SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 18, 1998
(Date of Report (Date of earliest event reported))
Columbus Southern Power Company
Exact name of registrant as specified in its charter)
Ohio 1-2680 31-4154203
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
215 North Front Street, Columbus, Ohio 43215
(Address of principal executive offices) (Zip Code)
614/464-7700
(Registrant's telephone number, including area code)
Item 5. Other Events.
On June 18, 1998, Columbus Southern Power Company, an Ohio
corporation (the "Company"), delivered to Bankers Trust Company, as
trustee ("the "Trustee"), under that certain Indenture between the
Company and the Trustee dated September 1, 1997, a Company Order
and Officers' Certificate, dated June 18, 1998, relating to the
sale of $150,000,000 aggregate principal amount of its Unsecured
Medium Term Notes, Series B, Due From Nine Months to Forty-Two
Years From Date of Issue (the "Securities"), under a Registration
Statement on Form S-3 (No. 333-54025), as amended.
This Current Report on Form 8-K is being filed for the purpose
of filing as an exhibit the Company Order and Officers'
Certificate, dated June 18, 1998, establishing certain terms of the
Unsecured Medium Term Notes, Series B.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
(4)(e)(i) Company Order and Officers'
Certificate, dated June 18, 1998,
establishing certain terms of the
Unsecured Medium Term Notes, Series
B.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
COLUMBUS SOUTHERN POWER COMPANY
(Registrant)
/s/ A. A. Pena_______
A. A. Pena, Treasurer
June 18, 1998
Exhibit 4(e)(i)
June 18, 1998
Company Order and Officers' Certificate
Unsecured Medium Term Notes, Series B
Bankers Trust Company, as Trustee
Four Albany Street
New York, New York 10006
Attn: Corporate Trust Division
Ladies and Gentlemen:
Pursuant to Article Two of the Indenture, dated as of September 1,
1997 (as it may be amended or supplemented, the "Indenture"), from
Columbus Southern Power Company (the "Company") to Bankers Trust
Company, as trustee (the "Trustee"), and the Board Resolutions
dated April 22, 1998, a copy of which certified by the Secretary or
an Assistant Secretary of the Company is being delivered herewith
under Section 2.01 of the Indenture, and unless otherwise provided
in a subsequent Company Order pursuant to Section 2.04 of the
Indenture,
1. The Company's Unsecured Medium Term Notes, Series B
(the "Notes") are hereby established and shall be subject to
a Periodic Offering. Fixed Rate Notes shall be in
substantially the form attached hereto as Exhibit 1 and
Floating Rate Notes shall be in substantially the form
attached hereto as Exhibit 2.
2. The terms and characteristics of the Notes shall be
as follows (the numbered clauses set forth below corresponding
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):
(i) the aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture shall be
limited to $150,000,000, except as contemplated in
Section 2.01(i) of the Indenture;
(ii) the date or dates on which the principal of the
Notes shall be payable shall be determined by an officer
of the Company and communicated to the Trustee by
Instructions, as defined below, or otherwise in
accordance with procedures, acceptable to the Trustee,
specified in a Company Order or Orders (both of such
methods of determination being hereinafter referred to as
"determined pursuant to Instructions); provided, however,
that no Note shall have a term of less than nine months
or more than 42 years;
(iii) interest shall accrue from the date of
authentication of the Notes; with respect to fixed rate
Notes, the Interest Payment Dates on which such interest
will be payable shall be March 1 and September 1 or such
other date or dates as determined pursuant to
Instructions, with respect to floating rate Notes, the
Interest Payment Dates shall be as determined pursuant to
Instructions; the Regular Record Date shall be the
fifteenth calendar day immediately preceding the related
Interest Payment Date or such other date or dates as
determined pursuant to Instructions; provided however
that if the Original Issue Date of a Note shall be after
a Regular Record Date and before the corresponding
Interest Payment Date, payment of interest shall commence
on the second Interest Payment Date succeeding such
Original Issue Date and shall be paid to the Person in
whose name this Note was registered on the Regular Record
Date for such second Interest Payment Date; and provided
further, that interest payable on Stated Maturity Date or
any Redemption Date shall be paid to the Person to whom
principal shall be paid;
(iv) the interest rate or rates, or interest rate formula
or formulas, if any, at which the Notes, or any Tranche
thereof, shall bear interest shall be determined pursuant
to Instructions;
(v) the terms, if any, regarding the redemption, purchase
or repayment of such series, shall be determined pursuant
to Instructions;
(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 "Unsecured Medium
Term Notes, Series B";
(viii) the form of the Notes shall be as set forth in
Paragraph 1, above;
(ix) the maximum interest rate on fixed rate Notes shall
not exceed by 2.5% the yield to maturity at the date of
pricing on United States Treasury Bonds of comparable
maturity and the initial interest rate on any floating
rate Note shall not exceed 10%;
(x) the Notes shall be subject to a Periodic Offering;
(xi) not applicable;
(xii) any other information necessary to complete the
Notes shall be determined pursuant to Instructions;
(xiii) not applicable;
(xiv) not applicable;
(xv) not applicable;
(xvi) whether any Notes shall be issued as Discount
Securities and the terms thereof shall be determined
pursuant to Instructions;
(xvii) not applicable;
(xviii) not applicable; and
(xix) any other terms of the Notes not inconsistent with
the Indenture may be determined pursuant to Instructions.
3. You are hereby requested to authenticate, from time
to time after the date hereof and in the manner provided by
the Indenture, such aggregate principal amount of the Notes
not to exceed $150,000,000 as shall be set forth in
Instructions (the "Instructions") in substantially the form
attached hereto as Exhibit 3 for Fixed Rate Notes and Exhibit
4 for Floating Rate Notes.
4. You are hereby requested to hold the Notes
authenticated pursuant to each of the Instructions in
accordance with the Administrative Procedures attached as
Exhibit A to the Selling Agency Agreement dated June 18, 1998,
between the Company and each of the agents named therein.
5. Concurrently with this Company Order, an Opinion of
Counsel under Sections 2.04 and 13.06 of the Indenture is
being delivered to you.
6. The undersigned Armando A. Pena and John F. Di
Lorenzo, Jr., the Treasurer and 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.
Kindly acknowledge receipt of this Company Order and Officers'
Certificate, including the documents listed herein, and confirm the
arrangements set forth herein by signing and returning the copy of
this document attached hereto.
Very truly yours,
COLUMBUS SOUTHERN POWER COMPANY
By: /s/ A. A. Pena____________
Treasurer
And: /s/ John F. Di Lorenzo, Jr.
Secretary
Acknowledged by Trustee:
By: /s/ Scott F. Thiel___
_____________________
Exhibit 1
[Unless this certificate is presented by an authorized representa-
tive of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered
in the name of Cede & Co. or in such other name as is requested by
an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., 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.]
No.
