1.
|
The
Company’s 6.05% Senior Notes, Series G, due 2018 (the “Notes”) are hereby
established. The Notes shall be in substantially the form attached hereto
as Exhibit 1.
|
2.
|
The
terms and characteristics of the Notes shall be as follows (the numbered
clauses set forth below correspond to the numbered subsections of Section
2.01 of the Indenture, with terms used and not defined herein having the
meanings specified in the Indenture or in the
Notes):
|
|
(i)
|
the
aggregate principal amount of Notes which may be authenticated and
delivered under the Indenture shall be limited to $350,000,000, except as
contemplated in Section 2.01(i) of the
Indenture;
|
|
(ii)
|
the
date on which the principal of the Notes shall be payable shall be May 1,
2018;
|
|
(iii)
|
interest
shall accrue from the date of authentication of the Notes; the Interest
Payment Dates on which such interest will be payable shall be May 1 and
November 1, and the Regular Record Date for the determination of holders
to whom interest is payable on any such Interest Payment Date shall be
April 15 and October 15, respectively; provided that the first Interest
Payment Date shall be November 1, 2008 and interest payable on the Stated
Maturity Date or any Redemption Date shall be paid to the Person to whom
principal shall be paid;
|
|
(iv)
|
the
interest rate at which the Notes shall bear interest shall be 6.05% per
annum;
|
|
(v)
|
the
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 Notes being redeemed and (ii) the sum of the
present values of the remaining scheduled payments of principal and
interest on the 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 35 basis points, plus, in each case,
accrued interest thereon to the date of
redemption.
|
·
|
the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining
life (as defined above), yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month);
or
|
·
|
if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using 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.
|
|
(vi)
(a) the Notes shall be issued in the form of a Global Note; (b) the
Depositary for such Global Note shall be The Depository Trust Company; and
(c) the procedures with respect to transfer and exchange of Global Notes
shall be as set forth in the form of Note attached
hereto;
|
|
(vii)
|
the
title of the Notes shall be “6.05% Senior Notes, Series G, due
2018”;
|
|
(viii)
|
the
form of the Notes shall be as set forth in Paragraph 1,
above;
|
|
(ix)
|
not
applicable;
|
|
(x)
|
the
Notes may be subject to a Periodic
Offering;
|
|
(xi)
|
not
applicable;
|
|
(xii)
|
not
applicable;
|
(xiii)
|
not
applicable;
|
(xiv)
|
the
Notes shall be issuable in denominations of $2,000 and integral multiples
of $1,000;
|
|
(xv)
|
not
applicable;
|
(xvi)
|
the
Notes shall not be issued as Discount
Securities;
|
|
(xvii)
|
not
applicable;
|
(xviii)
|
not
applicable; and
|
|
(xix)
|
Limitations
on Liens:
|
·
|
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;
|
·
|
Financing
of the Company’s accounts receivable for electric
service;
|
·
|
Any
extensions, renewals or replacements (or successive extensions, renewals
or replacements), in whole or in part, of liens permitted by the foregoing
clauses; and
|
·
|
The
pledge of any bonds or other securities at any time issued under any of
the Secured Debt permitted by the above
clauses.
|
3.
|
You
are hereby requested to authenticate $350,000,000 aggregate principal
amount of 6.05% Senior Notes, Series G, due 2018, executed by the Company
and delivered to you concurrently with this Company Order and Officers’
Certificate, in the manner provided by the
Indenture.
|
4.
|
You
are hereby requested to hold the Notes as custodian for DTC in accordance
with the Blanket Issuer Letter of Representations dated November 20, 2003,
from the Company to DTC.
|
5.
|
Concurrently
with this Company Order and Officers’ Certificate, an Opinion of Counsel
under Sections 2.04 and 13.06 of the Indenture is being delivered to
you.
|
6.
|
The
undersigned Renee V. Hawkins and Thomas G. Berkemeyer, the Assistant
Treasurer and Assistant Secretary, respectively, of the Company do hereby
certify that:
|
|
(i)
|
we
have read the relevant portions of the Indenture, including without
limitation the conditions precedent provided for therein relating to the
action proposed to be taken by the Trustee as requested in this Company
Order and Officers’ Certificate, and the definitions in the Indenture
relating thereto;
|
|
(ii)
|
we
have read the Board Resolutions of the Company and the Opinion of Counsel
referred to above;
|
|
(iii)
|
we
have conferred with other officers of the Company, have examined such
records of the Company and have made such other investigation as we deemed
relevant for purposes of this
certificate;
|
|
(iv)
|
in
our opinion, we have made such examination or investigation as is
necessary to enable us to express an informed opinion as to whether or not
such conditions have been complied with;
and
|
|
(v)
|
on
the basis of the foregoing, we are of the opinion that all conditions
precedent provided for in the Indenture relating to the action proposed to
be taken by the Trustee as requested herein have been complied
with.
|
No. R1
|
|||||||
COLUMBUS
SOUTHERN POWER COMPANY
|
|||||||
6.05%
Senior Notes, Series G, due 2018
|
|||||||
CUSIP: 199575
AW1
|
Original
Issue Date: May 16, 2008
|
||||||
Stated
Maturity: May 1, 2018
|
Interest
Rate:
|
6.05%
|
|||||
Principal
Amount: $350,000,000
|
|||||||
Redeemable:
|
Yes
|
X
|
No
|
||||
In
Whole:
|
Yes
|
X
|
No
|
||||
In
Part:
|
Yes
|
X
|
No
|
||||
·
|
the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical
release designated “H.15(519)” or any successor publication which is
published weekly by the Board of Governors of the Federal Reserve System
and which establishes yields on actively traded U.S. Treasury securities
adjusted to constant maturity under the caption “Treasury Constant
Maturities,” for the maturity corresponding to the Comparable Treasury
Issue (if no maturity is within three months before or after the remaining
life (as defined above), yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue will be determined
and the Treasury Rate will be interpolated or extrapolated from such
yields on a straight line basis, rounding to the nearest month);
or
|
·
|
if
such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using 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.
|
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”).
|