EX-24 23 c29075_ex24.txt Exhibit 24 SOUTHWESTERN ELECTRIC POWER COMPANY I, Thomas G. Berkemeyer, Assistant Secretary of SOUTHWESTERN ELECTRIC POWER COMPANY, HEREBY CERTIFY that the following constitutes a true and exact copy of the resolutions duly adopted by the affirmative vote of a majority of the Board of Directors of said Company at a meeting of said Board duly and legally held on August 11, 2003, at which meeting a quorum of the Board of Directors of said Company was present and voting throughout. I further certify that said resolutions have not been altered, amended or rescinded, and that they are presently in full force and effect. GIVEN under my hand this 14th day of August, 2003. _/s/_Thomas G. Berkemeyer_____ Assistant Secretary SOUTHWESTERN ELECTRIC POWER COMPANY COLUMBUS, OHIO UNANIMOUS WRITTEN CONSENT BY DIRECTORS WITHOUT A MEETING -------------------------------------------------------- August 11, 2003 The undersigned, being all of the directors of Southwestern Electric Power Company (the "Company"), a Delaware corporation, do hereby adopt in writing without a meeting, pursuant to the provisions of Section 228 of the Delaware General Corporation Law, the following actions: The Chairman outlined a proposed financing program and the desirability of the Company for (i) filing a shelf registration statement with the Securities and Exchange Commission for the issuance, from time to time, of up to an aggregate $600 million of debt securities and/or trust preferred securities; (ii) issuing, from time to time, debt securities and/or trust preferred securities pursuant to that shelf registration statement; and (iii) issuing, from time to time, privately placed debt securities. Thereupon, on motion duly made and seconded, it was unanimously RESOLVED, that the preparation, execution, delivery and filing with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "1933 Act"), of a Registration Statement on Form S-3 of the Company and one or more trusts controlled by the Company (the "Trusts") (this Registration Statement as it may hereafter be amended, together with all exhibits filed therewith, is herein called the "Registration Statement", and the prospectus forming a part thereof is herein called the "Prospectus") for the registration for public offering from time to time of securities of the Company and the Trusts (the "Securities"), as shall result in gross proceeds to the Company of $600 million (or the equivalent thereof in one or more foreign currencies or one or more currency units), is hereby authorized, ratified and approved, with such changes therein and amendments (including post-effective amendments) thereto as the Proper Officers (as defined below) of the Company, shall approve, such approval to be conclusively evidenced by such filing; and further RESOLVED, that the Securities referred to in the preceding paragraph shall consist of: (i) senior debt securities, including medium term notes, (the "Senior Debt Securities") and subordinated debt securities (the "Subordinated Debt Securities" and, together with the Senior Debt Securities, the "Debt Securities"), to be issued from time to time in one or more series or to any Trust in exchange for Trust Preferred Securities (as defined below), in each case, under a new indenture or the Indenture dated as of February 25, 2000, by and between the Company and The Bank of New York, as trustee (the "Trustee"), to be amended or supplemented, if required, by one or more amendments or supplemental indentures, as the case may be, to be entered into by and between the Company and the trustee (collectively, the "Indenture"); and (ii) trust preferred securities (the "Trust Preferred Securities") to be issued from time to time by one or more of the Trusts under one or more Amended and Restated Declarations of Trust as shall be filed as exhibits to the Registration Statement; and (iii) guarantees by the Company of the obligations under the Trust Preferred Securities (the "Guarantees") and back-up undertakings; and further RESOLVED, that the Chairman of the Board, the President, any Vice President, the Treasurer or Assistant Treasurer of the Company (each, a "Proper Officer") are each hereby authorized, in the name of and on behalf of the Company, to cause to be prepared, to execute or to cause any Proper Officer, to execute and, when executed, to cause to be filed with the SEC in such form as any Proper Officer or such other officer may deem necessary or desirable, any and all amendments (including post-effective amendments) and supplements to the Registration Statement and the Prospectus, and any exhibits or other documents related thereto or required in connection therewith, as the Proper Officer executing the same shall approve, such approval to be conclusively evidenced by such execution and filing thereof; and that each such Proper Officer is hereby authorized to take any and all such further action in connection therewith as such officer may deem necessary or desirable in order that the Registration Statement may become and remain effective and in order that the Prospectus shall be kept current; and further RESOLVED, that, if determined to be advisable at a later date, each Proper Officer be, and hereby is, authorized in the name of and on behalf of the Company, to cause to be prepared, to execute or to cause any Proper Officer, to execute and, when executed, to cause to be filed with the SEC, a registration statement on Form S-3 (including exhibits and other documents related thereto) pursuant to Rule 462(b) under the 1933 Act covering the registration of additional Securities, and such additional Securities shall constitute Securities for all purposes of these resolutions; and further RESOLVED, that the execution, filing and other such actions as are necessary to cause the Trusts to join with the Company in