aep8k010612.htm

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

Date of report (Date of earliest event reported)
December 31, 2011

AMERICAN ELECTRIC POWER COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)

1-3525
New York
13-4922640
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)


COLUMBUS SOUTHERN POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-2680
Ohio
31-4154203
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)


OHIO POWER COMPANY
(Exact Name of Registrant as Specified in Its Charter)

1-6543
Ohio
31-4271000
(Commission File Number)
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)


1 Riverside Plaza, Columbus, OH
43215
(Address of Principal Executive Offices)
(Zip Code)

614-716-1000
(Registrant’s Telephone Number, Including Area Code)

None
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

ITEM 2.01
Completion of Acquisition or Disposition of Assets.

On December 31, 2011, Columbus Southern Power Company  (“CSPCo”) and Ohio Power Company (“OPCo”) completed the previously announced merger whereby CSPCo merged with and into OPCo, with OPCo as the surviving entity (the “Merger”), pursuant to the terms of the agreement and plan of merger (the “Agreement”), dated as of December 31, 2011, between CSPCo and OPCo. Upon consummation of the Merger, the separate legal existence of CSPCo terminated. Prior to the Merger, each of CSPCo and OPCo was a registrant subsidiary of American Electric Power Company, Inc. (“AEP”).

In accordance with the terms of the Agreement, (a) all shares of CSPCo common stock outstanding immediately prior to the effective time of the Merger, all of which were owned by AEP, were cancelled without payment and (b) each outstanding share of OPCo common and preferred stock remains outstanding. The foregoing description of the Agreement and the Merger is not complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached and incorporated herein as Exhibit 2.1 to this Form 8-K.
 
ITEM 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 31, 2011, in connection with the transactions contemplated by the Agreement, OPCo and Deutsche Bank Trust Company Americas (as trustee) (“Deutsche Trustee”) entered into a First Supplemental Indenture (the “CSPCo Deutsche Supplemental Indenture”) to the Indenture and Deed of Trust dated as of September 1, 1997 (the “CSPCo Deutsche Indenture”) between CSPCo and Deutsche Trustee. Pursuant to the CSPCo Deutsche Supplemental Indenture, OPCo assumed the due and punctual payment of the principal of (and premium, if any) and interest on the Floating Rate Senior Notes Series A due 2012 (the “Floating Rate Notes”), the 5.85% Senior Notes Series F due 2035 (the “5.85% Notes”) and the 6.05% Senior Notes Series G due 2018 (the “6.05% Notes”) outstanding under the CSPCo Deutsche Indenture and the performance of every covenant of the CSPCo Deutsche Indenture to be performed or observed by CSPCo. As of December 31, 2011, the outstanding principal amount of the Floating Rate Notes was $150 million, the outstanding principal amount of the 5.85% Notes was $250 million and the outstanding principal amount of the 6.05% Notes was $350 million.
 
On December 31, 2011, in connection with the transactions contemplated by the Agreement, OPCo and The Bank of New York Mellon Trust Company, N.A. (as trustee) (“BONY Mellon Trustee”) entered into a Third Supplemental Indenture (the “CSPCo BONY Mellon Supplemental Indenture”) to the Indenture, dated as of February 1, 2003 (the “CSPCo BONY Mellon Indenture”), between CSPCo and BONY Mellon Trustee. Pursuant to the CSPCo BONY Mellon Supplemental Indenture, OPCo assumed the due and punctual payment of the principal of (and premium, if any) and interest on the 5.50% Senior Notes Series C due 2013 (the “5.50% Notes”) and the 6.60% Senior Notes Series D due 2033 (the “6.60% Notes”) outstanding under the CSPCo BONY Mellon Indenture and the performance of every covenant of the CSPCo BONY Mellon Indenture to be performed or observed by CSPCo. As of December 31, 2011, the outstanding principal amount of the 5.50% Notes was $250 million and the outstanding principal amount of the 6.60% Notes was $250 million.