COLUMBUS SOUTHERN POWER COMPANY
Unsecured Medium Term Note, Series B
(Fixed Rate)
CUSIP: Original Issue Date:
Stated Maturity: Interest Rate:
Principal Amount:
Redeemable: Yes ____ No ____
In Whole: Yes ____ No ____
In Part: Yes ____ No ____
Initial Redemption Date:
Redemption Limitation Date:
Initial Redemption Price:
Reduction Percentage:
COLUMBUS SOUTHERN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Ohio (herein referred
to as the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO. or registered assigns, the
Principal Amount specified above on Stated Maturity specified
above, and to pay interest on said Principal Amount from the
Original Issue Date specified above or from the most recent
interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, [semi-
annually in arrears on March 1 and September 1 in each year,]
commencing (except as provided in the following sentence) with the
Interest Payment Date next succeeding the Original Issue Date
specified above, 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, as provided in the Indenture, as
hereinafter defined, shall be paid to the Person in whose name this
Note (or one or more Predecessor Securities) shall have been
registered at the close of business on the Regular Record Date with
respect to such Interest Payment Date, which shall be the fifteenth
calendar day (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date; provided however
that if the Original Issue Date of this Note shall be after a
Regular Record Date and before the corresponding Interest Payment
Date, payment of interest shall commence on the second Interest
Payment Date succeeding such Original Issue Date and shall be paid
to the Person in whose name this Note was registered on the Regular
Record Date for such second Interest Payment Date; and provided
further, that interest payable on Stated Maturity or any Redemption
Date shall be paid to the Person to whom principal shall be paid.
Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record
Date and shall be paid as provided in said Indenture.
If any Interest Payment Date, any Redemption Date or Stated
Maturity is not a Business Day, then payment of the amounts due on
this Note on such date will be made on the next succeeding Business
Day, and no interest shall accrue on such amounts for the period
from and after such Interest Payment Date, Redemption Date or
Stated Maturity, as the case may be. The principal of (and
premium, if any) and the interest on this Note shall be payable 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 any
coin or currency of the United States of America which at the time
of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest (other than interest
payable on Stated Maturity or any Redemption Date) may be made at
the option of the Company by check mailed to the registered holder
at such address as shall appear in the Note Register.
This Note is one of a duly authorized series of Notes of the
Company (herein sometimes referred to as the "Notes"), specified in
the Indenture, all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of September 1, 1997
duly executed and delivered between the Company and Bankers Trust
Company, a corporation organized and existing under the laws of
the State of New York, as Trustee (herein referred to as the
"Trustee") (such Indenture, as originally executed and delivered
and as thereafter supplemented and amended being hereinafter
referred to as the "Indenture"), to which Indenture and all
indentures supplemental thereto or Company Orders reference is
hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes. By the terms of the
Indenture, the Notes are issuable in series which may vary as to
amount, date of maturity, rate of interest and in other respects as
in the Indenture provided. This Note is one of the series of Notes
designated on the face hereof.
[If so specified on the face hereof and subject to the terms
of Article Three of the Indenture, this Note is subject to
redemption at any time on or after the Initial Redemption Date
specified on the face hereof, as a whole or, if specified, in part,
at the election of the Company, at the applicable redemption price
(as described below) plus any accrued but unpaid interest to the
date of such redemption. Unless otherwise specified on the face
hereof, such redemption price shall be the Initial Redemption Price
specified on the face hereof for the twelve-month period commencing
on the Initial Redemption Date and shall decline for the twelve-
month period commencing on each anniversary of the Initial
Redemption Date by a percentage of principal amount equal to the
Reduction Percentage specified on the face hereof until such
redemption price is 100% of the principal amount of this Note to be
redeemed.]
[Notwithstanding the foregoing, the Company may not, prior to
the Redemption Limitation Date, if any, specified on the face
hereof, redeem any Note of this series and Tranche as contemplated
above as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed
having an effective interest cost to the Company (calculated in
accordance with generally accepted financial practice) of less than
the effective interest cost the Company (similarly calculated) of
this Note.]
[This Note shall be redeemable to the extent set forth herein
and in the Indenture upon not less than thirty, but not more than
sixty, days previous notice by mail to the registered owner.]
The Company shall not be required to (i) issue, exchange or
register the transfer of any Notes during a period beginning at the
opening of business 15 days before the day of the mailing of a
notice of redemption of less than all the outstanding Notes of the
same series and Tranche and ending at the close of business on the
day of such mailing, nor (ii) register the transfer of or exchange
of any Notes of any series or portions thereof called for
redemption. This Global Note is exchangeable for Notes in
definitive registered form only under certain limited circumstances
set forth in the Indenture.
In the event of redemption of this Note in part only, a new
Note or Notes of this series and Tranche, of like tenor, for the
unredeemed portion hereof will be issued in the name of the Holder
hereof upon the surrender of this Note.
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Notes may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of each series
affected at the time outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes;
provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Notes of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a
Discount Security that would be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and
affected; (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which
are required to waive any default and its consequences, without the
consent of the holder of each Note then outstanding and affected
thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of
securities required to rescind and annul any declaration of amounts
due and payable under the Notes), without the consent of the holder
of each Note then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the Holders of the Notes
of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of
or premium, if any, or interest on any of the Notes of such series.
Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the
time and place and at the rate and in the money herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the
registered holder hereof on the Note Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company as may be designated by the Company
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by
the registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Note
Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made
by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying
agent nor any Note Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, 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.
The Notes 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, Notes of this series and Tranche are
exchangeable for a like aggregate principal amount of Notes of this
series and Tranche of a different authorized denomination, as
requested by the Holder surrendering the same.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
This Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
Dated ____________________
COLUMBUS SOUTHERN POWER COMPANY
By:___________________________
Attest:
By:___________________________
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in
accordance with, and referred to in, the within-mentioned
Indenture.
Dated:_______________
BANKERS TRUST COMPANY
By:___________________________
Authorized Signatory
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").
Exhibit 2
[Unless this certificate is presented by an authorized representa-
tive of The Depository Trust Company (55 Water Street, New York,
New York) to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate to be issued is registered
in the name of Cede & Co. or in such other name as is requested by
an authorized representative of The Depository Trust Company and
any payment is made to Cede & Co., 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. Except as otherwise provided in Section 2.11 of
the Indenture, this Security may be transferred, in whole but not
in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor Depository.]