executing and filing the Registration Statement for the purpose of registering under the 1933 Act for sale from time to time of Securities offered to the public by the Company pursuant to the Registration Statement by any Proper Officer or any duly appointed other officer or agent of the Company acting upon the instructions of any Proper Officer be, and hereby is, authorized, ratified and approved; and further RESOLVED, that each of the Treasurer, Assistant Treasurer, Secretary, Assistant Secretary or Chief Accounting Officer be, and hereby is, authorized and directed, in the name of and on behalf of the Company and the Trusts, to act as an attorney-in-fact for the Company and the Trusts, with full power to act and with full power of substitution and resubstitution, to sign the Registration Statement, any and all amendments (including post-effective amendments) and supplements to the Registration Statement or the 462(b) registration statement referred to in the second preceding resolution, together with any exhibits or other documents related thereto or required in connection therewith, in the name of and on behalf of the Company and the Trusts, and to file the same or cause the same to be filed with the SEC, with full power and authority to do and perform every act which such attorney-in-fact may deem necessary or desirable in connection therewith; and further RESOLVED, that any Proper Officer is hereby authorized to approve and effect the issuance and sale of one or more series of Securities, and, in connection therewith, to determine and approve any terms, conditions and other provisions of such Securities, as such Proper Officer shall deem to be in the best interests of the Company, subject to the limitation that such terms, conditions and other provisions shall not be inconsistent with those contained in (i) any applicable order of the SEC approving the issuance of Securities under the Public Utility Holding Company Act of 1935, and (ii) the Indenture; and further RESOLVED, that, subject to the limitations stated in these resolutions, any Proper Officer or any duly appointed other officer of the Company acting upon the instructions of a Proper Officer be, and hereby is, authorized to approve the form of any company order or supplemental indenture relating to any series of Securities, if such Proper Officer shall deem such company order or supplemental indenture to be required, with such changes therein as any Proper Officer may approve, such approval to be conclusively evidenced by execution and delivery of any such company order or supplemental indenture by such Proper Officer; that any Proper Officer or any duly appointed other officer of the Company acting upon the instructions of any Proper Officer is hereby authorized to approve the form of any Securities; that any Proper Officer is hereby authorized to execute and deliver, in the name of and on behalf of the Company, Securities of each series in the amount thereof and with such terms as shall have been determined by the Proper Officer pursuant to these resolutions; that the signature of each of such officers may be done by facsimile or manually; that Securities bearing the manual or facsimile signatures of individuals who were at any time a Proper Officer or a duly appointed other officer acting upon the instructions of a Proper Officer shall bind the Company, notwithstanding that such individuals or any of them may cease to hold such offices prior to the execution, authentication and delivery of such Securities; that any Proper Officer or a duly appointed other officer of the Company acting upon the instructions of the Proper Officer hereby is authorized to deliver or cause to be delivered the Securities of each issue for authentication and delivery in the principal amount thereof as shall have been determined by the Proper Officer and in accordance with the terms of the Indenture and the underwriting agreement relating to such securities; that, upon the authentication of the Securities, such Trustee will be authorized to deliver such Debt Securities as instructed by any Proper Officer or a duly appointed other officer acting upon the instructions of any Proper Officer; and that any Proper Officer is hereby authorized to take any and all actions necessary or desirable, in the name of and on behalf of the Company, to enable the Company to meet its obligations under the Indenture and the note or notes representing the Debt Securities which are issued; and further RESOLVED, that any Proper Officer or any duly appointed other officer or agent of the Company acting upon the instructions of any Proper Officer be, and hereby is, authorized to cause such actions and the execution and filing of such instruments as are necessary to form one or more Trusts under the laws of the State of Delaware for the purpose of issuing Trust Preferred Securities; and be it further RESOLVED, that each Trust heretofore or hereinafter established may issue and sell to the public or to the Company, and the Company may purchase from any Trust and sell to the public, Trust Preferred Securities, on terms and conditions as are set forth in an Amended and Restated Declaration of Trust related to such Trust Preferred Securities, and in doing so, the Company shall (i) subscribe for all common beneficial interests in such Trust for an aggregate contribution amount to be determined by a Proper Officer and (ii) cause such Trust to issue, sell and deliver Trust Preferred Securities in an amount to be determined by a Proper Officer; and further RESOLVED, that any Proper Officer is hereby authorized to appoint any one or more qualified banks or trust companies, having their principal offices in the United States and having a combined capital and surplus of at least $50,000,000 as such Proper Officer deems appropriate, as (i) Delaware trustee and