On December 31, 2011, in connection with the transactions contemplated by the Agreement, OPCo executed and delivered to the Ohio Air Quality Development Authority (“OAQDA”) separate Instruments of Assumption (the “Assumption Instruments”) with respect to each of the Loan Agreement, dated as of August 1, 2007 (the “2007A Loan Agreement”) between CSPCo and OAQDA, the Loan Agreement, dated as of November 1, 2007 (the “2007B Loan Agreement”) between CSPCo and OAQDA, the Loan Agreement, dated as of August 1, 2009 (the “2009A Loan Agreement,”) between CSPCo and OAQDA , and the Loan Agreement, dated as of August 1, 2009 (the “2009B Loan Agreement,” and together with the 2007A Loan Agreement, the 2007B Loan Agreement and the 2009A Loan Agreement, the “CSPCo Loan Agreements”), between CSPCo and OAQDA. Pursuant to the OPCo Assumption Instruments, OPCo assumed the obligations of CSPCo under the CSPCo Loan Agreements, which includes obligations to make payments sufficient to pay when due the principal of (and premium, if any) and interest on the $44,500,000 aggregate principal amount of State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007A (the "2007 A Bonds"), $56,000,000 aggregate principal amount of State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007B (the "2007B Bonds"), $60,000,000 aggregate principal amount of the State of Ohio Air Quality Revenue Refunding Bonds (Columbus Southern Power Company Project), Series 2009A (the “2009 A Bonds”), and $32,245,000 aggregate principal amount of the State of Ohio Air Quality Revenue Refunding Bonds (Columbus Southern Power Company Project), Series 2009B (the “2009 B Bonds”).

The foregoing summaries of the CSPCo Deutsche Supplemental Indenture, the CSPCo BONY Mellon Supplemental Indenture and the Assumption Instruments, and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are attached as Exhibits 4.1 through 4.6 and incorporated herein by reference.

ITEM 9.01
Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired:

The audited financial statements as of December 31, 2010, and 2009, and for each of the three years in the period ended December 31, 2010, were previously reported in, and are incorporated by reference from, the Annual Report on Form 10-K filed by CSPCo on February 25, 2011.

The unaudited interim financial statements as of September 30, 2011, and for the three-month and nine-month periods ended September 30, 2011, and 2010, were previously reported in, and are incorporated by reference from, the Quarterly Report on Form 10-Q filed by CSPCo on October 28, 2011.

(b) Pro Forma Financial Information:

The required unaudited pro forma financial information with respect to the Merger will be filed by amendment in a Form 8-K/A no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.  In lieu of filing full pro forma financial statements in the Form 8-K/A, OPCo will file a Form 8-K/A which will provide sufficient information to explain the recast of the OPCo financial statements, including a discussion of any necessary adjustments to combine OPCo into CSPCo.  The filing will incorporate by reference the retrospectively revised financial statements showing OPCo (including merged results for the previous CSPCo) for all periods from OPCo's Annual Report on Form 10-K for the fiscal year ended December 31, 2011.  The periods presented in the Form 10-K will include on an audited basis:

·  
Balance Sheets as of December 31, 2011 and 2010

·  
Income Statements for the years ended December 31, 2011, 2010 and 2009

(d) Exhibits:

Exhibit
Number
 
 
Title

2.1  
Agreement and Plan of Merger, dated as of December 31, 2011, between CSPCo and OPCO.

4.1  
First Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and Deutsche Bank Trust Company Americas, as trustee, supplementing the Indenture dated as of September 1, 1997 between CSPCo and the trustee.

4.2  
Third Supplemental Indenture, dated as of December 31, 2011, by and between OPCo and The Bank of New York Mellon Trust Company, N. A., as trustee, supplementing the Indenture dated as of February 1, 2003 between CSPCo and the trustee.

4.3  
Instrument of Assumption, dated as of December 31, 2011, of OPCo to the Ohio Air Quality Development Authority relating to the State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007A.

4.4  
Instrument of Assumption, dated as of December 31, 2011, of OPCo to the Ohio Air Quality Development Authority relating to the State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007B.

4.5  
Instrument of Assumption, dated as of December 31, 2011, of OPCo to the Ohio Air Quality Development Authority relating to the State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2009A.

4.6  
Instrument of Assumption, dated as of December 31, 2011, of OPCo to the Ohio Air Quality Development Authority relating to the State of Ohio Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2009B.

 
 

 

23.1                            Consent of independent registered public accounting firm.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
AMERICAN ELECTRIC POWER COMPANY, INC.
 