Registered No. FLR-____
COLUMBUS SOUTHERN POWER COMPANY
UNSECURED MEDIUM-TERM NOTE, SERIES B
(Floating Rate)
CUSIP No.:
Original Issue Date:
Stated Maturity:
Principal Amount:
INTEREST RATE BASIS OR BASES:
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Designated CMT Telerate Page:
[ ] LIBOR Telerate Designated CMT Maturity Index:
INDEX CURRENCY:
INDEX MATURITY: INITIAL INTEREST RATE: % INTEREST PAYMENT DATE(S):
SPREAD SPREAD MULTIPLIER: INITIAL INTEREST RESET DATE:
(PLUS OR MINUS):
MINIMUM INTEREST RATE: % MAXIMUM INTEREST RATE: % INTEREST RESET DATE(S):
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: % PERCENTAGE REDUCTION: %
OPTIONAL REPAYMENT DATE(S): CALCULATION AGENT:
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note from to
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: % from to
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: % from to
[ ] Original Issue Discount Note Applicable Interest Rate Basis:
Issue Price: %
SPECIFIED CURRENCY: AUTHORIZED DENOMINATION:
[ ] United States dollars [ ] $1,000 and integral multiples thereof
[ ] Other [ ] Other:
EXCHANGE RATE AGENT:
DEFAULT RATE: %
ADDENDUM ATTACHED
[ ] Yes
[ ] No
ELIGIBLE OBLIGATIONS (IF OTHER THAN UNITED STATES DOLLARS):
OTHER/ADDITIONAL PROVISIONS:
COLUMBUS SOUTHERN POWER COMPANY, a corporation duly organized
and existing under the laws of the State of Ohio (herein referred
to as the "Company", which term includes any successor corporation
under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
Principal Amount specified above, on the Stated Maturity specified
above (or any Redemption Date or Repayment Date, each as defined
herein) (each such Stated Maturity, Redemption Date or Repayment
Date being hereinafter referred to as the "Maturity Date" with
respect to the principal repayable on such date) and to pay
interest thereon, at a rate per annum equal to the Initial Interest
Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in accordance
with the provisions specified above and as herein provided with
respect to one or more Interest Rate Bases specified above until
the principal hereof is paid or duly made available for payment,
and (to the extent that the payment of such interest shall be
legally enforceable) at the Default Rate per annum specified above
on any overdue principal, premium and/or interest. The Company
will pay interest in arrears on each Interest Payment Date, if any,
specified above (each, an "Interest Payment Date"), commencing with
the first Interest Payment Date next succeeding the Original Issue
Date specified above, and on the Maturity Date; provided, however,
that if the Original Issue Date occurs between a Regular Record
Date (as defined below) and the next succeeding Interest Payment
Date, interest payments will commence on the second Interest
Payment Date next succeeding the Original Issue Date to the holder
of this Note on the Regular Record Date with respect to such second
Interest Payment Date.
Interest on this Note will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has
been paid or duly provided for (or from, and including, the
Original Issue Date if no interest has been paid or duly provided
for) to, but excluding, the applicable Interest Payment Date or the
Maturity Date, as the case may be (each, an "Interest Period").
The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, subject to certain exceptions
described herein, be paid to the person in whose name this Note (or
one or more predecessor Notes) is registered at the close of
business on the fifteenth calendar day (whether or not a Business
Day, as defined herein) immediately preceding such Interest Payment
Date (the "Regular Record Date"); provided, however, that interest
payable on the Maturity Date will be payable to the person to whom
the principal hereof and premium, if any, hereon shall be payable.
Any such interest not so punctually paid or duly provided for
("Defaulted Interest") will forthwith cease to be payable to the
holder on any Regular Record Date, and shall be paid to the person
in whose name this Note is registered at the close of business on
a special record date (the "Special Regular Record Date") for the
payment of such Defaulted Interest to be fixed by the Trustee
hereinafter referred to, notice whereof shall be given to the
holder of this Note by the Trustee not less than 10 calendar days
prior to such Special Regular Record Date or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which this note may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect
of this Note due on the Maturity Date will be made in immediately
available funds upon presentation and surrender of this Note (and,
with respect to any applicable repayment of this Note, a duly
completed election form as contemplated herein) at the office or
agency of the Company maintained for that purpose in the Borough of
Manhattan, The City of New York, New York; provided, however, that
if such payment is to be made in a Specified Currency other than
United States dollars as set forth below, such payment will be made
by wire transfer of immediately available funds to an account with
a bank designated by the holder hereof at least 15 calendar days
prior to the Maturity Date, provided that such bank has appropriate
facilities therefor and that this Note (and, if applicable, a duly
completed repayment election form) is presented and surrendered at
the aforementioned office or agency of the Company in time for the
Company to make such payment in such funds in accordance with its
normal procedures. Payment of interest due on any Interest Payment
Date other than the Maturity Date will be made by check mailed to
the address of the person entitled thereto as such address shall
appear in the Security Register maintained at the aforementioned
office or agency of the Company; provided, however, that a holder
of U.S.$10,000,000 (or, if the Specified Currency specified above
is other than United States dollars, the equivalent thereof in the
Specified Currency) or more in aggregate principal amount of Notes
(whether having identical or different terms and provisions) will
be entitled to receive interest payments on such Interest Payment
Date by wire transfer of immediately available funds if appropriate
wire transfer instructions have been received in writing by the
Company not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the
Company shall remain in effect until revoked by such holder.
If any Interest Payment Date other than the Maturity Date
would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next succeeding Business
Day, except that if LIBOR is an applicable Interest Rate Basis and
such Business Day falls in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business
Day. If the Maturity Date falls on a day that is not a Business
Day, the required payment of principal, premium, if any, and
interest shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due,
and no interest shall accrue with respect to such payment for the
period from and after the Maturity Date to the date of such payment
on the next succeeding Business Day.
The Company is obligated to make payment of principal,
premium, if any, and interest in respect of this Note in the
Specified Currency (or, if the Specified Currency is not at the
time of such payment legal tender for the payment of public and
private debts, in such other coin or currency of the country which
issued the Specified Currency as at the time of such payment is
legal tender for the payment of such debts). If the Specified
Currency is other than United States dollars, any such amounts so
payable by the Company will be converted by the Exchange Rate Agent
specified above into United States dollars for payment to the
holder of this Note; provided, however, that the holder of this
Note may elect to receive such amounts in such Specified Currency
pursuant to the provisions set forth below.
If the Specified Currency is other than United States dollars
and the holder of this Note shall not have duly made an election to
receive all or a specified portion of any payment of principal,
premium, if any, and/or interest in respect of this Note in the
Specified Currency, any United States dollar amount to be received
by the holder of this Note will be based on the highest bid
quotation in The City of New York received by the Exchange Rate
Agent at approximately 11:00 A.M., New York City time, on the
second Business Day preceding the applicable payment date from
three recognized foreign exchange dealers (one of whom may be the
Exchange Rate Agent) selected by the Exchange Rate Agent and
approved by the Company for the purchase by the quoting dealer of
the Specified Currency for United States dollars for settlement on
such payment date in the aggregate amount of the Specified Currency
payable to all holders of Notes scheduled to receive United States
dollar payments and at which the applicable dealer commits to
execute a contract. All currency exchange costs will be borne by
the holder of this Note by deductions from such payments. If three
such bid quotations are not available, payments on this Note will
be made in the Specified Currency.
If the Specified Currency is other than United States dollars,
the holder of this Note may elect to receive all or a specified
portion of any payment of principal, premium, if any, and/or
interest in respect of this Note in the Specified Currency by
submitting a written request for such payment to the Company at its
office or agency in The City of New York on or prior to the
applicable Regular Record Date or at least 15 calendar days prior
to the Maturity Date, as the case may be. Such written request may
be mailed or hand delivered or sent by cable, telex or other form
of facsimile transmission. The holder of this Note may elect to
receive all or a specified portion of all future payments in the
Specified Currency in respect of such principal, premium, if any,
and/or interest and need not file a separate election for each
payment. Such election will remain in effect until revoked by
written notice to the Company, but written notice of any such
revocation must be received by the Company on or prior to the
applicable Regular Record Date or at least 15 calendar days prior
to the Maturity Date, as the case may be.
