ex4dorderseriese.htm
Exhibit
4(d)
ORDER
FOR
AUTHENTICATION AND DELIVERY OF SECURITIES
January
11, 2007
THE
BANK
OF NEW YORK
As
Trustee under the
Indenture,
dated
as of February 25, 2000, as
amended
and
supplemented, between
Southwestern
Electric Power Company
and
The
Bank of New York
101
Barclay Street
New
York, New York 10286
Ladies
and Gentlemen:
Southwestern
Electric Power Company, a
Delaware corporation (the "Company"), has executed and delivered to you, as
Trustee, for authentication and delivery pursuant to the provisions of Section
303 of the Company's Indenture, dated as of February 25, 2000 (the "Original
Indenture"), between the Company and you, as Trustee, as heretofore amended
and
supplemented and as further amended and supplemented by the Fifth Supplemental
Indenture, dated as of January 11, 2007, between the Company and you, as Trustee
(the "Supplemental Indenture" and, together with the Original Indenture, the
"Indenture"), $250,000,000 aggregate principal amount of the Company's 5.55%
Senior Notes, Series E, due 2017 (the "Securities"), in definitive fully
registered global form without coupons, and issued in the name of Cede & Co.
as nominee of The Depository Trust Company.
In
this connection, there have been
delivered to you (a) a photocopy of the order of the Securities and Exchange
Commission under the Securities Act of 1933, as amended, dated August 25, 2003
(the "Order") with respect to the effectiveness of Registration Statement Nos.
333-108045, 333-108045-1, 333-108045-2 and 333-108045-3 of the Company, relating
to the Securities, and (b) an executed counterpart of the Supplemental Indenture
relating to the Securities.
The
following additional documents are
attached hereto or have been delivered to you separately this day:
1. Certified
copies of resolutions (the "Resolutions") of the Board of Directors of the
Company relating to the Securities:
(a) authorizing
the
execution by the Company of the Supplemental Indenture; and
(b) authorizing
the
execution of the Securities by the Company and the authentication and delivery
thereof by or on behalf of you, as Trustee, pursuant to the provisions of
Section 303 of the Original Indenture.
2. An
Officers'
Certificate, pursuant to Sections 102 and 303 of the Original
Indenture.
3. The
opinion
of Thomas G. Berkemeyer, Esq., counsel for the Company, pursuant to Sections
102, 303 and 903 of the Original Indenture.
The
Supplemental Indenture sets forth
the form, terms, provisions and characteristics of the Securities, and amends
the Original Indenture in the particulars and to the extent provided in the
Supplemental Indenture.
You,
as Trustee, are hereby (i)
authorized and directed to authenticate $250,000,000 aggregate principal amount
of the Securities, executed by the Company and delivered to you concurrently
with this order, in the manner provided by the Indenture and (ii) requested
to
hold the Securities as custodian for The Depository Trust Company ("DTC") in
accordance with the Blanket Letter of Representations dated June 23, 2005 from
the Company and you, as Trustee, to DTC.
Kindly
acknowledge receipt of this
Company Order, including the documents listed herein, and confirm the
arrangements set forth herein by signing and returning a copy of this
letter.
Very
Truly yours,
SOUTHWESTERN
ELECTRIC
POWER
COMPANY
By /s/
Stephen P.
Smith
Stephen
P. Smith
Vice
President
By /s/
Stephan T. Haynes
Stephan T. Haynes
Assistant
Treasurer
Acknowledged
by Trustee:
THE
BANK
OF NEW YORK
By /s/
Mary
LaGumina
Mary
LaGumina
Authorized
Signatory
Date: January
11, 2007