COLUMBUS SOUTHERN POWER COMPANY
 
OHIO POWER COMPANY
     
 
By:
/s/ Thomas G. Berkemeyer
 
Name:
Thomas G. Berkemeyer

January 6, 2012
exhibit21.htm
Exhibit 2.1



AGREEMENT AND PLAN OF MERGER
OF
OHIO POWER COMPANY AND
COLUMBUS SOUTHERN POWER COMPANY

This Agreement and Plan of Merger is entered into as of this 31 day of December, 2011, under Ohio Revised Code §1701.78, between Ohio Power Company (“Ohio Power”) and Columbus Southern Power Company (“CSP”) (collectively, the “Companies”), both Ohio corporations, and Witnesses that:

RECITALS

1.  
Ohio Power and CSP are corporations duly organized, validly existing and in good standing under the laws of the state of Ohio, and are regulated public utilities engaged in the business of providing electric power and related services to their customers.
2.  
Ohio Power and CSP are subsidiaries of American Electric Power Company, Inc., a New York corporation (“AEP”), which is a public utility holding company.
3.  
Ohio Power currently has authorized 40,000,000 shares of common stock, no par value, of which 27,952,473 are issued and outstanding and are held by AEP.
4.  
CSP currently has authorized 24,000,000 shares of common stock, no par value, of which 16,410,426 are issued and outstanding and are held by AEP.
5.  
The Federal Energy Regulatory Commission and the Public Utilities Commission of Ohio have authorized the merger of CSP with and into Ohio Power.  An unexecuted copy of this Agreement and Plan of Merger was submitted to the federal and state commissions for review.
6.  
The Boards of Directors of Ohio Power and CSP have each determined that it is in the best interests of both companies and their shareholders to consolidate Ohio Power and CSP into a single corporation through the merger of CSP with and into Ohio Power, and have, by resolutions, duly approved and adopted this Agreement and Plan of Merger.  The Boards of Directors of CSP and Ohio Power have, in addition, determined to recommend that this Agreement and Plan of Merger be approved and adopted by each company’s common shareholder and has directed that this Agreement and Plan of Merger be submitted to each company’s common shareholder, as required by law, for consideration, approval and adoption.

AGREEMENT
 
Now, therefore, in consideration of the premises and agreements contained herein, the parties agree as follows:
 
ARTICLE I
 
Names of Corporations
 
The names of the constituent corporations to the merger are “Ohio Power Company” and “Columbus Southern Power Company.”  In accordance with the laws of the state of Ohio and this Agreement and Plan of Merger, CSP shall be merged with and into Ohio Power which shall be, and is herein referred to as, the “Surviving Corporation.”
 
ARTICLE II
 
Effective Time
 
As soon as practicable after the execution hereof, in accordance with Ohio Revised Code §1701.81, a Certificate of Merger shall be filed in the office of the Secretary of State of the state of Ohio.  The merger shall become effective at 11:59 p.m., Columbus, Ohio time, on the last day of the month that the Certificate of Merger is filed.  Such date and time shall be the “Effective Time” referred to in this Agreement and Plan of Merger.
 
ARTICLE III
 
Effect of Merger: Articles of Incorporation; By-Laws;
Directors and Officers on the Effective Date

3.1  
At the Effective Time, CSP shall be merged with and into Ohio Power (the “Merger”), the separate corporate existence of CSP shall cease, and Ohio Power shall be the continuing and Surviving Corporation in the merger and shall continue to exist under the laws of the state of Ohio.
3.2  
The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all of the duties and liabilities of a corporation organized under Ohio law.  Title to all real estate and other property owned by CSP and Ohio Power shall be vested in the Surviving Corporation and the Surviving Corporation shall have all the liabilities of CSP and Ohio Power.  Any proceeding pending against CSP or Ohio Power at the Effective Time may be continued as if the Merger did not occur or the Surviving Corporation may be substituted in such proceeding in the case of any such proceeding against CSP.
3.3  
The Restated Articles of Incorporation of Ohio Power, as in effect immediately prior to the Effective Time, shall be the Restated Articles of Incorporation of the Surviving Corporation, until they shall thereafter be duly altered or amended.
3.4  
The Code of Regulations of Ohio Power, as in effect immediately prior to the Effective Time, shall be the By-Laws of the Surviving Corporation, until they shall thereafter be duly altered or amended.
3.5  
The directors and officers of Ohio Power immediately prior to the Effective Time shall continue to be the directors and officers of the Surviving Corporation until changed in accordance with law.
 