If the Specified Currency is other than United States dollars
or a composite currency and the holder of this Note shall have duly
made an election to receive all or a specified portion of any
payment of principal, premium, if any, and/or interest in respect
of this Note in the Specified Currency and if the Specified
Currency is not available due to the imposition of exchange
controls or other circumstances beyond the control of the Company,
the Company will be entitled to satisfy its obligations to the
holder of this Note by making such payment in United States dollars
on the basis of the Market Exchange Rate (as defined below) on the
second Business Day prior to such payment date or, if such Market
Exchange Rate is not then available, on the basis of the most
recently available Market Exchange Rate or as otherwise specified
herein. The "Market Exchange Rate" for the Specified Currency
means the noon dollar buying rate in The City of New York for cable
transfers for the Specified Currency as certified for customs
purposes by (or if not so certified, as otherwise determined by)
the Federal Reserve Bank of New York. Any payment made under such
circumstances in United States dollars will not constitute an Event
of Default (as defined in the Indenture).
If the Specified Currency is a composite currency and the
holder of this Note shall have duly made an election to receive all
or a specified portion of any payment of principal, premium, if
any, and/or interest in respect of this Note in the Specified
Currency and if such composite currency is unavailable due to the
imposition of exchange controls or other circumstances beyond the
control of the Company, then the Company will be entitled to
satisfy its obligations to the holder of this Note by making such
payment in United States dollars. The amount of each payment in
United States dollars shall be computed by the Exchange Rate Agent
on the basis of the equivalent of the composite currency in United
States dollars. The component currencies of the composite currency
for this purpose (collectively, the "Component Currencies" and
each, a "Component Currency") shall be the currency amounts that
were components of the composite currency as of the last day on
which the composite currency was used. The equivalent of the
composite currency in United States dollars shall be calculated by
aggregating the United States dollar equivalents of the Component
Currencies. The United States dollar equivalent of each of the
Component Currencies shall be determined by the Exchange Rate Agent
on the basis of the most recently available Market Exchange Rate
for each such Component Currency, or as otherwise specified herein.
If the official unit of any Component Currency is altered by
way of combination or subdivision, the number of units of the
currency as a Component Currency shall be divided or multiplied in
the same proportion. If two or more Component Currencies are
consolidated into a single currency, the amounts of those
currencies as Component Currencies shall be replaced by an amount
in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single
currency. If any Component Currency is divided into two or more
currencies, the amount of the original Component Currency shall be
replaced by the amounts of such two or more currencies, the sum of
which shall be equal to the amount of the original Component
Currency.
All determinations referred to above made by the Exchange Rate
Agent shall be at its sole discretion and shall, in the absence of
manifest error, be conclusive for all purposes and binding on the
holder of this Note.
Reference is hereby made to the further provisions of this
Note set forth herein and, if so specified above, in the Addendum
hereto, which further provisions shall have the same force and
effect as if set forth herein.
This Note is one of a duly authorized series of Debt
Securities (the "Debt Securities") of the Company issued and to be
issued under an Indenture, dated as of September 1, 1997, as
amended, modified or supplemented from time to time (the
"Indenture"), between the Company and Bankers Trust Company, as
Trustee (the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental and Company Orders 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 of the Debt Securities, and of the terms upon which the
Debt Securities are, and are to be, authenticated and delivered.
This Note is one of the series of Debt Securities designated as
"Unsecured Medium-Term Notes, Series B" (the "Notes"). All terms
used but not defined in this Note specified herein or in an
Addendum hereto shall have the meanings assigned to such terms in
the Indenture.
This Note is issuable only in registered form without coupons
in minimum denominations of U.S.$1,000 and integral multiples
thereof or the minimum Authorized Denomination specified herein.
This Note will not be subject to any sinking fund and, unless
otherwise provided herein in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior
to the Stated Maturity.
[If so specified on the face hereof and subject to the terms
of Article Three of the Indenture, this Note is subject to
redemption at the option of the Company on any date on or after the
Initial Redemption Date, if any, specified herein, in whole or from
time to time in part in increments of U.S.$1,000 or the minimum
Authorized Denomination (provided that any remaining principal
amount hereof shall be at least U.S.$1,000 or such minimum
Authorized Denomination), at the Redemption Price (as defined
below), together with unpaid interest accrued thereon to the date
fixed for redemption (each, a "Redemption Date"), on notice given
no more than 60 nor less than 30 calendar days prior to the
Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" shall initially be the Initial
Redemption Percentage specified herein multiplied by the unpaid
principal amount of this Note to be redeemed. The Initial
Redemption Percentage shall decline at each anniversary of the
Initial Redemption Date by the Annual Redemption Percentage
Reduction, if any, specified herein until the Redemption Price is
100% of unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for
the unredeemed portion hereof and otherwise having the same terms
as this Note shall be issued in the name of the holder hereof upon
the presentation and surrender hereof.]
[This Note is subject to repayment by the Company at the
option of the holder hereof on the Optional Repayment Date(s), if
any, specified herein, in whole or in part in increments of
U.S.$1,000 or the minimum Authorized Denomination (provided that
any remaining principal amount hereof shall be at least U.S.$1,000
or such minimum Authorized Denomination), at a repayment price
equal to 100% of the unpaid principal amount to be repaid, together
with unpaid interest accrued thereon to the date fixed for
repayment (each, a "Repayment Date"). For this Note to be repaid,
this Note must be received, together with the form hereon entitled
"Option to Elect Repayment" duly completed, by the Trustee at its
corporate trust office not more than 60 nor less than 30 calendar
days prior to the Repayment Date. Exercise of such repayment
option by the holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for
the unrepaid portion hereof and otherwise having the same terms as
this Note shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.]
[If the Interest Category of this Note is specified herein as
an Original Issue Discount Note, the amount payable to the holder
of this Note in the event of redemption, repayment or acceleration
of maturity of this Note will be equal to the sum of (1) the Issue
Price specified herein (increased by any accruals of the Discount,
as defined below) and, in the event of any redemption of this Note
(if applicable), multiplied by the Initial Redemption Percentage
(as adjusted by the Annual Redemption Percentage Reduction, if
applicable) and (2) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Repayment Date or
date of acceleration of maturity, as the case may be. The
difference between the Issue Price and 100% of the principal amount
of this Note is referred to herein as the "Discount."]
[For purposes of determining the amount of Discount that has
accrued as of any Redemption Date, Repayment Date or date of
acceleration of maturity of this Note, such Discount will be
accrued so as to cause an assumed yield on the Note to be constant.
The assumed constant yield will be calculated using a 30-day month,
360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest
period between Interest Payment Dates (with ratable accruals within
a compounding period), a constant coupon rate equal to the initial
interest rate applicable to this Note and an assumption that the
maturity of this Note will not be accelerated. If the period from
the Original Issue Date to the initial Interest Payment Date (the
"Initial Period") is shorter than the compounding period for this
Note, a proportionate amount of the yield for an entire compounding
period will be accrued. If the Initial Period is longer than the
compounding period, then such period will be divided into a regular
compounding period and a short period, with the short period being
treated as provided in the preceding sentence.]
