EXHIBIT 4.30
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SUPPLEMENTAL TRUST INDENTURE
FROM
OKLAHOMA GAS AND ELECTRIC COMPANY
TO
THE BANK OF
NEW YORK
TRUSTEE
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DATED
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SUPPLEMENTAL TO TRUST INDENTURE
DATED FEBRUARY 1, 1945
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TABLE OF CONTENTS
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PAGE
Parties................................................................... 1
Recitals.................................................................. 1
Form of Bond.............................................................. 3
Form of Trustee's Certificate............................................. 5
Further Recitals.......................................................... 5
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN
OF THE ORIGINAL INDENTURE
SECTION 1.01 -- Grant of certain property, including personal
property to comply with the Uniform Commercial Code,
subject to permissible encumbrances and other
exceptions contained in Original Indenture.......... 6
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES
SECTION 2.01 -- Terms of bonds of Senior Note Series ............. 7
SECTION 2.02 -- Bonds of Senior Note Series deemed fully paid upon
payment of Senior Notes............................. 8
SECTION 2.03 -- Redemption provisions may be incorporated by
reference........................................... 8
SECTION 2.04 -- Interchangeability of bonds of Senior Note
Series.............................................. 8
SECTION 2.05 -- Charges for exchange or transfer of bonds........... 8
ARTICLE III.
REDEMPTION OF BONDS OF SENIOR NOTE SERIES
SECTION 3.01 -- Redemption of Bonds................................. 10
SECTION 3.02 -- Sinking Fund for Bonds.............................. 10
SECTION 3.03 -- Payment on Redemption............................... 10
SECTION 3.04 -- Other Principal Repayments.......................... 10
I
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01 -- Names and addresses of debtor and secured party..... 11
SECTION 4.02 -- Property subject to lien............................ 11
SECTION 4.03 -- Maturity dates and principal amounts of obligations
secured............................................. 11
SECTION 4.04 -- Financing Statement adopted for all First Mortgage
Bonds listed in Section 4.03........................ 11
SECTION 4.05 -- Recording data for Original Indenture and prior
Supplemental Indentures............................. 12
SECTION 4.06 -- Financing Statement covers additional series of
First Mortgage Bonds................................ 12
ARTICLE V.
MISCELLANEOUS
SECTION 5.01 -- Recitals of fact, except as stated, are statements
of the Company...................................... 12
SECTION 5.02 -- Supplemental Trust Indenture to be construed as a
part of the Original Indenture...................... 12
SECTION 5.03 -- (a) Trust Indenture Act to control...................... 12
(b) Severability of provisions contained in Supplemental
Trust Indenture and bonds........................... 13
SECTION 5.04 -- Word "Indenture" as used herein includes in its
meaning the Original Indenture and all indentures
supplemental thereto................................ 13
SECTION 5.05 -- References to either party in Supplemental Trust
Indenture include successors or assigns............. 13
SECTION 5.06 -- (a) Provision for execution in counterparts............. 13
(b) Table of Contents and descriptive headings of
Articles not to affect meaning...................... 13
SCHEDULE A................................................................ A-1
II
SUPPLEMENTAL TRUST INDENTURE, made as of the day of by and
between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized under
the laws of the Territory of Oklahoma and existing under and by virtue of the
laws of the State of Oklahoma, having its principal office in the City of
Oklahoma City, in said State of Oklahoma (hereinafter sometimes called the
"Company"), the party of the first part, and The Bank of New York, a New York
banking corporation, having its principal office in the City of New York City,
in the State of New York, as Trustee, party of the second part:
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Trust
Indenture (hereinafter referred to as the "Original Indenture"), made as of
February 1, 1945, whereby the Company granted, bargained, sold, warranted,
released, conveyed, assigned, transferred, mortgaged, pledged, set over and
confirmed unto the trustee under said indenture and to its respective successors
in trust (herein the "Trustee"), all property, real, personal and mixed then
owned or thereafter acquired or to be acquired by the Company (except as therein
excepted from the lien thereof) and subject to the rights reserved by the
Company in and by the provisions of the Original Indenture, to be held by said
Trustee and its respective successors in trust in accordance with the provisions
of the Original Indenture for the equal pro rata benefit and security of all and
each of the bonds issued and to be issued thereunder in accordance with the
provisions thereof; and
WHEREAS, The First National Bank and Trust Company of Oklahoma City was
formerly the Trustee under the Original Indenture as supplemented; and
WHEREAS, pursuant to Article XVI of the Original Indenture, The Bank of New
York has succeeded The First National Bank and Trust Company of Oklahoma City as