property trustee under the Amended and Restated Declaration of Trust for each Trust, (ii) trustee with respect to the Guarantees issued by the Company relating to the Trust Preferred Securities and (iii) transfer agent and registrar for the Trust Preferred Securities of each Trust; and further RESOLVED, that, subject to the limitations stated in these resolutions, any Proper Officer is hereby authorized to approve the form of any Guarantee relating to any series of Trust Preferred Securities, with such changes therein as any Proper Officer may approve, such approval to be conclusively evidenced by execution and delivery of any such Guarantee by such Proper Officer; that any Proper Officer is hereby authorized to approve the form of any Guarantee; that any Proper Officer is hereby authorized to execute and deliver, in the name of and on behalf of the Company, a Guarantee in an amount sufficient to guarantee the obligations of a Trust in connection with the issuance by such Trust of Trust Preferred Securities; that the signature of each of such officers may be done by facsimile or manually; that Guarantees bearing the manual or facsimile signatures of individuals who were at any time a Proper Officer shall bind the Company, notwithstanding that such individuals or any of them may cease to hold such offices prior to the execution, authentication and delivery of such Guarantees; and that any Proper Officer is hereby authorized to take any and all actions necessary or desirable, in the name of and on behalf of the Company, to enable the Company to meet its obligations under the Guarantees which are issued. The Chairman further stated that, in connection with the filing with the SEC of one or more Registration Statements relating to the proposed issuance and sale of the Securities, there was to be filed with the SEC a Power of Attorney, dated August 28, 2003, executed by the officers and directors of this Company appointing true and lawful attorneys to act in connection with the filing of such Registration Statement(s) (including any Registration Statement on Form S-3 pursuant to Rule 462(b) under the 1933 Act covering the registration of additional securities) and any and all amendments thereto. Thereupon, on motion duly made and seconded, the following preambles and resolutions were unanimously adopted: WHEREAS, the Company proposes to file with the SEC one or more Registration Statements (including any Registration Statement on Form S-3 pursuant to Rule 462(b) under the 1933 Act covering the registration of additional securities) for the registration pursuant to the applicable provisions of the Securities Act of 1933, as amended, of Securities of the Company and the Trusts as shall result in gross proceeds to the Company of $600 million (or the equivalent thereof in one or more foreign currencies or one or more currency units); and WHEREAS, in connection with said Registration Statement(s), there is to be filed with the SEC a Power of Attorney, dated August 28, 2003, executed by certain of the officers and directors of this Company appointing E. Linn Draper, Jr., Susan Tomasky, Armando A. Pena and Geoffrey S. Chatas, or any one of them, their true and lawful attorneys, with the powers and authority set forth in said Power of Attorney; NOW, THEREFORE, BE IT RESOLVED, that each and every one of said officers and directors be, and they hereby are, authorized to execute said Power of Attorney; and further RESOLVED, that any and all action hereafter taken by any of said named attorneys under said Power of Attorney be, and the same hereby is, ratified and confirmed and that said attorneys shall have all the powers conferred upon them and each of them by said Power of Attorney; and further RESOLVED, that said Registration Statement(s) and any amendments thereto, hereafter executed by any of said attorneys under said Power of Attorney be, and the same hereby are, ratified and confirmed as legally binding upon this Company to the same extent as if the same were executed by each said officer and director of this Company personally and not by any of said attorneys. The Chairman explained that, with respect to the issuance of up to $600 million of Debt Securities through one or more agents under a medium term note program, the Company could enter into a Selling Agency Agreement with securities dealers yet to be determined. Thereupon, upon motion duly made and seconded, it was unanimously RESOLVED, that each Proper Officer be, and hereby is, authorized to execute and deliver in the name and on behalf of this Company, a Selling Agency Agreement with such securities dealers in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval; and further RESOLVED, that each Proper Officer of the Company be, and hereby is, authorized to execute and deliver such other documents and instruments, and to do such other acts and things, that in their judgment may be necessary or desirable in connection with the transactions authorized in the foregoing resolutions. The Chairman further explained that with respect to the issuance of Securities, it would be advisable for the Board to authorize the appropriate officers of the Company to take such other action as may be necessary to issue the Securities. Thereupon, upon motion duly made and seconded, it was unanimously RESOLVED, that, subject to the limitations stated in these resolutions, any Proper Officer be, and hereby is, authorized to approve the terms, conditions and other provisions of any agency agreement, underwriting agreement, selling agreement, remarketing agreement or such other similar agreements between the Company and the agents, underwriters or dealers, as the case may be, to be named therein (collectively, the "Underwriting Agreements"), providing for, among other things, the sale of any Debt Securities or Trust Preferred Securities