The interest rate borne by this Note will be determined as
follows:
(i) Unless the Interest Category of this Note is
specified herein as a "Floating Rate/Fixed Rate Note" or an
"Inverse Floating Rate Note", this Note shall be designated as a
"Regular Floating Rate Note" and, except as set forth herein, shall
bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any,
and/or (b) multiplied by the Spread Multiplier, if any, in each
case as specified herein. Commencing on the Initial Interest Reset
Date, the rate at which interest on this Note shall be payable
shall be reset as of each Interest Reset Date specified herein;
provided, however, that the interest rate in effect for the period,
if any, from the Original Issue Date to the Initial Interest Reset
Date shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified
herein as a "Floating Rate/Fixed Rate Note", then, except as set
forth herein, this Note shall bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the Spread, if any, and/or (b) multiplied by the
Spread Multiplier, if any. Commencing on the Initial Interest
Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; provided,
however, that (y) the interest rate in effect for the period, if
any, from the Original Issue Date to the Initial Interest Reset
Date shall be the Initial Interest Rate and (z) the interest rate
in effect for the period commencing on the Fixed Rate Commencement
Date specified herein to the Maturity Date shall be the Fixed
Interest Rate specified herein or, if no such Fixed Interest Rate
is specified, the interest rate in effect hereon on the day
immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified
herein as an "Inverse Floating Rate Note", then, except as set
forth herein, this Note shall bear interest at the Fixed Interest
Rate minus the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any,
and/or (b) multiplied by the Spread Multiplier, if any; provided,
however, that, unless otherwise specified herein, the interest rate
hereon shall not be less than zero. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall
be payable shall be reset as of each Interest Reset Date; provided,
however, that the interest rate in effect for the period, if any,
from the Original Issue Date to the Initial Interest Reset Date
shall be the Initial Interest Rate.
Unless otherwise specified herein, the rate with respect to
each Interest Rate Basis will be determined in accordance with the
applicable provisions below. Except as set forth herein, the
interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the
Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (ii) if such day is not an
Interest Reset Date, the interest rate determined as of the
Interest Determination Date immediately preceding the most recent
Interest Reset Date.
If any Interest Reset Date would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be postponed to
the next succeeding Business Day, except that if LIBOR is an
applicable Interest Rate Basis and such Business Day falls in the
next succeeding calendar month, such Interest Reset Date shall be
the immediately preceding Business Day. In addition, if the
Treasury Rate is an applicable Interest Rate Basis is an applicable
Interest Rate Basis and the Interest Determination Date would
otherwise fall on an Interest Reset Date, then such Interest Reset
Date will be postponed to the next succeeding Business Day.
As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is neither a legal holiday nor a day on
which banking institutions are authorized or required by law or
executive order to close in The City of New York or in any Place of
Payment; provided, however, that if the Specified Currency is other
than United States dollars and any payment is to be made in the
Specified Currency in accordance with the provisions hereof, such
day is also not a day on which banking institutions are authorized
or required by law or executive order to close in the Principal
Financial Center (as defined below) of the country issuing the
Specified Currency (or, in the case of European Currency Units
("ECU"), is not a day that appears as an ECU non-settlement day on
the display designated as "ISDE" on the Reuter Monitor Money Rates
Service (or a day so designated by the ECU Banking Association) or,
if ECU non-settlement days do not appear on that page (and are not
so designated), is not a day on which payments in ECU cannot be
settled in the international interbank market); provided, further,
that if LIBOR is an applicable Interest Rate Basis, such day is
also a London Business Day (as defined below). "London Business
Day" means (i) if the Index Currency (as defined below) is other
than ECU, any day on which dealings in such Index Currency are
transacted in the London interbank market or (ii) if the Index
Currency is ECU, any day that does not appear as an ECU non-
settlement day on the display designated as "ISDE" on the Reuter
Monitor Money Rates Service (or a day so designated by the ECU
Banking Association) or, if ECU non-settlement days do not appear
on that page (and are not so designated), is not a day on which
payments in ECU cannot be settled in the international interbank
market. "Principal Financial Center" means the capital city of the
country issuing the Specified Currency, or solely with respect to
the calculation of LIBOR, the Index Currency, except that with
respect to United States dollars, Canadian dollars, Australian
dollars, Deutsche marks, Dutch guilders, Italian lire, Swiss francs
and ECU, the "Principal Financial Center" shall be The City of New
York, Toronto, Sydney, Frankfurt, Amsterdam, Milan, Zurich and
Luxembourg, respectively.
The "Interest Determination Date" with respect to the CD Rate,
the CMT Rate, the Commercial Paper Rate, the Federal Funds Rate and
the Prime Rate will be the second Business Day immediately
preceding the applicable Interest Reset Date; and the "Interest
Determination Date" with respect to LIBOR shall be the second
London Business Day immediately preceding the applicable Interest
Reset Date, unless the Index Currency is British pounds sterling,
in which case the "Interest Determination Date" will be the
applicable Interest Reset Date. The "Interest Determination Date"
with respect to the Treasury Rate shall be the day in the week in
which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury
Bills are normally sold at an auction held on Monday of each week,
unless that day is a legal holiday, in which case the auction is
normally held on the following Tuesday, except that such auction
may be held on the preceding Friday); provided, however, that if an
auction is held on the Friday of the week preceding the applicable
Interest Reset Date, the Interest Determination Date shall be such
preceding Friday. If the interest rate of this Note is determined
with reference to two or more Interest Rate Bases specified herein,
the "Interest Determination Date" pertaining to this Note shall be
the most recent Business Day which is at least two Business Days
prior to the applicable Interest Reset Date on which each Interest
Rate Basis is determinable. Each Interest Rate Basis shall be
determined as of such date, and the applicable interest rate shall
take effect on the related Interest Reset Date.
CD Rate. If an Interest Rate Basis for this Note is specified
herein as the CD Rate, the CD Rate shall be determined as of the
applicable Interest Determination Date (a "CD Rate Interest
Determination Date") as the rate on such date for negotiable United
States dollar certificates of deposit having the Index Maturity
specified herein as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519), Selected
Interest Rates" or any successor publication ("H.15(519)") under
the heading "CDs (Secondary Market)", or, if not published by 3:00
P.M., New York City time, on the related Calculation Date (as
defined below), the rate on such CD Rate Interest Determination
Date for negotiable United States dollar certificates of deposit of
the Index Maturity as published by the Federal Reserve Bank of New
York in its daily statistical release "Composite 3:30 P.M.
Quotations for United States Government Securities" or any
successor publication ("Composite Quotations") under the heading
"Certificates of Deposit". If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York
City time, on the related Calculation Date, then the CD Rate on
such CD Rate Interest Determination Date will be calculated by the
Calculation Agent specified herein and will be the arithmetic mean
of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable United States dollar
certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable United States dollar certificates
of deposit of major United States money center banks for negotiable
United States dollar certificates of deposit with a remaining
maturity closest to the Index Maturity in an amount that is
representative for a single transaction in that market at that
time; provided, however, that if the dealers so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the CD Rate determined as of such CD Rate Interest Determination
Date will be the CD Rate in effect on such CD Rate Interest
Determination Date.