Trustee under the Original Indenture, as supplemented; and
WHEREAS, Section 2.01 of the Original Indenture provides that bonds may be
issued thereunder in one or more series, each series to have such distinctive
designation as the Board of Directors of the Company may select for such series;
and
WHEREAS, the Company has heretofore issued in accordance with the provisions
of the Original Indenture, bonds of a series designated "First Mortgage Bonds,
Series due February 1, 1975," bearing interest at the rate of 2 3/4% per annum,
which were paid at maturity and are no longer outstanding; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
the following additional Supplemental Trust Indentures which, in addition to
conveying, assigning, transferring, mortgaging, pledging, setting over and
confirming to the Trustee, and its respective successors in said trust,
additional property acquired by it subsequent to the preparation of the Original
Indenture and
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of the next preceding Supplemental Trust Indenture and adding to the covenants,
conditions and agreements of the Original Indenture certain additional
covenants, conditions and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:
DATE OF
SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES
-------------------------------------- ------------------------------------------------------
December 1, 1948...................... Series due December 1, 1978 (redeemed)
June 1, 1949.......................... Series due June 1, 1979 (paid at maturity)
May 1, 1950........................... Series due May 1, 1980 (paid at maturity)
March 1, 1952......................... Series due March 1, 1982 (paid at maturity)
June 1, 1955.......................... Series due June 1, 1985 (paid at maturity)
January 1, 1957....................... Series due January 1, 1987 (paid at maturity)
June 1, 1958.......................... Series due June 1, 1988 (paid at maturity)
March 1, 1963......................... Series due March 1, 1993 (paid at maturity)
March 1, 1965......................... Series due March 1, 1995 (paid at maturity)
January 1, 1967....................... Series due January 1, 1997
January 1, 1968....................... Series due January 1, 1998
January 1, 1969....................... Series due January 1, 1999
January 1, 1970....................... Series due January 1, 2000 (redeemed)
January 1, 1972....................... Series due January 1, 2002
January 1, 1974....................... Series due January 1, 2004 (redeemed)
January 1, 1975....................... Series due January 1, 2005 (redeemed)
January 1, 1976....................... Series due January 1, 2006 (redeemed)
January 1, 1977....................... Series due January 1, 2007
November 1, 1977...................... Series due November 1, 2007
December 1, 1977...................... Pollution Control Series A (redeemed)
February 1, 1980...................... Series due February 5, 2000 (redeemed)
April 15, 1982........................ Pollution Control Series B (redeemed)
August 15, 1986....................... Series due August 15, 2016
March 1, 1987......................... Pollution Control Series C
November 15, 1990..................... Series due December 1, 2020
October 1, 1995....................... Senior Note Series A and Senior Note Series B;
July 1, 1997.......................... Senior Note Series C and Senior Note Series D; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Supplemental Trust Indenture, dated September 14, 1976, and a Supplemental Trust
Indenture, dated December 9, 1991, setting forth duly adopted modifications and
alterations to the Original Indenture and all Supplemental Trust Indentures
thereto; and
WHEREAS, the Company has agreed to issue $ principal amount of its
Senior Notes, % Series due (the "Senior Notes due ")
pursuant to the provisions of the Indenture dated as of October 1, 1995 and all
indentures supplemental thereto (the "Senior Note Indenture") between the
Company and The Bank of New York, as trustee (said trustee or any successor
trustee under the Senior Note Indenture being hereinafter referred to as the
"Senior Note Trustee"); and
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WHEREAS, in order to secure the Company's obligations to pay principal,
premium, if any, and interest on the Senior Notes due and any other series
of notes issued under the Senior Note Indenture prior to the Release Date (as
hereinafter defined) (the Senior Notes due and other notes collectively, the
"Senior Notes"), the Company desires to provide for the issuance under the
Original Indenture to the Senior Note Trustee of a new series of bonds
designated "First Mortgage Bonds, Senior Note Series ", having the same stated
rate of interest, interest payment dates, stated maturity date and redemption
provisions and in the same aggregate principal amount as the Senior Notes due
, all of such Bonds to be issued as registered bonds without coupons in
denominations of a multiple of $1,000 and to be substantially in the form and of
the tenor following, to-wit:
(Form of Bond of Senior Note Series )
OKLAHOMA GAS AND ELECTRIC COMPANY
(Incorporated under the laws of Oklahoma)
First Mortgage Bonds
Senior Note Series
This Bond is not transferable except to a successor trustee under the Indenture,
dated October 1, 1995, as supplemented, between Oklahoma Gas and Electric
Company and The Bank of New York, as trustee.
