth Supplemental Indenture, dated
June 28, 2005.
The
Company desires to create a Series of the Senior Notes in an aggregate principal
amount of $250,000,000 to be designated the "5.55% Senior Notes, Series E,
due
2017" (the "5.55% Senior Notes"), and all action on the part of the Company
necessary to authorize the issuance of the 5.55% Senior Notes under the Original
Indenture and this Fifth Supplemental Indenture has been duly
taken.
All
acts
and things necessary to make the 5.55% Senior Notes, when executed by the
Company and completed, authenticated and delivered by the Trustee as provided
in
the Original Indenture and this Fifth Supplemental Indenture, the valid and
binding obligations of the Company and to constitute these presents a valid
and
binding supplemental indenture and agreement according to its terms, have been
done and performed.
NOW,
THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
That
in
consideration of the premises and of the acceptance and purchase of the 5.55%
Senior Notes by the Holders thereof and of the acceptance of this trust by
the
Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of the Holders of the 5.55% Senior Notes, as follows:
ARTICLE
ONE
Definitions
The
use
of the terms and expressions herein is in accordance with the definitions,
uses
and constructions contained in the Original Indenture and the form of the Global
Security attached hereto as Exhibit
A.
ARTICLE
TWO
Terms
and
Issuance of the 5.55% Senior Notes
SECTION
201. Issue
of 5.55% Senior Notes
A
Series
of Senior Notes which shall be designated the "5.55% Senior Notes, Series E,
due
2017" shall be executed, authenticated and delivered from time to time in
accordance with the provisions of, and shall in all respects be subject to,
the
terms, conditions and covenants of, the Original Indenture and this Fifth
Supplemental Indenture (including the form of Global Security set forth in
Exhibit
A
hereto).
The aggregate principal amount of the 5.55% Senior Notes, which may be
authenticated and delivered under this Fifth Supplemental Indenture shall
initially be $250,000,000, and such principal amount of the 5.55% Senior Notes
may be increased from time to time. All 5.55% Senior 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 the issuance of additional 5.55% Senior Notes. Any such
additional 5.55% Senior Notes will have the same interest rate, maturity and
other terms as those initially issued.
SECTION
202. Form
of 5.55% Senior Notes, Incorporation of Terms
The
form
of the 5.55% Senior Notes shall be substantially in the form of the Global
Security attached hereto as Exhibit
A.
The
terms of such 5.55% Senior Notes are herein incorporated by reference and are
part of this Fifth Supplemental Indenture.
SECTION
203. Depositary
for Global Securities
The
Depositary for any Global Securities of the Series of which this 5.55% Senior
Note is a part shall be The Depository Trust Company in The City of New
York.
SECTION
204. Restrictions
on Liens
The
covenant contained in Section 1007 of the Original Indenture shall not be
applicable to the 5.55% Senior Notes.
So
long
as any of the 5.55% Senior 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 of its utility properties
or tangible assets now owned or hereafter acquired to secure any indebtedness
for borrowed money ("Secured Debt"), without providing that the 5.55% Senior
Notes will be similarly secured. This restriction does not apply to the
Company's subsidiaries, nor will it prevent any of them from creating or
permitting to exist Liens on their property or assets to secure any Secured
Debt. Further, this restriction on Secured Debt does not apply to the Company's
existing first mortgage bonds that have previously been issued under its
Indenture, dated February 1, 1940, between the Company and Continental Bank,
National Association and X.X. Xxxxxx, as Trustees, now The Bank of New York
and
Xxxxxxxxx X. Xxxxx, as successor trustees, 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:
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(a)
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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;
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(b)
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Financing
of the Company's accounts receivable for electric
service;
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(c)
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Any
extensions, renewals or replacements (or successive extensions, renewals
or replacements), in whole or in part, of liens permitted by the
foregoing
clauses; and
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(d)
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The
pledge of any bonds or other securities at any time issued under
any of
the Secured Debt permitted by the above
clauses.
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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. For purposes
of
this definition, the Company's balance sheet does not include assets and
liabilities of its subsidiaries.
This
restriction also does not apply to or prevent the creation or existence of
leases made, or existing on property acquired, in the ordinary course of
business.
SECTION
205. Place
of Payment
The
Place
of Payment in respect of the 5.55% Senior Notes will be at the principal office
or place of business of the Trustee or its successor in trust under the
Indenture, which, at the date hereof, is located at 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, XX 00000, Attention: Corporate Trust Trustee.
ARTICLE
THREE
Miscellaneous
SECTION
301. Execution
as Supplemental Indenture
This
Fifth Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture and, as provided in the Original
Indenture, this Fifth Supplemental Indenture forms a part thereof.
SECTION
302. Conflict
with Trust Indenture Act
If
any
provision hereof limits, qualifies or conflicts with another provision hereof
which is required to be included in this Fifth Supplemental Indenture by any
of
the provisions of the Trust Indenture Act, such required provision shall
control.
SECTION
303. Effect
of Headings
The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.
SECTION
304. Successors
and Assigns
All
covenants and agreements by the Company in this Fifth Supplemental Indenture
shall bind its successors and assigns, whether so expressed or not.
