Exhibit 4(c)
================================================================================
SOUTHWESTERN ELECTRIC POWER COMPANY
and
THE BANK OF NEW YORK,
AS TRUSTEE
-------------------
________ SUPPLEMENTAL INDENTURE
Dated as of ________ __, ____
Supplemental to the Indenture
dated as of February 25, 2000
______% Senior Notes, Series _, Due ____
================================================================================
________ SUPPLEMENTAL INDENTURE, dated as of ________, ____, 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.
The Company has issued $200,000,000 aggregate principal amount of its
Floating Rate Notes, Due 2005 pursuant to the Original Indenture and the Second
Supplemental Indenture, dated June 26, 2002.
The Company has issued $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.
The Company desires to create a series of the Senior Notes in an
aggregate principal amount of up to $___________ to be designated the "____%
Senior Notes, Series _, Due ____" (the "____% Senior Notes"), and all action on
the part of the Company necessary to authorize the issuance of the ____% Senior
Notes under the Original Indenture and this ________ Supplemental Indenture has
been duly taken.
All acts and things necessary to make the ____% Senior Notes, when
executed by the Company and completed, authenticated and delivered by the
Trustee as provided in the Original Indenture and this ________ 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 ________ SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase
of the ____% 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 ____% 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 ____% Senior Notes
SECTION 201. ISSUE OF ____% SENIOR NOTES
A series of Senior Notes which shall be designated the "____% Senior
Notes, Series _, Due ____" 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 ________ Supplemental Indenture (including the form of Global Security set
forth in EXHIBIT A hereto). The aggregate principal amount of the ____% Senior
Notes, which may be authenticated and delivered under this ________ Supplemental
Indenture shall not, except as permitted by the provisions of the Original
Indenture, exceed $-----------.
SECTION 202. FORM OF ____% SENIOR NOTES, INCORPORATION OF TERMS
The form of the ____% Senior Notes shall be substantially in the form of
the Global Security attached hereto as EXHIBIT A attached hereto. The terms of
such ____% Senior Notes are herein incorporated by reference --------- and are
part of this ________ Supplemental Indenture.
SECTION 203. DEPOSITARY FOR GLOBAL SECURITIES
The Depositary for any Global Securities of the series of which this
____% 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 ____% Senior Notes.
2
SECTION 205. PLACE OF PAYMENT
The Place of Payment in respect of the ____% 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 ________ Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this ________ 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 ________ 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 ________ Supplemental
Indenture shall bind its successors and assigns, whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE
In case any provision in this ________ Supplemental Indenture or in the
____% 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 ________ SUPPLEMENTAL INDENTURE
Nothing in this ________ Supplemental Indenture or in the ____% 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 ________ Supplemental Indenture.
3
SECTION 307. EXECUTION AND COUNTERPARTS
This ________ 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 ________
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.
SOUTHWESTERN ELECTRIC POWER COMPANY
By
------------------------------
Name:
Title:
Attest:
-------------------------
Name:
Title:
THE BANK OF NEW YORK,
as Trustee
By
------------------------------
Name:
Title:
4
Attest:
-------------------------
Name:
Title:
5
STATE OF __________)
: ss.:
COUNTY OF _________)
On the ______ day of ________________, _______, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that he is a ______________ of Southwestern Electric Power Company, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
-----------------------------
STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )
On the ______ day of ________________, _______, before me personally came
_______________, to me known, who, being by me duly sworn, did depose and say
that he is a Vice President of The Bank of New York, a New York banking
corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
-----------------------------
6
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 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 inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
SOUTHWESTERN ELECTRIC POWER COMPANY
____% Senior Notes, Due ____
No. 1
$___________
CUSIP NO. ___________
SOUTHWESTERN ELECTRIC POWER COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (the "Company", which term
includes any successor under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of ______________________________ DOLLARS ($___________) on
__________, ____ (the "Final Maturity"), and to pay interest thereon from
__________, ____ or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, semi-annually in arrears on __________ and
__________ in each year, commencing __________, ____, at the rate of ____%,
until the principal hereof is paid or made available for payment.
A-1
The amount of interest payable for any period will be computed on the
basis of a 360-day year for the actual number of days elapsed. If any Interest
Payment Date (other than the Stated Maturity hereof or a Redemption Date
herefor) would otherwise be a day that is not a Business Day, the Interest
Payment Date will be postponed to the next succeeding Business Day, except that
if such Business Day falls in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day. If the Stated
Maturity hereof or any Redemption Date herefor is not a Business Day, then
payment of principal and interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), in each case with the same force and
effect as if made on such date. A "Business Day" shall mean any day, except a
Saturday, a Sunday or a legal holiday in The City of New York on which banking
institutions are authorized or required by law, regulation or executive order to
close.
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 fifteenth calendar day immediately preceding the
Interest Payment Date (whether or not a Business Day). 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 any 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, in such coin or
currency of the United States of America as at the time of payment is legal
tender for 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 its
Applicable Procedures, in the coin or currency specified above and as further
provided on the reverse hereof.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
A-2
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof 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.
Dated: ___________
SOUTHWESTERN ELECTRIC POWER COMPANY
By __________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within mentioned Indenture.
Dated:______________ THE BANK OF NEW YORK,
A NEW YORK BANKING CORPORATION,
as Trustee
By
--------------------------------------
Authorized Signatory
A-3
[Form of Reverse of Global Security]
SOUTHWESTERN ELECTRIC POWER COMPANY
____% Senior Notes, Series _, Due ____
This Security is one of a duly authorized issue of securities of the
Company (herein called 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 (herein called the "Indenture", which term shall
have the meaning assigned to it in such instrument), between the Company and The
Bank of New York, as Trustee (herein called the "Trustee", which term includes
any successor trustee under 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
$___________. 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.
This Security 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 (the "Redemption Date") at a redemption price equal to the greater of (i)
100% of the principal amount 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
___ basis points, plus, in each case, accrued interest thereon to the date of
redemption (the "Redemption Price").
"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
A-4
pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) on the ________ 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 ________ Business Day, the Reference Treasury
Dealer Quotation for such redemption date.
"Independent Investment Banker" means one of the Reference
Treasury Dealers appointed by the Company and reasonably
acceptable to the Trustee.
"Reference Treasury Dealer" means a primary U. S. government
securities dealer in New York City selected by the Company and
reasonably acceptable to the Trustee.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at or before 5:00 p.m., New York City
time, on the ________ Business Day preceding such redemption date.
If notice has been given as provided in the Indenture and funds for the
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.
A-5
Interest payments with respect to this Security will be computed and paid
on the basis of a 360-day year 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 each 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 and any premium 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 Securities Exchange Act of 1934,
(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
exchangeable for definitive Securities in registered form 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.
A-6
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 (or Foreign Government Obligations,
if the Securities are denominated in a foreign currency or currencies) which,
through the payment of interest
A-7
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 laws
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 assigned to them in the Indenture.
A-8