No. $
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation organized under the laws of
the Territory of Oklahoma and existing under and by virtue of the laws of the
State of Oklahoma (hereinafter called the Company), for value received, hereby
promises to pay to The Bank of New York, trustee, under the Indenture dated as
of October 1, 1995 (the "Senior Note Indenture") between the Company and The
Bank of New York or to any successor trustee under the Senior Note Indenture
(said trustee and any successor trustee under the Senior Note Indenture being
hereinafter referred to as the "Senior Note Trustee"), at the office of The Bank
of New York, at New York, New York, the sum of Dollars in lawful
money of the United States of America, on the day of ,
and to pay interest hereon from the date hereof at the rate of per cent
per annum, in like money, until the principal hereof becomes due and payable,
said interest being payable at the office of The Bank of New York, at New York,
New York, on the day of and on the day of in each
year; provided that, as long as there is no existing default in the payment of
interest and except for the payment of defaulted interest, the interest payable
on any or will be paid to the person in whose name this bond was
registered at the close of business on the record date (the prior to
such or the prior to such unless any such date is not a
business day, in which event it will be the next preceding business day).
This bond is one of a duly authorized issue of bonds of the Company, known
as its First Mortgage Bonds, of the series and designation indicated on the face
hereof, which issue of bonds consists, or may consist, of several series of
varying denominations, dates and tenors, all issued and to be issued under and
equally secured (except insofar as a sinking fund, or similar fund, established
in accordance with the provisions of the Indenture may afford additional
security for the bonds of any specific series) by a Trust Indenture dated
February 1, 1945, and Supplemental Trust Indentures thereto, dated December 1,
1948, June 1, 1949, May 1, 1950, March 1, 1952, June 1, 1955, January 1, 1957,
June 1, 1958, March 1, 1963, March 1, 1965, January 1, 1967, January 1, 1968,
January 1, 1969, January 1, 1970, January 1, 1972, January 1, 1974, January 1,
1975, January 1, 1976, September 14, 1976, January 1, 1977, November 1, 1977,
December 1, 1977, February 1, 1980, April 15, 1982, August 15, 1986, March 1,
1987, November 15, 1990, December 9, 1991, October 1, 1995, July 1, 1997 and
(all of which instruments are herein collectively called the Indenture),
between the Company and The Bank of New York (herein called the Trustee), as
successor trustee to The First National Bank and Trust Company of Oklahoma City,
to which Indenture reference is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security, the rights of the
holders of the bonds as to such security, and the terms and conditions upon
which the bonds may be issued under
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the Indenture and are secured. The principal hereof may be declared or may
become due on the conditions, in the manner and at the time set forth in the
Indenture, upon the happening of a completed default as in the Indenture
provided.
All or part of the Bonds of this Series are required to be redemed upon the
occurrence of certain events and upon the terms and conditions provided in the
Supplemental Trust Indenture dated . [All or part of the Bonds of
this Series also are subject to repayment at the option of the holders thereof
upon the terms and conditions provided in the Supplemental Trust Indenture dated
.]
The Bonds of this Series are being issued in connection with the issuance
pursuant to the Senior Note Indenture of a series of notes designated the %
Senior Notes, Series due (the "Senior Notes due
"). The Company's obligations to make payments with respect to
the principal of, premium and/or interest on the Bonds of this Series shall be
fully or partially, as the case may be, satisfied and discharged to the extent
that, at the time any such payment shall be due, the then due principal, premium
and/or interest on the Senior Notes due shall have been fully
or partially paid or there shall have been deposited with the Senior Note
Trustee pursuant to Section 2.12 of the Senior Note Indenture sufficient
available funds to fully or partially pay the then due principal of, premium, if
any, and/or interest on the Senior Notes due .
Upon payment of the principal of, premium, if any, and interest on the
Senior Notes due , whether at maturity or prior to maturity by
redemption [, purchase] or otherwise, or upon provision for the payment thereof
having been made in accordance with Section 5.01 of the Senior Note Indenture,
Bonds of this Series in a principal amount equal to the principal amount of the
Senior Notes due so paid or for which provision for payment
has been made shall be deemed fully paid, satisfied and discharged and the
obligations of the Company thereunder shall be terminated and such Bonds of this
Series shall be surrendered to and cancelled by the Trustee. From and after such
time as all bonds (other than Bonds of this Series and bonds of any other series
delivered to the Senior Note Trustee pursuant to Section 4.09 of the Senior Note
Indenture) have been retired through payment, redemption or otherwise (including
those bonds "deemed to be paid" within the meaning of that term as used in
Article X of the Original Indenture) at, before or after the maturity thereof
(the "Release Date"), the Bonds of this Series shall be deemed fully paid,
satisfied and discharged and the obligations of the Company hereunder and
thereunder shall be terminated. On the Release Date, the Bonds of this Series
shall be surrendered to and cancelled by the Trustee.