CMT Rate. If an Interest Rate Basis for this Note is
specified herein as the CMT rate, the CMT Rate shall be determined
as of the applicable Interest Determination Date (a "CMT Rate
Interest Determination Date") as the rate displayed on the
Designated CMT Telerate Page (as defined below) under the caption
"...Treasury Constant Maturities...Federal Reserve Board Release
H.15...Mondays Approximately 3:45 P.M.", under the column for the
Designated CMT Maturity Index (as defined below) for (i) if the
Designated CMT Telerate Page is 7055, the rate on such CMT Rate
Interest Determination Date and (ii) if the Designated CMT Telerate
Page is 7052, the week, or the month, as applicable, ended
immediately preceding the week in which the related CMT Rate
Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page or is not displayed by 3:00 P.M.,
New York City time, on the related Calculation Date, then the CMT
Rate for such CMT Rate Interest Determination Date will be such
treasury constant maturity rate for the Designated CMT Maturity
Index as published in the relevant H.15(519). If such rate is no
longer published or is not published by 3:00 P.M., New York City
time, on the related Calculation Date, then the CMT Rate on such
CMT Rate Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity Index)
for the CMT Rate Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board of
Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines to
be comparable to the rate formerly displayed on the Designated CMT
Telerate Page and published in the relevant H.15(519). If such
information is not provided by 3:00 P.M., New York City time, on
the related Calculation Date, then the CMT Rate on the CMT Rate
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic mean
of the secondary market closing offer side prices as of
approximately 3:30 P.M., New York City time, on such CMT Rate
Interest Determination Date reported, according to their written
records, by three leading primary United States government
securities dealers (each, a "Reference Dealer") in The City of New
York selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States ("Treasury
Notes") with an original maturity of approximately the Designated
CMT Maturity Index and a remaining term to maturity of not less
than such Designated CMT Maturity Index minus one year. If the
Calculation Agent is unable to obtain three such Treasury Note
quotations, the CMT Rate on such CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York
City time, on such CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for Treasury Notes with an original maturity
of the number of years that is the next highest to the Designated
CMT Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least U.S.$100
million. If three or four (and not five) of such Reference Dealers
are quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of such quotes will be eliminated; provided,
however, that if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as mentioned herein, the CMT Rate
determined as of such CMT Rate Interest Determination Date will be
the CMT Rate in effect on such CMT Rate Interest Determination
Date. If two Treasury Notes with an original maturity as described
in the second preceding sentence have remaining terms to maturity
equally close to the Designated CMT Maturity Index, the Calculation
Agent will obtain from five Reference Dealers quotations for the
Treasury Note with the shorter remaining term to maturity.
"Designated CMT Telerate Page" means the display on the Dow
Jones Telerate Service (or any successor service) on the page
specified herein (or any other page as may replace such page on
that service for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519)) for the purpose of displaying
Treasury Constant Maturities as reported in H.15(519). If no such
page is specified herein, the Designated CMT Telerate Page shall be
7052, for the most recent week.
"Designated CMT Maturity Index" means the original period to
maturity of the United States Treasury securities (either 1, 2, 3,
5, 7, 10, 20 or 30 years) specified herein with respect to which
the CMT Rate will be calculated. If no such maturity is specified
herein, the Designated CMT Maturity Index shall be 2 years.
Commercial Paper Rate. If an Interest Rate Basis for this
Note is specified herein as the Commercial Paper Rate, the
Commercial Paper Rate shall be determined as of the applicable
Interest Determination Date (a "Commercial Paper Rate Interest
Determination Date") as the Money Market Yield (as defined below)
on such date of the rate for commercial paper having the Index
Maturity as published in H.15(519) under the heading "Commercial
Paper-Nonfinancial". In the event that such rate is not published
by 3:00 P.M., New York City time, on such Calculation Date, then
the Commercial Paper Rate on such Commercial Paper Rate Interest
Determination Date will be the Money Market Yield of the rate for
commercial paper having the Index Maturity as published in
Composite Quotations under the heading "Commercial Paper" (with an
Index Maturity of one month or three months being deemed to be
equivalent to an Index Maturity of 30 days or 90 days,
respectively). If such rate is not yet published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time,
on such Calculation Date, then the Commercial Paper Rate on such
Commercial Paper Rate Interest Determination Date will be
calculated by the Calculation Agent and shall be the Money Market
Yield of the arithmetic mean of the offered rates at approximately
11:00 A.M., New York City time, on such Commercial Paper Rate
Interest Determination Date of three leading dealers of commercial
paper in The City of New York selected by the Calculation Agent for
commercial paper having the Index Maturity placed for an industrial
issuer whose bond rating is "Aa", or the equivalent from a
nationally recognized statistical rating organization; provided,
however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the Commercial Paper
Rate determined as of such Commercial Paper Rate Interest Determi-
nation Date will be the Commercial Paper Rate in effect on such
Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Money Market Yield = ((D x 360) / (360 - (D x M))) x 100
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal,
and "M" refers to the actual number of days in the Interest Period
for which interest is being calculated.
Federal Funds Rate. If an Interest Rate Basis for this Note
is specified herein as the Federal Funds Rate, the Federal Funds
Rate shall be determined as of the applicable Interest
Determination Date (a "Federal Funds Rate Interest Determination
Date") as the rate on such date for United States dollar federal
funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 P.M., New York City time,
on the Calculation Date, the rate on such Federal Funds Rate
Interest Determination Date as published in Composite Quotations
under the heading "Federal Funds/Effective Rate". If such rate is
not published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the related Calculation Date, then the
Federal Funds Rate on such Federal Funds Rate Interest
Determination Date shall be calculated by the Calculation Agent and
will be the arithmetic mean of the rates for the last transaction
in overnight United States dollar federal funds arranged by three
leading brokers of federal funds transactions in The City of New
York selected by the Calculation Agent, prior to 9:00 A.M., New
York City time, on such Federal Funds Rate Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Federal Funds Rate
Interest Determination Date will be the Federal Funds Rate in
effect on such Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified
herein as LIBOR, LIBOR shall be determined by the Calculation Agent
as of the applicable Interest Determination Date (a "LIBOR Interest
Determination Date") in accordance with the following provisions:
(i) if (a) "LIBOR Reuters" is specified herein, the
arithmetic mean of the offered rates (unless the Designated LIBOR
Page (as defined below) by its terms provides only for a single
rate, in which case such single rate will be used) for deposits in
the Index Currency having the Index Maturity, commencing on the
applicable Interest Reset Date, that appear (or, if only a single
rate is required as aforesaid, appears) on the Designated LIBOR
Page (as defined below) as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date, or (b) "LIBOR Telerate" is
specified herein, or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified herein as the method for calculating LIBOR,
the rate for deposits in the Index Currency having the Index
Maturity, commencing on such Interest Reset Date, that appears on
the Designated LIBOR Page as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date. If fewer than two such offered
rates appear, or if no such rate appears, as applicable, LIBOR on
such LIBOR Interest Determination Date shall be determined in
accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears, as
the case may be, on the Designated LIBOR Page as specified in
clause (i) above, the Calculation Agent shall request the principal
London offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in
the Index Currency for the period of the Index Maturity, commencing
on the applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on such
LIBOR Interest Determination Date and in a principal amount that is
representative for a single transaction in such Index Currency in
such market at such time. If at least two such quotations are so
provided, then LIBOR on such LIBOR Interest Determination Date will
be the arithmetic mean of such quotations. If fewer than two such
quotations are so provided, then LIBOR on such LIBOR Interest
Determination Date will be the arithmetic mean of the rates quoted
at approximately 11:00 A.M., in the applicable Principal Financial
Center, on such LIBOR Interest Determination Date by three major
banks in such Principal Financial Center selected by the
Calculation Agent for loans in the Index Currency to leading
European banks, having the Index Maturity and in a principal amount
that is representative for a single transaction in such Index
Currency in such market at such time; provided, however, that if
the banks so selected by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR determined as of such LIBOR
Interest Determination Date shall be LIBOR in effect on such LIBOR
Interest Determination Date.