authorized by these resolutions by or to such agents, underwriters or dealers, as the case may be or the remarketing thereof; and any Proper Officer is hereby authorized, in the name of and on behalf of the Company, to execute and deliver such Underwriting Agreements, with such changes therein, if any, as the officer executing the same may approve, such approval to be conclusively evidenced by such execution and delivery; and further RESOLVED, that it is desirable and in the best interest of the Company that the Securities authorized by these resolutions be qualified and registered for sale in various jurisdictions; that any Proper Officer or a duly appointed other officer acting upon the instructions of any Proper Officer is hereby authorized to determine the jurisdiction in which appropriate action shall be taken to qualify or register for sale all or such part of such Securities as such officers may deem necessary or advisable; that such officers hereby are authorized to perform, in the name of and on behalf of the Company, any and all such acts as they may deem necessary or advisable in order to comply with the applicable laws of any such states, and in connection therewith to execute and file all requisite papers and documents, including but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that the execution by such officers of any such paper or document or the doing by them of any act in connection with the foregoing matters shall conclusively establish their authority therefor from the Company and the approval and ratification by the Company of the papers and documents so executed and the action, so taken; and further RESOLVED, that any Proper Officer or any duly appointed other officer of the Company acting upon the instructions of any Proper Officer be, and hereby is, authorized, to apply to any securities exchange if such application is determined to be in the best interests of the Company by such Proper Officer, which determination shall be conclusively evidenced by the filing of such application with such exchange, for the listing of the aggregate amount of Securities authorized by these resolutions (or the equivalent thereof in one or more foreign currencies or one or more currency units), and to cause to be prepared, to execute and, when executed, to cause to be filed with such exchange a listing application or applications with respect thereto and any agreements or other documents required in connection therewith, in the name of and on behalf of the Company, to make such changes in any of the same as may be necessary to conform with the requirements for listing, and to appear, if requested, before the officials of such exchange and to make all appropriate registrations or applications under any applicable securities laws, and further RESOLVED, that the form of any indemnity agreement required by any such exchange in connection with any such listing application in respect of the Securities is hereby approved and any Proper Officer, or a duly appointed other officer acting upon the instructions of any Proper Officer, is hereby authorized to execute and deliver an agreement in such form, and that the facsimile signatures to be employed as the signatures to be affixed to the Securities authorized by these resolutions, in the name of and on behalf of the Company, are hereby approved, such approval to be conclusively evidenced by such execution and delivery. The Chairman then stated that one or more insurance companies or other institutions may insure the payment of principal and interest on certain types of Securities as such payments become due or provide other methods of credit enhancement pursuant to a financial guaranty insurance or other policy or agreement ("Insurance Agreement"). In this connection, the Company proposes to enter into one or more Insurance Agreements, in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval. Thereupon, after discussion, on motion duly made and seconded, it was unanimously RESOLVED, that in order to enhance the credit of one or more series of Securities, each Proper Officer be, and hereby is, authorized to execute and deliver on behalf of the Company one or more Insurance Agreements with an insurance company or other institution of his or her choice, in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval; and further RESOLVED, that each Proper Officer be, and hereby is, authorized on behalf of the Company to take such further action and do all other things that any one of them shall deem necessary or appropriate in connection with the Insurance Agreement. The Chairman then stated that it may be advisable to issue Securities to one or more private investors. The Chairman recommended that the Board authorize the appropriate officers to issue such Securities to that class of investors. Thereupon, after discussion, on motion duly made and seconded, it was unanimously RESOLVED, that any Proper Officer of the Company is hereby authorized, directed and empowered in the name and on behalf of the Company, to execute, file and deliver any document, including any amendments, modifications or supplements thereto, required for the Company to issue Securities to one or more private investors, including, by way of illustration and not by way of limitation, the following: (i) determine from time to time the number of series, rates, terms and principal amount of the Securities to be sold and issued up to such aggregate principal amount; (ii) enter into an indenture, company order or similar instrument for the Securities, including modifications or supplements thereto and to appoint agents thereunder; (iii) enter into a trust agreement for the Securities, including any amendments, modifications or supplements thereto and to appoint a trustee under such trust agreement; (iv) enter into underwriting, distribution, purchase or