ARTICLE IV
 
Extinguishment of CSP Common Stock
 
The manner of carrying into effect the Merger, and the manner and the basis of converting and canceling the capital stock of the constituent companies, shall be as follows:  At the Effective Time: 1) each share of capital stock of CSP then issued and outstanding shall, by virtue of the Merger and without any action by the holder thereof, be canceled and extinguished; and 2) no new or additional stock of the Surviving Corporation shall be issued in consummating the Merger.
 
ARTICLE V
 
Miscellaneous
 
5.1.1  
The parties to this Agreement and Plan of Merger shall pay the expenses incurred by each of them, respectively, in connection with the transactions contemplated herein.
5.1.2  
The title of this Agreement and Plan of Merger and the headings herein set out are for the convenience of reference only and shall not be deemed to be part of this Agreement and Plan of Merger.
5.2  
Subject to applicable law, at any time before or after approval and adoption hereof by the shareholder of the respective Companies, this Agreement and Plan of Merger may be amended by agreement among the parties hereto and approved by their respective Board of Directors.
5.3  
This Agreement and Plan of Merger may be terminated by appropriate action taken by the Board of Directors of the Companies at any time prior to the effective time, with out liability on the part of CSP or Ohio Power.
5.4  
This Agreement and Plan of Merger and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the state of Ohio.
 
 
 

 
IN WITNESS WHEREOF, each of CSP and Ohio Power has caused this Agreement and Plan of Merger to be executed on its behalf and in its corporate name as of the date first written above.
                                 OHIO POWER COMPANY

Attest:  /s/ Steven Nourse                                                      By: /s/ Joseph Hamrock
Steven Nourse                                                                 Joseph Hamrock
                                       President


                                 COLUMBUS SOUTHERN POWER COMPANY

Attest:  /s/ Steven Nourse                                                      By: /s/ Joseph Hamrock
Steven Nourse                                                                 Joseph Hamrock
                                       President
exhibit41.htm
Exhibit 4.1



FIRST SUPPLEMENTAL INDENTURE
Dated as of December 31, 2011

THIS FIRST SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as of December 31, 2011 ( “the Supplemental Indenture”) between OHIO POWER COMPANY, an Ohio corporation (herein sometimes called the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS  (formerly known as Bankers Trust Company), (the “Trustee”).

PRELIMINARY STATEMENTS

Columbus Southern Power Company (“CSP”) and the Trustee executed an Indenture, dated as of September 1, 1997 (the “Original Indenture” and as supplemented and amended, the “Indenture”), providing, among other things, for the issuance from time to time of CSP’s Securities.  CSP issued the following series of Notes which remain outstanding as of the date hereof:

(i)           $350,000,000 aggregate principal amount of CSP’s 6.05% Senior Notes, Series G, due 2018 were authenticated and delivered pursuant to the Company Order dated May 16, 2008

(ii)           $250,000,000 aggregate principal amount of CSP’s 5.85% Senior Notes, Series F, due 2035 were authenticated and delivered pursuant to the Company Order dated October 14, 2005 ; and

(iii)           $150,000,000 aggregate principal amount of CSP’s Floating Rate Notes, Series A, due 2012 were authenticated and delivered pursuant to the Company Order dated March 16, 2010.

As of the date hereof, pursuant to the Agreement and Plan of Merger dated as of  December 31, 2011 among CSP and Ohio Power Company, CSP was merged into the Company (herein sometimes called the “Merger”) and the Company is the surviving corporation.

Pursuant to Section 9.01 of the Indenture, the Company, when authorized by Board Resolution, and the Trustee may enter into an indenture supplemental to the Indenture for one or more of the purposes set forth in such Section 9.01 without the consent of the Holders of any of the Securities at the time outstanding, including to evidence the succession of the Company to CSP as permitted under the Indenture and the assumption by the Company of the covenants of CSP in the Indenture and in the Securities.

The Company has directed the Trustee to execute and deliver this Supplemental Indenture in accordance with the terms of the Indenture.

All things necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

In consideration of the foregoing premises, the parties mutually agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I
DEFINITIONS

Section 1.1  Definitions. Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

ARTICLE II
AMENDMENTS TO INDENTURE

Section 2.1  Assumption by Company. As of the date hereof, pursuant to Sections 10.01 and 10.02 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium and interest on all of the Securities and the performance of every covenant and condition of the Indenture on the part of CSP to be performed or observed.