"Index Currency" means the currency or composite currency
specified herein as to which LIBOR shall be calculated. If no such
currency or composite currency is specified herein, the Index
Currency shall be United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified herein, the display on the Reuter Monitor Money Rates
Service (or any successor service) for the purpose of displaying
the London interbank rates of major banks for the Index Currency,
or (b) if "LIBOR Telerate" is specified herein or neither "LIBOR
Reuters" nor "LIBOR Telerate" is specified herein as the method for
calculating LIBOR, the display on the Dow Jones Telerate Service
(or any successor service) for the purpose of displaying the London
interbank rates of major banks for the Index Currency.
Prime Rate. If an Interest Rate Basis for this Note is
specified on the face hereto as the Prime Rate, the Prime Rate
shall be determined as of the applicable Interest Determination
Date (a "Prime Rate Interest Determination Date") as the rate on
such date as such rate is published in H.15(519) under the heading
"Bank Prime Loan". If such rate is not published prior to 3:00
P.M., New York City time, on the related Calculation Date, then the
Prime Rate shall be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters Screen
USPRIME1 Page (as defined below) as such bank's prime rate or base
lending rate as in effect for such Prime Rate Interest
Determination Date. If fewer than four such rates appear on the
Reuters Screen USPRIME1 Page for such Prime Rate Interest
Determination Date, the Prime Rate shall be the arithmetic mean of
the prime rates or base leading rates quoted on the basis of the
actual number of days in the year divided by a 360-day year as of
the close of business on such Prime Rate Interest Determination
Date by four major money center banks in The City of New York
selected by the Calculation Agent. If fewer than four such
quotations are so provided, the Prime Rate shall be the arithmetic
mean of four prime rates quoted on the basis of the actual number
of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Interest Determination Date as
furnished in The City of New York by the major money center banks,
if any, that have provided such quotations and by as many substi-
tute banks or trust companies as necessary to obtain four such
prime rate quotations, provided such substitute banks or trust
companies are organized and doing business under the laws of the
United States, or any State thereof, each having total equity
capital of at least U.S.$500 million and being subject to
supervision or examination by Federal or State authority, selected
by the Calculation Agent to provide such rate or rates; provided,
however, that if the banks or trust companies so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Prime Rate determined as of such Prime Rate Interest
Determination Date will be the Prime Rate in effect on such Prime
Rate Interest Determination Date.
"Reuters Screen USPRIME1 Page" means the display designated as
page "USPRIME1" on the Reuter Monitor Money Rates Service or any
successor service (or such other page as may replace the USPRIME1
page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
Treasury Rate. If an Interest Rate Basis for this Note is
specified herein as the Treasury Rate, the Treasury Rate shall be
determined as of the applicable Interest Determination Date (a
"Treasury Rate Interest Determination Date") as the rate from the
auction held on such Treasury Rate Interest Determination Date (the
"Auction") of direct obligations of the United States ("Treasury
Bills") having the Index Maturity, as such rate is published in
H.15(519) under the heading "Treasury Bills-auction average
(investment)" or, if not published by 3:00 P.M., New York City
time, on the related Calculation Date, the auction average rate of
such Treasury Bills (expressed as a bond equivalent on the basis of
a year of 365 or 366 days, as applicable, and applied on a daily
basis) as otherwise announced by the United States Department of
the Treasury. In the event that the results of the Auction of
Treasury Bills having the Index Maturity are not reported as
provided above by 3:00 P.M., New York City time, on such Calcula-
tion Date, or if no such Auction is held, then the Treasury Rate
shall be calculated by the Calculation Agent and shall be a yield
to maturity (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis) of
the arithmetic mean of the secondary market bid rates, as of ap-
proximately 3:30 P.M., New York City time, on such Treasury Rate
Interest Determination Date, of three leading primary United States
government securities dealers selected by the Calculation Agent,
for the issue of Treasury Bills with a remaining maturity closest
to the Index Maturity; provided, however, that if the dealers so
selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Treasury Rate determined as of such Treasury
Rate Interest Determination Date will be the Treasury Rate in
effect on such Treasury Rate Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon shall
not be greater than the Maximum Interest Rate, if any, or less than
the Minimum Interest Rate, if any, in each case as specified
herein. The interest rate on this Note will in no event be higher
than the maximum rate permitted by New York law, as the same may be
modified by United States law of general application.
The Calculation Agent shall calculate the interest rate hereon
on or before each Calculation Date. The "Calculation Date", if
applicable, pertaining to any Interest Determination Date shall be
the earlier of (i) the tenth calendar day after such Interest
Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or the Maturity
Date, as the case may be. At the request of the Holder hereof, the
Calculation Agent will provide to the Holder hereof the interest
rate hereon then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for
the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by
multiplying the principal amount hereof by an accrued interest
factor. Such accrued interest factor shall be computed by adding
the interest factor calculated for each day in the applicable
Interest Period. Unless otherwise specified as the Day Count
Convention herein, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by
360 if the CD Rate, the Commercial Paper Rate, the Federal Funds
Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis
or by the actual number of days in the year if the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis. Unless
otherwise specified as the Day Count Convention herein, the
interest factor for this Note, if the interest rate is calculated
with reference to two or more Interest Rate Bases, shall be
calculated in each period in the same manner as if only the
Applicable Interest Rate Basis specified herein applied.
All percentages resulting from any calculation on this Note
shall be rounded to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point
rounded upwards, and all amounts used in or resulting from such
calculation on this Note shall be rounded, in the case of United
States dollars, to the nearest cent or, in the case of a Specified
Currency other than United States dollars, to the nearest unit
(with one-half cent or unit being rounded upwards).
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of the
Notes may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time
of the entire indebtedness of this Note upon compliance by the
Company with certain conditions set forth therein.
The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the Holders of not less than a
majority in aggregate principal amount of the Notes of each series
affected at the time outstanding, as defined in the Indenture, to
execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Notes;
provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity of any Notes of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the
redemption thereof, or reduce the amount of the principal of a
Discount Security that would be due and payable upon a declaration
of acceleration of the maturity thereof pursuant to the Indenture,
without the consent of the holder of each Note then outstanding and
affected; (ii) reduce the aforesaid percentage of Notes, the
holders of which are required to consent to any such supplemental
indenture, or reduce the percentage of Notes, the holders of which
are required to waive any default and its consequences, without the
consent of the holder of each Note then outstanding and affected
thereby; or (iii) modify any provision of Section 6.01(c) of the
Indenture (except to increase the percentage of principal amount of
securities required to rescind and annul any declaration of amounts
due and payable under the Notes), without the consent of the holder
of each Note then outstanding and affected thereby. The Indenture
also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Notes of all series at the time
outstanding affected thereby, on behalf of the Holders of the Notes
of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established
pursuant to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal of
or premium, if any, or interest on any of the Notes of such series.
Any such consent or waiver by the registered Holder of this Note
(unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners
of this Note and of any Note issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Note at the
time and place and at the rate and in the money herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this Note is transferable by the
registered holder hereof on the Note Register of the Company, upon
surrender of this Note for registration of transfer at the office
or agency of the Company as may be designated by the Company
accompanied by a written instrument or instruments of transfer in
form satisfactory to the Company or the Trustee duly executed by
the registered Holder hereof or his or her attorney duly authorized
in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount and
series will be issued to the designated transferee or transferees.