With the consent of the Company and to the extent permitted by and as
provided in the Indenture, the rights and obligations of the Company and/or of
the holders of the bonds, and/or the terms and provisions of the Indenture
and/or of any instruments supplemental thereto, may be modified or altered by
affirmative vote of the holders of at least 70% in principal amount of the bonds
then outstanding under the Indenture and any instruments supplemental thereto
(excluding bonds disqualified from voting by reason of the interest of the
Company or of certain related persons therein as provided in the Indenture);
provided that no such modification or alteration shall permit the extension of
the maturity of the principal of this bond or the reduction in the rate of
interest hereon or any other modification in the terms of payment of such
principal or interest or the taking of certain other action as more fully set
forth in the Indenture, without the consent of the holder hereof.
No recourse shall be had for the payment of principal of, premium, if any,
or interest on this bond, or any part thereof, or of any claim based hereon or
in respect hereof or of the Indenture, against any incorporator, or any past,
present or future stockholder, officer or director of the Company or of any
predecessor or successor corporation, either directly or through the Company, or
through any such predecessor or successor corporation, or through any receiver
or a trustee in bankruptcy, 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 issue hereof, expressly waived and released, as more fully provided in
the Indenture.
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This bond shall not be valid or become obligatory for any purpose unless and
until the certificate of authentication hereon shall have been signed by or on
behalf of The Bank of New York, as Trustee under the Indenture, or its successor
thereunder.
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
instrument to be signed in its name by its President or a Vice President or with
the facsimile signature of its President, and its corporate seal, or a facsimile
thereof, to be hereto affixed and attested by its Secretary or an Assistant
Secretary or with the facsimile signature of its Secretary.
Dated:
OKLAHOMA GAS AND ELECTRIC COMPANY
By ----------------------------------------
ATTEST: PRESIDENT
-----------------------------
SECRETARY
(Form of Trustee's Certificate)
This bond is one of the bonds of the series designated therein, described in
the within mentioned Indenture.
THE BANK OF NEW YORK
By ----------------------------------------
AUTHORIZED SIGNATURE
and
WHEREAS, the Company is desirous of assigning, conveying, mortgaging,
pledging, transferring and setting over unto the Trustee and to its respective
successors in trust, additional property acquired by it subsequent to the date
of the preparation of the Supplemental Trust Indenture dated ; and
WHEREAS, Sections 4.01 and 20.03 of the Original Indenture provide in
substance that the Company and the Trustee may enter into indentures
supplemental thereto for the purposes, among others, of creating and setting
forth the particulars of any new series of bonds and of providing the terms and
conditions of the issue of the bonds of any series not expressly provided for in
the Original Indenture and of assigning, conveying, mortgaging, pledging and
transferring unto the Trustee additional property of the Company, and for any
other purpose not inconsistent with the terms of the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental Trust Indenture
have been duly authorized by a resolution adopted by the Board of Directors of
the Company;
Now, THEREFORE, THIS INDENTURE WITNESSETH:
Oklahoma Gas and Electric Company, in consideration of the premises and of
one dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to
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and with The Bank of New York, as Trustee, and its successors in the trust under
the Indenture for the benefit of those who hold or shall hold the bonds and
coupons, or any of them, issued or to be issued thereunder, as follows:
ARTICLE I.