Section 2.2  Company Substituted. On and after the date hereof, pursuant to Sections 10.01 and 10.02 of the Indenture, the Company shall succeed to, and be substituted for and may exercise every right and power of CSP under the Indenture with the same effect as if the Company had been named as the Company in the Indenture.

Section 2.3  Receipt by Trustee. In accordance with Section 9.05 of the Indenture, the parties acknowledge that the Trustee has received an Opinion of Counsel as conclusive evidence that this Supplemental Indenture complies with the requirements of Article Ten of the Indenture.

ARTICLE III
MISCELLANEOUS

Section 3.1  Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2  Governing Law. This Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

Section 3.3  Ratification of Indenture; This Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.  This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Security Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.4  Multiple Originals. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.

Section 3.5  Headings. The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.6  Trustee. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the due execution thereof by the Company. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

Section 3.7  Representations and Warranties.  The Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this First Supplemental Indenture and to perform its duties under the Indenture, (b) following the effective date of the Merger, the Company is the successor to the Company under the Indenture and (c) this First Supplemental Indenture is executed and delivered pursuant to Section 901 and Article Ten of the Indenture and does not require consent of the Security holders.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.
 
     
Ohio Power Company
   
By:
 
 /s/ Renee V. Hawkins
   
Name: Renee V. Hawkins
   
Title:  Assistant Treasurer
 
Deutsche Bank Trust Company Americas
   
By:
 
/s/ Chris Niesz
   
Name:  Chris Niesz
   
Title:     Associate
exhibit42.htm

Exhibit 4.2



THIRD SUPPLEMENTAL INDENTURE
Dated as of December 31, 2011


THIS THIRD SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as of December 31, 2011 (herein sometimes called this “Third Supplemental Indenture”) between OHIO POWER COMPANY, an Ohio corporation (herein sometimes called the “Company”), and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Mellon, as successor to JPMorgan Chase, N.A., as successor to Bank One, N.A.), as Trustee (the “Trustee”).

RECITALS

Columbus Southern Power Company (“CSP”) and the Trustee executed an Indenture, dated as of February 1, 2003 (the “Original Indenture” and as supplemented and amended from time to time, the “Indenture”), providing, among other things, for the issuance from time to time of CSP’s Securities.

$250,000,000 aggregate principal amount of CSP’s 5.50% Senior Notes, Series C, due 2013 were authenticated and delivered pursuant to the First Supplemental Indenture dated February 14, 2003 and remain outstanding as of the date hereof.

$250,000,000 aggregate principal amount of CSP’s 6.60% Senior Notes, Series D, due 2033 were authenticated and delivered pursuant to the Second Supplemental Indenture dated February 14, 2003 and remain outstanding as of the date hereof.

As of the date hereof, pursuant to the Agreement and Plan of Merger dated as of  December 31, 2011 among CSP and the Company, CSP was merged into the Company (herein sometimes called the “Merger”) whereby the Company is the surviving corporation.

The Company, as required by Section 10.01 of the Indenture, hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 of the Indenture to be kept or performed by CSP.

Pursuant to Section 9.01 of the Indenture, the Company, when authorized by Board Resolution and the Trustee may enter into an indenture supplemental to the Indenture for one or more of the purposes set forth in such Section 9.01 without the consent of the Holders of any of the Securities at the time outstanding, including to evidence the succession of the Company to CSP as permitted under the Indenture and the assumption by the Company of the covenants of CSP in the Indenture and in the Securities.

The Company has requested that the Trustee execute and deliver this Third Supplemental Indenture in accordance with the terms of the Indenture.

All things necessary to make this Third Supplemental Indenture the legal, valid and binding obligation of the Company have been done.

In consideration of the foregoing premises, the parties mutually agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Securities:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions. Except as otherwise defined herein, capitalized terms defined in the Indenture are used herein as therein defined.

ARTICLE II
AMENDMENTS TO INDENTURE

Section 2.1 Assumption by Company. As of the date hereof, pursuant to Sections 10.01 and 10.02 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 of the Indenture to be kept or performed by CSP with the same effect as if the Company had been named as the “Company” in the Indenture.