No service charge will be made for any such transfer, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of this
Note, the Company, the Trustee, any paying agent and any Note
Registrar may deem and treat the registered Holder hereof as the
absolute owner hereof (whether or not this Note shall be overdue
and notwithstanding any notice of ownership or writing hereon made
by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal hereof and
premium, if any, and interest due hereon and for all other
purposes, and neither the Company nor the Trustee nor any paying
agent nor any Note Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of
or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, 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 Note shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory
for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
The Indenture and this Note shall be governed by and construed
in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in such State.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be executed.
COLUMBUS SOUTHERN POWER COMPANY
By:___________________________
Treasurer
Attest:
By:___________________________
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series of Notes designated in
accordance with, and referred to in, the within-mentioned
Indenture.
Dated:
BANKERS TRUST COMPANY, as Trustee
By:___________________________
Authorized Signatory
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").
[FORM OF ABBREVIATIONS]
The following abbreviations, when used in the inscription on
the face of the within Bond, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - Custodian
(Cust) (Minor)
Under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in list
above.
[OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s)
the Company to repay this Note (or portion hereof specified below)
pursuant to its terms at a price equal to 100% of the principal
amount to be repaid, together with unpaid interest accrued hereon
to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its
corporate trust office in the Borough of Manhattan, The City of New
York, currently located at ,
not more than 60 nor less than 30 calendar days prior to the
Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this Note is to be
repaid, specify the portion hereof (which shall be increments of
U.S.$1,000 (or, if the Specified Currency is other than United
States dollars, the minimum Authorized Denomination specified
herein)) which the holder elects to have repaid and specify the
denomination or denominations (which shall be an Authorized
Denomination) of the Notes to be issued to the holder for the
portion of this Note not being repaid (in the absence of any such
specification, one such Note will be issued for the portion not
being repaid).
Principal Amount
to be Repaid: $
Date:
Notice: The signature(s) on this Option to Elect Repayment must
correspond with the name(s) as written upon the face of this Note
in every particular, without alteration or enlargement or any
change whatsoever.
Notwithstanding any provisions to the contrary contained
herein, if the face of this Note specifies that an Addendum is
attached hereto or that "Other/Additional Provisions" apply, this
Note shall be subject to the terms set forth in such Addendum or
such "Other/Additional Provisions".
Unless the Certificate of Authentication hereon has been
executed by the Company by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.]
Exhibit 3
Instruction No.
Columbus Southern Power Company
Unsecured Medium Term Notes, Series B
Instructions
(Fixed Rate)
To: Bankers Trust Company, as Trustee
Trade or sale date:
Principal Amount: $
Maturity Date:
Interest Rate: ______%
Redemption Provisions:
Redeemable: Yes___ No___
In Whole: Yes___ No___
In Part: Yes___ No___
Initial Redemption Date:
Redemption Limitation Date:
Initial Redemption Price:
Reduction Percentage:
Original Issue Date:
Public Offering Price: ______%
Presenting Agent's Commission: ______%
Net Proceeds to Company: ______%
CUSIP No.: _____________________
Account number of participant account maintained by
DTC on behalf of Presenting Agent:
Account number of participant account maintained by
DTC on behalf of Trustee:
Each Presenting Agent's name and
proportionate amount of Global Note:
Name in which the Note is to be registered (Registered Owner):
Cede & Co.
Address and taxpayer identification number of Registered Owner
and address for payment:
The Depository Trust Company
55 Water Street
New York, NY 10041
#13-2555119
Discount Security: Yes___ No___
Yield to Maturity: ________%
Initial Accrual Period:
__________________________________________
Account of Company into which net proceeds are to be deposited:
__________________________________________________
Any Other Book-Entry Note represented by
Global Security (to the extent known):
COLUMBUS SOUTHERN POWER COMPANY
By:____________________________
(President, Vice President,
or Treasurer)
Exhibit 4
Instruction No.
Columbus Southern Power Company
Unsecured Medium Term Notes, Series B
Instructions
(Floating Rate)
To: Bankers Trust Company, as Trustee
Trade or sale date:
Principal Amount: $
Maturity Date:
Initial Interest Rate: ______%
Original Issue Date:
Public Offering Price: ______%
Presenting Agent's Commission: ______%
Net Proceeds to Company: ______%
CUSIP No.: _____________________
Calculation Agent:
Interest Calculation:
[ ] Regular Floating Rate Note [ ] Floating Rate/Fixed Rate Note
[ ] Inverse Floating Rate Note (Fixed Rate Commencement Date):
(Fixed Interest Rate): (Fixed Interest Rate):
[ ] Other Floating Rate Note
[see attached]
Interest Rate Basis:
[ ] CD Rate [ ] Federal Funds Rate [ ] Treasury Rate
[ ] Commercial Paper Rate [ ] LIBOR [ ] Other
[ ] CMT Rate [ ] Prime Rate
If LIBOR, Designated LIBOR Page: [ ] LIBOR Reuters, Reuters Page:
[ ] LIBOR Telerate, Telerate Page:
Designated LIBOR Currency:
If CMT Rate, Designated CMT Maturity Index:
Designated LIBOR Currency:
Initial Interest Reset Date: Spread (+/-)
Interest Reset Dates: Spread Multiplier:
Interest Payment Dates: Maximum Interest Rate:
Index Maturity: Minimum Interest Rate:
Day Count Convention:
[ ] Actual/360 for the period from __________ to __________
[ ] Actual/Actual for the period from __________ to __________
[ ] 30/360 for the period from __________ to __________
Redemption:
[ ] The Notes cannot be redeemed prior to the Stated Maturity.
[ ] The Notes may be redeemed prior to Stated Maturity.
Initial Redemption Date:
Initial Redemption Percentage: ______%
Annual Redemption Percentage Reduction: ____% until Redemption Percentage
is 100% of the Principal Amount.
Repayment:
[ ] The Notes cannot be repaid prior to the Stated Maturity.
[ ] The Notes can be repaid prior to the Stated Maturity at the option of the
holder of the Notes.
Optional Repayment Date(s):
Repayment Price ____%
Currency
Specified Currency: ________ (If other than U.S. dollars, see attached)
Minimum Denominations: ________ (Applicable only if Specified Currency is
other than U.S. dollars)
Account number of participant account maintained by
DTC on behalf of Presenting Agent:
Account number of participant account maintained by
DTC on behalf of Trustee:
Each Presenting Agent's name and
proportionate amount of Global Note:
Name in which the Note is to be registered (Registered Owner):
Cede & Co.
Address and taxpayer identification number of Registered Owner
and address for payment:
The Depository Trust Company
55 Water Street
New York, NY 10041
#13-2555119
Yield of U.S. Treasury securities of
comparable maturity maturing at ________%
Discount Security: Yes___ No___
Yield to Maturity: ________%
Initial Accrual Period:
__________________________________________
Account of Company into which net proceeds are to be deposited:
__________________________________________________
Any Other Book-Entry Note represented by
Global Security (to the extent known):
COLUMBUS SOUTHERN POWER COMPANY
By:____________________________
(President, Vice President,
or Treasurer)