SECTION
305. Separability
Clause
In
case
any provision in this Fifth Supplemental Indenture or in the 5.55% Senior Notes
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or
impaired thereby.
SECTION
306. Benefits
of Fifth Supplemental Indenture
Nothing
in this Fifth Supplemental Indenture or in the 5.55% Senior Notes, express
or
implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Fifth Supplemental Indenture.
SECTION
307. Execution
and Counterparts
This
Fifth Supplemental Indenture may be executed in any number of counterparts,
each
of which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
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By:
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/s/Xxxxxxx
X. Xxxxx
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Vice
President
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Attest:
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/s/
Xxxxxx X. Xxxxxxxxxx
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Assistant
Secretary
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THE
BANK OF NEW YORK,
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as
Trustee
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By:
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/s/
Xxxx XxXxxxxx
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Authorized
Signatory
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Attest:
/s/ Xxxxxx Xxxxxx
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Name:
Xxxxxx Xxxxxx
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Title:
Vice President
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EXHIBIT
A
[Form
of
Face of Global Security]
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR
ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.
Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Southwestern Electric Power
Company or its agent for registration of transfer, exchange or payment, and
any
definitive certificate issued is registered in the name of Cede & Co. or in
such other name as is requested by an authorized representative of DTC (and
any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered
owner hereof, Cede & Co., has an interest herein.
No.
R-1
5.55%
Senior Notes, Series E, due 2017
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CUSIP
No. 845437 BH 4
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$250,000,000
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SOUTHWESTERN
ELECTRIC POWER COMPANY, a corporation duly organized and existing under the
laws
of the State of Delaware (the "Company", which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to CEDE & CO. or registered assigns, the principal sum of
TWO
HUNDRED
FIFTY MILLION DOLLARS
($250,000,000) on January 15, 2017 (the "Final Maturity"), and to pay interest
thereon from January 11, 2007 or from the most recent Interest Payment Date
to
which interest has been paid or duly provided for, semi-annually on January
15
and July 15 of each year, commencing July 15, 2007, 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 will, as provided in such Indenture, be paid to the Person in
whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on the Regular Record Date for such interest, which shall
be
the January 1 or July 1 (whether or not a Business Day) immediately preceding
the Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security
(or
one or more Predecessor Securities) is registered at the close of business
on a
Special Record Date for the payment of such Defaulted Interest to be fixed
by
the Trustee, notice whereof shall be given to Holders of Securities of this
Series not less than 10 days prior to such Special Record Date, or be paid
at
any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange on which the Securities of this Series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest on this Security will
be
made 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 such coin or currency
of the United States of America as at the time of payment is legal tender for
the payment of public and private debts; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of
the Person entitled thereto as such address shall appear in the Security
Register.
This
Security has initially been issued in the form of a Global Security, and the
Company has initially designated The Depository Trust Company (the "Depositary",
which term shall include any successor depositary) as the depositary for this
Security. For as long as this Security or any portion hereof is issued in such
form, and notwithstanding the previous paragraph, all payments of interest,
principal and other amounts in respect of this Security or portion thereof
shall
be made to the Depositary or its nominee in accordance with the Applicable
Procedures in the coin or currency specified above and as further provided
herein.
This
Security is one of a duly authorized issue of securities of the Company (the
"Securities"), issued and to be issued in one or more Series under an Indenture,
dated as of February 25, 2000, as amended and supplemented from time to time
(the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and The Bank of New York, a New York banking
corporation, as Trustee (the "Trustee", which term includes any successor
trustee under the Indenture), as to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders and of the terms upon which the Securities are,
and
are to be, authenticated and delivered. This Security is one of the Series
designated on the face hereof, limited in aggregate principal amount to
$250,000,000; provided, however, the aggregate principal amount hereof can
be
increased, without the consent of the Holder, as permitted by the provisions
of
the Original Indenture. The provisions of this Security, together with the
provisions of the Indenture, shall govern the rights, obligations, duties and
immunities of the Holder, the Company and the Trustee with respect to this
Security, provided that, if any provision of this Security necessarily conflicts
with any provision of the Indenture, the provision of this Security shall be
controlling to the fullest extent permitted under the Indenture.
The
Securities of this Series are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail to the Holders of such Securities at their
addresses in the Security Register for such Series at the option of the Company,
in whole or in part, from time to time at a Redemption Price equal to
the
greater of (i) 100% of the principal amount of the Securities of this Series
being redeemed and (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Securities of this Series 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.
"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 Securities of this Series 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 Securities of this Series.
“Comparable
Treasury Price” means, with respect to any redemption date, (1) the average of
the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations,
or
(2) if we obtain fewer than four such Reference Treasury Dealer Quotations,
the
average of all such quotations.
"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
us and reasonably acceptable to the trustee.
"Reference
Treasury Dealer Quotation" means, with respect to each 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.
"Treasury
Rate" means, with respect to any redemption date, the rate per year 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.
If
notice
has been given as provided in the Indenture and funds for redemption of any
Securities (or any portion thereof) called for redemption shall have been made
available on the Redemption Date referred to in such notice, such Securities
(or
any portion thereof) will cease to bear interest on the date fixed for such
redemption specified in such notice and the only right of the Holders of such
Securities will be to receive payment of the Redemption Price.