Section 2.2 Company Substituted. On and after the date hereof, pursuant to Sections 10.01 and 10.02 of the Indenture, the Company shall succeed to, and be substituted for and may exercise every right and power of CSP under the Indenture with the same effect as if the Company had been named as the “Company” in the Indenture.

Section 2.3  Receipt by Trustee. In accordance with Sections 9.05 and 10.03 of the Indenture, the parties acknowledge that the Trustee has received an Opinion of Counsel as conclusive evidence that this Third Supplemental Indenture complies with the requirements of Article Ten of the Indenture.

ARTICLE III
MISCELLANEOUS

Section 3.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2 Governing Law. This Third Supplemental Indenture shall be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State without regard to conflicts of law principles thereof.

Section 3.3  Ratification of Indenture; This Third Supplemental Indenture Part of Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect.  This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Security Holder heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Third Supplemental Indenture.

Section 3.4 Multiple Originals. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them shall represent the same agreement.

Section 3.5 Headings. The headings of the Articles and Sections of this Third Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

Section 3.6  Trustee. The Trustee makes no representations as to, and shall not be responsible in any manner whatsoever for or in respect of, the validity or sufficiency of this Third Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

Section 3.7. Trust Indenture Act.  If and to the extent that any provision of this Third Supplemental Indenture limits, qualifies or conflicts with another provision included in this Third Supplemental Indenture or in the Indenture, which is required to be included in this Third Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended (the “TIA”), such required provision of the TIA shall control.
 
IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first written above.
 
     
Ohio Power Company
   
By:
 
/s/ Renee V. Hawkins
   
Name: Renee V. Hawkins
   
Title:   Assistant Treasurer
 
The Bank of New York Mellon Trust Company, N.A., as Trustee
   
By:
 
/s/ R. Tarnas
   
Name: R. Tarnas
   
Title:   Vice President
exhibit43.htm
Exhibit 4.3




INSTRUMENT OF ASSUMPTION
Air Quality Revenue Bonds
(Columbus Southern Power Company Project), Series 2007A

THIS INSTRUMENT OF ASSUMPTION, dated December 31, 2011, is entered into by OHIO POWER COMPANY, an Ohio corporation (the “Company”).

RECITALS

1.           Columbus Southern Company, an Ohio corporation (“CSP”), has heretofore entered into the Loan Agreement dated as of August 1, 2007 (the “Agreement”), by and between the Ohio Air Quality Development Authority, a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio (the “Issuer”) and CSP, pursuant to which CSP is obligated to make certain payments related to the Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007A issued by the Issuer under the Indenture of Trust dated as of August 1, 2007 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

2.           On the date hereof, CSP merged into the Company.

3.            Pursuant to the Agreement and Plan of Merger dated December 31, 2011 among the Company and CSP, and Ohio Revised Code §1701.82, the Company became responsible and liable for all the liabilities and obligations of CSP when the merger became effective and thereby unconditionally assumed the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 8.3(b).
 
4.           This Instrument of Assumption is being executed pursuant to Sections 7.2 and 8.3 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CSP under the Agreement and unconditionally assumes the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 8.3(b).

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.
 

OHIO POWER COMPANY

/s/ Renee V. Hawkins
By: Renee V. Hawkins
Title: Assistant Treasurer

exhibit44.htm
Exhibit 4.4



INSTRUMENT OF ASSUMPTION
Air Quality Revenue Bonds
(Columbus Southern Power Company Project), Series 2007B

THIS INSTRUMENT OF ASSUMPTION, dated December 31, 2011, is entered into by OHIO POWER COMPANY, an Ohio corporation (the “Company”).

RECITALS


1.           Columbus Southern Company, an Ohio corporation (“CSP”), has heretofore entered into the Loan Agreement dated as of August 1, 2007 (the “Agreement”), by and between the Ohio Air Quality Development Authority, a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio (the “Issuer”) and CSP, pursuant to which CSP is obligated to make certain payments related to the Air Quality Revenue Bonds (Columbus Southern Power Company Project), Series 2007B issued by the Issuer under the Indenture of Trust dated as of August 1, 2007 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

2.           On the date hereof, CSP merged into the Company.

3.            Pursuant to the Agreement and Plan of Merger dated December 31, 2011 among the Company and CSP, and Ohio Revised Code §1701.82, the Company became responsible and liable for all the liabilities and obligations of CSP when the merger became effective and thereby unconditionally assumed the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 8.3(b).
 