SPECIFIC SUBJECTION OF PROPERTY TO
THE LIEN OF THE ORIGINAL INDENTURE
SECTION 1.01. The Company in order to better secure the payment, both of
the principal and interest, of all bonds of the Company at any time outstanding
under the Indenture, according to their tenor and effect, and the performance of
and compliance with the covenants and conditions in the Indenture contained, has
granted, bargained, sold, warranted, released, conveyed, assigned, transferred,
mortgaged, pledged, set over and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto The Bank of New York, as Trustee and to its respective
successors in said trust forever, subject to the rights reserved by the Company
in and by the provisions of the Indenture, all of the property described and
mentioned or enumerated in a schedule hereto annexed and marked Schedule A,
reference to said schedule being hereby made with the same force and effect as
if the same were incorporated herein at length; together with all and singular
the tenements, hereditaments and appurtenances belonging or in anywise
appertaining to the aforesaid property or any part thereof with the reversion
and reversions, remainder and remainders, tolls, rents and revenues, issues,
income, product and profits thereof;
Also, in order to subject the personal property and chattels of the Company
to the lien of the Indenture and to conform with the provisions of the Uniform
Commercial Code of the State of Arkansas, all power houses, substations,
electric generating plants, including buildings and other structures,
transmission and distribution systems, generating apparatus, machinery, engines,
boilers, tanks, dynamos, electric machines, regulators, meters, transformers,
generators, motors, conduits, cables, wires, poles, crossarms, insulators,
switches, capacitors, arrestors, and electrical and mechanical appliances and
apparatus; office, shop, garage and other general buildings and structures,
furniture and fixtures; and all municipal and other franchises and all
leaseholds, licenses, permits, and privileges; all as now owned or hereafter
acquired by the Company pursuant to the provisions of the Original Indenture;
and
All the estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter acquire in and to
the aforesaid property and every part and parcel thereof;
Excluding, however, (1) all shares of stock, bonds, notes, evidences of
indebtedness and other securities other than such as may be or are required to
be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (2) cash other than such as may be or is required
to be deposited from time to time with the Trustee in accordance with the
provisions of the Indenture; (3) contracts, claims, bills and accounts
receivable and choses in action other than such as may be or are required to be
from time to time assigned to the Trustee in accordance with the provisions of
the Indenture; (4) motor vehicles; (5) any oil, gas and other minerals under or
on lands owned by the Company; (6) any stock of goods, wares and merchandise,
equipment, and supplies acquired for the purpose of sale or resale in the usual
course of business or for the purpose of consumption in the operation,
construction or repair of any of the properties of the Company; and (7) the
properties described in Schedule B annexed to the Original Indenture.
To have and to hold all property, real, personal and mixed, mortgaged,
pledged or conveyed by the Company, or intended so to be, unto the Trustee and
its successors and assigns forever, subject,
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however, to permissible encumbrances as defined in Section 1.09 of the Original
Indenture and to the further reservations, covenants, conditions, uses and
trusts set forth in the Indenture; in trust nevertheless for the same purposes
and upon the same conditions as are set forth in the Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SENIOR NOTE SERIES
SECTION 2.01. There is hereby created for issuance under the Indenture a
series of bonds designated Senior Note Series , each of which shall bear the
descriptive title "First Mortgage Bond, Senior Note Series " and the form
thereof shall contain suitable provisions with respect to the matters hereafter
specified in this Section. The bonds of said series shall be substantially of
the tenor and purport hereinbefore recited. The bonds of said series shall
mature , and shall be issued as registered bonds without coupons in
denominations of $1,000, and any multiple of $1,000 and registered in the name
of the Senior Note Trustee. The bonds of said series shall bear interest at the
rate of % per annum payable semi-annually on and of each
year. The principal and interest shall be payable to the person in whose name
such Bond is registered at the office of the Trustee at Oklahoma City, Oklahoma,
in lawful money of the United States of America.
The Company's obligation to make payments with respect to the principal of,
premium and/or interest on the Bonds of Senior Note Series shall be fully or
partially, as the case may be, satisfied and discharged to the extent that, at
the time that any such payment shall be due, the then due principal of, premium
and/or interest on the Senior Notes due shall have been fully or partially
paid or there shall have been deposited with the Senior Note Trustee pursuant to
Section 2.12 of the Senior Note Indenture sufficient available funds to fully or
partially pay the then due principal, premium, if any and/or interest on the
Senior Notes due . Bonds of Senior Note Series shall be dated as of the
interest payment date next preceding the authentication thereof by the Trustee
except that (i) if any such bond shall be authenticated before , it
shall be dated as of , , unless (iii) below is applicable, (ii)
if the Company shall at the time of the authentication of a Bond of Senior Note
Series be in default in the payment of interest upon the Bonds of Senior Note
Series , such bonds shall be dated as of the date of the beginning of the
period for which such interest is so in default, and (iii) as long as there is
no existing default in the payment of interest on the Bonds of Senior Note
Series , if any Bond of Senior Note Series shall be authenticated after the
close of business on any Record Date but on or prior to the interest payment
date relating to such Record Date, it shall be dated as of such interest payment
date.
The term "Record Date" as used herein with respect to any interest payment
date ( or ) for Bonds of Senior Note Series shall mean the
prior to such or the prior to such unless such
or shall not be a business day, in which event Record Date shall
mean the next preceding business day. The term "business day" as used herein
shall mean any day other than a Saturday or a Sunday or a day on which the
offices of the Trustee in the City of Oklahoma City, Oklahoma, are closed
pursuant to authorization of law.