In
the
event of redemption of this Security in part only, a new Security or Securities
of this Series and of like tenor for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation
hereof.
The
Securities of this Series will not be subject to any sinking fund.
If
an
Event of Default with respect to Securities of this Series shall occur and
be
continuing, the principal of the Securities of this Series may be declared
due
and payable in the manner and with the effect provided in the
Indenture.
Interest
payments with respect to this Security will be computed and paid on the basis
of
a 360-day year of twelve 30-day months for the actual number of days
elapsed.
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each Series to be affected under
the Indenture at any time by the Company and the Trustee with the consent of
the
Holders of a majority in principal amount of the Securities at the time
Outstanding of all Series to be affected (voting as a class). The Indenture
also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities of each Series at the time Outstanding, on behalf
of
the Holders of all Securities of such Series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder
of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of, premium, if any, and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.
This
Security shall be exchangeable for Securities registered in the names of Persons
other than the Depositary with respect to such Series or its nominee only as
provided in the Indenture. This Security shall be so exchangeable if (x) the
Depositary notifies the Company that it is unwilling or unable to continue
as
Depositary for such Series or at any time ceases to be a clearing agency
registered as such under the Exchange Act, (y) the Company executes and delivers
to the Trustee an Officers' Certificate providing that this Security shall
be so
exchangeable or (z) there shall have occurred and be continuing an Event of
Default with respect to the Securities of such Series. Securities so issued
in
exchange for this Security shall be of the same Series, having the same interest
rate, if any, and maturity and having the same terms as this Security, in
authorized denominations and in the aggregate having the same principal amount
as this Security and registered in such names as the Depositary for such Global
Security shall direct.
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security of the Series of which this Security is a part is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of and any premium and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or his attorney duly authorized in writing, and thereupon
one
or more new Securities of this Series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the
designated transferee or transferees.
The
Securities 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 therein set forth, Securities
of
this Series are exchangeable for a like aggregate principal amount of Securities
of this Series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
For
so
long as this Security is issued in the form of a Global Security, any notice
to
be given to the Holder of this Security shall be deemed to have been duly given
to such Holder when given to the Depositary, or its nominee, in accordance
with
its Applicable Procedures. Neither the Company nor the Trustee will have any
responsibility with respect to those policies and procedures or for any notices
or other communications among the Depositary, its direct and indirect
participants and the beneficial owners of this Security in global
form.
If
at any
time this Security is not represented by a Global Security, any notice to be
given to the Holder of this Security shall be deemed to have been duly given
to
such Holder upon the mailing of such notice to the Holder at such Holder's
address as it appears on the Security Register maintained by the Company or
its
agent as of the close of business preceding the day such notice is
given.
Neither
the failure to give any notice nor any defect in any notice given to the Holder
of this Security or any other Security of this Series will affect the
sufficiency of any notice given to another Holder of any Securities of this
Series.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
The
Indenture provides that the Company, at its option, (a) will be discharged
from
any and all obligations in respect of the Securities (except for certain
obligations to register the transfer or exchange of Securities, replace stolen,
lost or mutilated Securities, maintain paying agencies and hold moneys for
payment in trust) or (b) need not comply with certain restrictive covenants
of
the Indenture, in each case if the Company deposits, in trust, with the Trustee
money or U.S. Government Obligations which, through the payment of interest
thereon and principal thereof in accordance with their terms, will provide
money, in an amount sufficient to pay all the principal of, and premium, if
any,
and interest, if any, on the Securities on the dates such payments are due
in
accordance with the terms of such Securities, and certain other conditions
are
satisfied.
No
recourse shall be had for the payment of the principal of or the interest on
this Security, or for any claim based hereon, or otherwise in respect hereof,
or
based on or in respect of the Indenture or any indenture supplemental thereto,
against any incorporator, organizer, member, limited partner, stockholder,
officer or director, as such, past, present or future, of the Company or any
successor Person, 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.
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York without regard to principles of conflict of law except Section
5-1401 of the New York General Obligations Law.
All
terms
used in this Security which are defined in the Indenture shall have the meanings
ascribed to them in the Indenture.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to herein by manual signature, this Security shall not be entitled
to
any benefit under the Indenture or be valid or obligatory for any purpose.
IN
WITNESS WHEREOF, Southwestern Electric Power Company has caused this instrument
to be duly executed under its corporate seal.
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By:
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Treasurer
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This
is
one of the Securities of the Series designated herein and referred to in the
within-mentioned Indenture.
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Dated:
January 11, 0000
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XXX
XXXX XX XXX XXXX
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By:
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Authorized
Signatory
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FOR
VALUE
RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(PLEASE
INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING
NUMBER OF ASSIGNEE)
_______________________________________
________________________________________________________________
________________________________________________________________
(PLEASE
PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
________________________________________________________________
ASSIGNEE)
the within Note and all rights thereunder, hereby
________________________________________________________________
irrevocably
constituting and appointing such person attorney to
________________________________________________________________
transfer
such Note on the books of the Issuer, 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 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").