4.           This Instrument of Assumption is being executed pursuant to Sections 7.2 and 8.3 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CSP under the Agreement and unconditionally assumes the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 8.3(b).

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.
 

OHIO POWER COMPANY

/s/ Renee V. Hawkins
By: Renee V. Hawkins
Title: Assistant Treasurer


exhibit45.htm
Exhibit 4.5



INSTRUMENT OF ASSUMPTION
Air Quality Revenue Refunding Bonds
(Columbus Southern Power Company Project), Series 2009A

THIS INSTRUMENT OF ASSUMPTION, dated December 31, 2011, is entered into by OHIO POWER COMPANY, an Ohio corporation (the “Company”).

RECITALS


1.           Columbus Southern Company, an Ohio corporation (“CSP”), has heretofore entered into the Loan Agreement dated as of August 1, 2009 (the “Agreement”), by and between the Ohio Air Quality Development Authority, a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio (the “Issuer”) and CSP, pursuant to which CSP is obligated to make certain payments related to the Air Quality Revenue Refunding Bonds (Columbus Southern Power Company Project), Series 2009A issued by the Issuer under the Indenture of Trust dated as of August 1, 2009 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

2.           On the date hereof, CSP merged into the Company.

3.            Pursuant to the Agreement and Plan of Merger dated December 31, 2011 among the Company and CSP, and Ohio Revised Code §1701.82, the Company became responsible and liable for all the liabilities and obligations of CSP when the merger became effective and thereby unconditionally assumed the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 5.8.
 
4.  
This Instrument of Assumption is being executed pursuant to Section 5.8 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CSP under the Agreement and unconditionally assumes the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 5.8.

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.
 

OHIO POWER COMPANY

/s/ Renee V. Hawkins
By: Renee V. Hawkins
Title: Assistant Treasurer

exhibit46.htm
Exhibit 4.6



INSTRUMENT OF ASSUMPTION
Air Quality Revenue Refunding Bonds
(Columbus Southern Power Company Project), Series 2009B

THIS INSTRUMENT OF ASSUMPTION, dated December 31, 2011, is entered into by OHIO POWER COMPANY, an Ohio corporation (the “Company”).

RECITALS

1.           Columbus Southern Company, an Ohio corporation (“CSP”), has heretofore entered into the Loan Agreement dated as of August 1, 2009 (the “Agreement”), by and between the Ohio Air Quality Development Authority, a political subdivision, body politic and corporate duly organized and existing under and by virtue of the Constitution and laws of the State of Ohio (the “Issuer”) and CSP, pursuant to which CSP is obligated to make certain payments related to the Air Quality Revenue Refunding Bonds (Columbus Southern Power Company Project), Series 2009B issued by the Issuer under the Indenture of Trust dated as of August 1, 2009 (as heretofore and hereafter amended or supplemented, the “Indenture”), with The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).

2.           On the date hereof, CSP merged into the Company.

3.            Pursuant to the Agreement and Plan of Merger dated December 31, 2011 among the Company and CSP, and Ohio Revised Code §1701.82, the Company became responsible and liable for all the liabilities and obligations of CSP when the merger became effective and thereby unconditionally assumed the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 5.8.
 
4.           This Instrument of Assumption is being executed pursuant to Sections 5.8 of the Agreement.

NOW, THEREFORE, BE IT KNOWN that, in consideration of the premises and of other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Company DOES HEREBY ASSUME all of the obligations of CSP under the Agreement and unconditionally assumes the due and prompt performance of all of the obligations of CSP under the Agreement in accordance with Section 5.8.

IN WITNESS WHEREOF, the Company has caused this Instrument to be executed as of the day and year first above written.
 

OHIO POWER COMPANY

/s/ Renee V. Hawkins
By: Renee V. Hawkins
Title: Assistant Treasurer



exhibit231.htm
Exhibit 23.1
 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference in Ohio Power Company’s Pre-Effective Amendment No.1 to Registration Statement No. 333-161537 on Form S-3 of our report dated February 25, 2011, relating to the financial statements of Columbus Southern Power Company and subsidiaries, incorporated by reference in this Current Report on Form 8-K of Ohio Power Company.
 
/s/ Deloitte & Touche LLP

Columbus, Ohio
January 6, 2012