SECTION 2.02. Upon payment of the principal of, premium, if any, and/or
interest on the Senior Notes due , whether at maturity or prior to maturity
by redemption [, purchase] or otherwise, or upon provision for the payment
thereof having been made in accordance with Section 5.01 of the Senior Note
Indenture, Bonds of Senior Note Series in a principal amount equal to the
principal amount of the Senior Notes due so paid or for which provision for
payment has been made shall be deemed fully paid, satisfied and discharged and
the obligations of the Company thereunder shall be terminated and such Bonds of
Senior Note Series shall be surrendered to and cancelled by the Trustee. From
and after such time as all bonds (other than Bonds of Senior Note Series and
bonds of any other series delivered to the Senior Note Trustee pursuant to
Section 4.09 of the Senior Note Indenture) have been retired through payment,
redemption or otherwise (including those bonds "deemed to be paid" within the
meaning of that term as used in Article X of the Original Indenture) at, before
or after the maturity thereof (the "Release Date"), the Bonds of Senior Note
Series shall
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be deemed fully paid, satisfied and discharged and the obligation of the Company
thereunder shall be terminated. On the Release Date, the Bonds of Senior Note
Series shall be surrendered to and cancelled by the Trustee.
SECTION 2.03. The terms and conditions of redemption of the Bonds of Senior
Note Series need not be specified in any Bond of Senior Note Series if an
appropriate reference be made in said Bond to the provisions of this
Supplemental Trust Indenture. [The terms and conditions for the repayment of the
Bonds of Senior Note Series at the option of the holder of any such Bond
need not be specified in the Bonds of Senior Note Series if an appropriate
reference is made in said Bond to the provisions of this Supplemental Trust
Indenture.]
SECTION 2.04. The registered holder of any Bond or Bonds of Senior Note
Series at his option may surrender the same at the principal corporate trust
office of the Trustee, or elsewhere if authorized by the Company, for
cancellation, in exchange for other Bonds of Senior Note Series of the same
aggregate principal amount, bearing interest as provided in Section 2.09 of the
Original Indenture. Thereupon, and upon receipt of any payment required under
the provisions of Section 2.05 hereof, the Company shall execute and deliver to
the Trustee and the Trustee shall authenticate and deliver such other registered
bonds without coupons to such registered holder at its office or at any other
place specified as aforesaid.
SECTION 2.05. No charge shall be made by the Company for any exchange or
transfer of Bonds of Senior Note Series , other than for taxes or other
governmental charges, if any, that may be imposed in relation thereto.
ARTICLE III.
REDEMPTION OF BONDS OF SENIOR NOTE SERIES
SECTION 3.01. (a) Upon notice being given of the redemption of all or part
of the Senior Notes due in accordance with the Senior Note Indenture and
such Senior Notes becoming due and payable in accordance with such notice of
redemption, the Company shall redeem on the redemption date specified in such
notice a principal amount of Bonds of Senior Note Series equal to the
principal amount of Senior Notes due to be redeemed, at a redemption price
equal to the principal amount of such Bonds of Senior Note Series to be
redeemed, plus a premium equal to the premium payable on the redemption of such
Senior Notes due , plus accrued interest to such redemption date.
(b) In the event the principal of all Senior Notes is declared due and
payable pursuant to Section 8.01(a) of the Senior Note Indenture, the Bonds of
Senior Note Series shall be redeemable in whole upon receipt by the Trustee of
a written demand (hereinafter called a "Redemption Demand") from the Senior Note
Trustee stating that there has been such declaration, stating that it is acting
pursuant to the authorization granted by Section 8.01(a) of the Senior Note
Indenture, and demanding redemption of all Senior Note First Mortgage Bonds on a
date specified in such Redemption Demand (the "Demand Redemption Date"), which
date shall not be less than 10 days nor more than 35 days after the date of the
Redemption Demand. The Trustee shall, within 3 days after receiving such
Redemption Demand, mail a copy thereof to the Company marked to indicate the
date of its receipt by the Trustee. Upon receipt by the Company of such copy of
a Redemption Demand, the Bonds of Senior Note Series shall be redeemed by the
Company on the Demand Redemption Date, upon surrender thereof by the Senior Note
Trustee to the Trustee, at a redemption price equal to the principal amount
thereof, plus accrued interest to the Demand Redemption Date. If a Redemption
Demand is rescinded by the Senior Note Trustee by written notice to the Trustee
prior to the Demand Redemption Date, the Company shall not be obligated to
redeem the Bonds of Senior Note Series on the Demand Redemption Date; but no
such rescission shall extend to or affect any subsequent acceleration of the
Senior Notes or impair any right consequent thereon.