similar agreements for the Securities, including any amendments, modifications or supplements thereto; (v) appoint attorneys-in-fact to act on behalf of any of the officers or directors of the Company in connection with the issuance and sale of the Securities; (vi) determine the compensation to be paid, if any, for arranging the sale of the Securities; (vii) take all actions necessary or desirable under the securities or Blue Sky laws of the various states relating to the Securities; (viii) prepare, execute and deliver all instruments (manually, electronically or by facsimile), which may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Chairman advised the meeting that it was proposed to designate independent counsel for the successful bidder or bidders and/or agents of the Company for the new series of Securities proposed to be issued and sold in connection with the proposed financing program of the Company. Thereupon, on motion duly made and seconded, it was unanimously RESOLVED, that Dewey Ballantine LLP be, and said firm hereby is, designated as independent counsel for the successful bidder or bidders and/or agents of the Company for the new series of Securities of this Company proposed to be issued and sold in connection with the proposed financing program of this Company. The Chairman stated that it may be desirable to enter into one or more treasury hedge agreements, such as a treasury lock agreement, treasury put option or interest rate collar agreement ("Treasury Hedge Agreements") to protect against future interest rate movements in connection with the issuance of the Securities. He recommended that the Board authorize the appropriate officers of the Company to enter into one or more Treasury Hedge Agreements, provided that the amount covered by any Treasury Hedge Agreement would not exceed the principal or liquidation amount of Securities the Company anticipates offering and that the term of such Treasury Hedge Agreement will not exceed 90 days. Thereupon, it was, on motion duly made and seconded, unanimously RESOLVED, that the Proper Officers of this Company be, and each of them hereby is, authorized to execute and deliver in the name and on behalf of this Company, one or more Treasury Hedge Agreements in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval, provided that the amount covered by any Treasury Hedge Agreement would not exceed the principal or liquidation amount of Securities the Company anticipates offering and that the term of such Treasury Hedge Agreement will not exceed 90 days; and further RESOLVED, that the Proper Officers of the Company be, and they hereby are, authorized to execute and deliver such other documents and instruments, and to do such other acts and things, that in their judgment may be necessary or desirable in connection with the transactions authorized in the foregoing resolutions. The Chairman further stated that it would be desirable to authorize the Proper Officers of the Company on behalf of the Company, to enter into one or more term loan or note purchase agreements, in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval ("Term Loan Agreement"), with one or more as yet unspecified commercial banks, financial institutions or other institutional investors, which would provide for the Company to borrow up to $600 million. Such borrowings would be evidenced by an unsecured promissory note or notes ("Term Note") of the Company bearing interest to maturity at either a fixed rate, floating rate, or combination thereof and such other terms, conditions and other provisions that shall not be inconsistent with those contained in any applicable order of the SEC approving the issuance of Securities under the Public Utility Holding Company Act of 1935. Thereupon, upon motion duly made and seconded, it was unanimously RESOLVED, that the Proper Officers of this Company be, and each of them hereby is, authorized to execute and deliver in the name and on behalf of this Company, one or more Term Loan Agreements in such form as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval, at either a fixed rate of interest or a fluctuating rate of interest or a combination thereof and such other terms, conditions and other provisions that shall not be inconsistent with those contained in any applicable order of the SEC approving the issuance of Securities under the Public Utility Holding Company Act of 1935; and further RESOLVED, that the Proper Officers of this Company be, and they hereby are, authorized, in the name and on behalf of this Company, to borrow from one or more commercial banks, financial institutions or other institutional investors, up to $600 million, upon the terms and subject to the conditions of the Term Loan Agreement as executed and delivered; and in connection therewith, to execute and deliver a promissory note, with such insertions therein and changes thereto consistent with such Term Loan Agreement as shall be approved by the officer executing the same, such execution to be conclusive evidence of such approval; and further RESOLVED, that the proper officers of this Company be, and they hereby are, authorized to execute and deliver such other documents and instruments, and to do such other acts and things, that in their judgment may be necessary or desirable in connection with the transactions authorized in the foregoing resolutions. EFFECTIVE AS OF AUGUST 11, 2003. /s/ E. Linn Draper, Jr._____ /s/ Thomas M. Hagan_________ E. Linn Draper, Jr. L.S. Thomas M. Hagan L.S. /s/ Geoffrey S. Chatas_____ /s/ Armando A. Pena_________ Geoffrey S. Chatas Armando A. Pena L.S. /s/ Jeffrey D. Cross_______ /s/ Robert P. Powers________ Jeffrey D. Cross Robert P. Powers L.S. /s/ Henry W. Fayne__________ /s/ Thomas V. Shockley, III_ Henry W. Fayne L.S. Thomas V. Shockley, III L.S. /s/ Susan Tomasky___________ Susan Tomasky L.S.