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[(c) In the event that one or more holders of Senior Notes due properly
elect to have all or a portion of the outstanding principal amount of their
Senior Notes due repurchased by the Company on in accordance with
the Senior Note Indenture so that such principal amount of Senior Notes due
becomes due and payable on under the Senior Note Indenture, then the
Company shall repurchase on a principal amount of Bonds of Senior
Notes Series equal to the principal amount of Senior Notes due to be
repurchased on at a price equal to the principal amount of such Bonds of
Senior Note Series to be repurchased, plus accrued interest to such date.
SECTION 3.02. The Company covenants that, for so long as any Bonds of
Senior Note Series are outstanding, it will take appropriate action so that
Bonds of Senior Note Series are not redeemed or purchased pursuant to the
Sinking Fund requirement provided for in Article XII of the Original Indenture.
SECTION 3.03. Redemption [or purchase] of Bonds of Senior Note Series
shall be effected, without further notice by the Company or the Trustee, by the
payment by the Company of the applicable price specified in Section 3.01 hereof
at the place specified for payment of the principal of and interest on such
bonds.
SECTION 3.04. The Company covenants and agrees that, prior to the Release
Date, it will not take any action (except as required by Section 3.01(b) hereof)
that would cause the outstanding principal amount of the Bonds of Senior Note
Series to be less than the then outstanding principal amount of the Senior
Notes due .
ARTICLE IV.
FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 4.01. The name and address of the debtor and secured party are set
forth below:
Debtor: Oklahoma Gas and Electric Company
000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Secured Party: The Bank of New York, Trustee
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
SECTION 4.02. Reference to Article I hereof is made for a description of
the property of the debtor covered by this Financing Statement with the same
force and effect as if incorporated in this Section at length.
SECTION 4.03. The maturity dates and respective principal amounts of
obligations of the debtor secured and presently to be secured by the Original
Indenture and Supplemental Indentures, reference to all of which for the terms
and conditions thereof is hereby made with the same force and effect as if
incorporated herein at length, are as follows:
FIRST MORTGAGE BONDS PRINCIPAL AMOUNT
--------------------------------------------------------------- -------------------
Series due January 1, 1999..................................... $ 12,500,000
Series due January 1, 2002..................................... $ 40,000,000
Series due November 1, 2007.................................... $ 35,000,000
Senior Note Series A........................................... $ 110,000,000
Senior Note Series B........................................... $ 110,000,000
Senior Note Series C........................................... $ 125,000,000
Senior Note Series D........................................... $ 125,000,000
Senior Note Series E........................................... $
9
SECTION 4.04. This Financing Statement is hereby adopted for all of the
First Mortgage Bonds of the series mentioned above secured by the Indenture.
SECTION 4.05. The Original Indenture and the Supplemental Indentures as set
forth below were filed and recorded in each and every County in the States of
Oklahoma and Arkansas in which the Company has property:
Original Indenture Supplemental Indenture
Dated February 1, 1945 Dated March 1, 1952
Supplemental Indenture Supplemental Indenture
Dated December 1, 1948 Dated June 1, 1955
Supplemental Indenture Supplemental Indenture
Dated June 1, 1949 Dated January 1, 1957
Supplemental Indenture Supplemental Indenture
Dated May 1, 1950 Dated June 1, 1958
Supplemental Indenture
Dated March 1, 1963.
The Supplemental Indenture dated March 1, 1965, the Supplemental Indenture dated
January 1, 1967, the Supplemental Indenture dated January 1, 1968, the
Supplemental Indenture dated January 1, 1969, the Supplemental Indenture dated
January 1, 1970, the Supplemental Indenture dated January 1, 1972, the
Supplemental Indenture dated January 1, 1974, the Supplemental Indenture dated
January 1, 1975, the Supplemental Indenture dated January 1, 1976, the
Supplemental Indenture dated September 14, 1976, the Supplemental Indenture
dated January 1, 1977, the Supplemental Indenture dated November 1, 1977, the
Supplemental Indenture dated December 1, 1977, the Supplemental Indenture dated
February 1, 1980, the Supplemental Indenture dated April 15, 1982, the
Supplemental Indenture dated August 15, 1986, the Supplemental Indenture dated
March 1, 1987, the Supplemental Indenture dated November 15, 1990, the
Supplemental Indenture dated December 9, 1991, the Supplemental Indenture dated
October 1, 1995, the Supplemental Indenture dated July 1, 1997 and the
Supplemental Indenture dated respectively, were each filed as a
Public Service Mortgage and recorded as a Real Estate Mortgage with the
Secretary of State of the State of Oklahoma at Oklahoma City and were each filed
and recorded in each and every county in the State of Arkansas in which the
Company has property and were filed with the Secretary of State of the State of
Arkansas.
SECTION 4.06. The property covered by this Financing Statement shall also
secure additional series of First Mortgage Bonds of the debtor which may be
issued from time to time in the future in accordance with the provisions of the
Indenture.
ARTICLE V.
MISCELLANEOUS
SECTION 5.01. The recitals of fact herein and in the bonds (except the
Trustee's Certificate) shall be taken as statements of the Company and shall not
be construed as made by the Trustee. The Trustee makes no representations as to
the value of any of the property subjected to the lien of the Indenture, or any
part thereof, or as to the title of the Company thereto, or as to the security
afforded thereby and hereby, or as to the validity of this Supplemental Trust
Indenture and the Trustee shall incur no responsibility in respect of such
matters.
SECTION 5.02. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Indenture.
10
SECTION 5.03. (a) If any provision of this Supplemental Trust Indenture
limits, qualifies, or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this Supplemental Trust Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provisions shall control.
(b) In case of any one or more of the provisions contained in this
Supplemental Trust Indenture or in the bonds issued hereunder should be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.
SECTION 5.04. Wherever in this Supplemental Trust Indenture the word
"Indenture" is used without either prefix, "Original" or "Supplemental," such
word was used intentionally to include in its meaning both the Original
Indenture and all indentures supplemental thereto.
SECTION 5.05. Whenever in this Supplemental Trust Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 5.06. (a) This Supplemental Trust Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
(b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Trust Indenture were formulated, used and inserted
in this Supplemental Trust Indenture for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
11
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma
corporation, party of the first part, has caused its corporate name and seal to
be hereunto affixed, and this Supplemental Trust Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, for and in its behalf, and The Bank of New York, a New York banking
corporation, as Trustee, party of the second part, to evidence its acceptance of
the trust hereby created, has caused its corporate name and seal to be hereunto
affixed, and this Supplemental Trust Indenture to be signed by its President or
a Vice President, and attested by a Vice President, for and in its behalf, all
done this day of , A.D. .
OKLAHOMA GAS AND ELECTRIC COMPANY
BY , SENIOR VICE
PRESIDENT.
(CORPORATE SEAL)
ATTEST:
/S/
, SECRETARY.
Executed by Oklahoma Gas and
Electric Company in presence of:
/s/
,
/s/
, WITNESSES.
THE BANK OF NEW YORK
/s/
BY , VICE PRESIDENT.
(CORPORATE SEAL)
ATTEST:
, VICE PRESIDENT.
Executed by The Bank of New York
in presence of:
/s/
,
/s/
, WITNESSES.
12
STATE OF OKLAHOMA.
SS:
COUNTY OF OKLAHOMA.
Before me, a Notary Public in and for said County and State, on this day
of , personally appeared , to me known to be the
identical person who subscribed the name of Oklahoma Gas and Electric Company,
one of the makers thereof, to the foregoing instrument as its Vice President,
and acknowledged to me that he executed the same as his free and voluntary act
and deed and as the free and voluntary act and deed of such corporation for the
uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/
, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
STATE OF NEW YORK.
SS:
COUNTY OF .
Before me, a Notary Public in and for said County and State, on this day
of , personally appeared , to me known to be the
identical person who subscribed the name of The Bank of New York, one of the
makers thereof, to the foregoing instrument as its Vice President, and
acknowledged to me that she executed the same as her free and voluntary act and
deed and as the free and voluntary act and deed of such national banking
association for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/
, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
13
SCHEDULE A
REAL PROPERTIES
IN THE STATE OF OKLAHOMA
The following described real property, situate, lying and being in the
County of , State of Oklahoma, to-wit:
IN THE STATE OF ARKANSAS
The following described real property, situate, lying and being in the
County of , State of Arkansas, to-wit:
A-1
SUPPLEMENTAL TRUST INDENTURE RECORDING DATA
OKLAHOMA
FILING DATE:
FILED AS REAL ESTATE MORTGAGE
PUBLIC SERVICE ------------------------------
MORTGAGE NO. BOOK PAGE
---------------- --------------- -------------
Secretary of State
Oklahoma City..................................
SUPPLEMENTAL TRUST INDENTURE RECORDING DATA
ARKANSAS
FILING DATE:
REAL ESTATE MORTGAGE
DOCUMENT ------------------------------
NUMBER BOOK PAGE
---------------- --------------- -------------
Secretary of State
Little Rock....................................
Sebastian County.................................
Franklin County..................................
Xxxxx County.....................................
Xxxxxxxx County..................................
Xxxxxxx County...................................
Xxxxx County.....................................
Washington County................................
UCC..............................................
A-2
