EXHIBIT 4.02
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PUBLIC SERVICE COMPANY OF OKLAHOMA
to
LIBERTY BANK AND TRUST COMPANY OF TULSA,
NATIONAL ASSOCIATION,
as Trustee
_________________________
First Supplemental Indenture
Dated as of February 1, 1996
Supplemental to the Indenture
dated as of February 1, 1996
Establishing a series of Securities
designated Medium-Term Notes, Series A
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FIRST SUPPLEMENTAL INDENTURE, dated as of February 1, 1996
(herein called the "First Supplemental Indenture"), between
Public Service Company of Oklahoma, a corporation duly organized
and existing under the laws of Oklahoma (hereinafter called the
"Company") and Liberty Bank and Trust Company of Tulsa, National
Association, as Trustee under the Original Indenture referred to
below (hereinafter called the "Trustee").
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an indenture dated as of February 1, 1996
(hereinafter called the "Original Indenture"), to provide for the
issuance from time to time of its debentures, notes or other
evidences of indebtedness (herein called the "Securities"), the
form and terms of which are to be established as set forth in
Sections 201 and 301 of the Original Indenture;
WHEREAS, Section 901 of the Original Indenture provides,
among other things, that the Company and the Trustee may enter
into indentures supplemental to the Original Indenture for, among
other things, the purpose of establishing the form and terms of
the Securities of any series as permitted in Sections 201 and 301
of the Original Indenture;
WHEREAS, the Company desires to create a series of the
Securities in an aggregate principal amount of up to $75,000,000
to be designated the "Medium-Term Notes, Series A" (the "Senior
Notes"), and all action on the part of the Company necessary to
authorize the issuance of the Senior Notes under the Original
Indenture and this First Supplemental Indenture has been duly
taken; and
WHEREAS, all acts and things necessary to make the Senior
Notes, when executed by the Company and completed, authenticated
and delivered by the Trustee as provided in the Original
Indenture and this First Supplemental Indenture, the valid and
binding obligations of the Company and to constitute these
presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the
acceptance and purchase of the Senior Notes by the holders
thereof and of the acceptance of this trust by the Trustee, the
Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Senior Notes, as follows:
ARTICLE ONE
Definitions
The use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the
Original Indenture and the forms of Senior Notes attached hereto
as Exhibit A and Exhibit B.
ARTICLE TWO
Terms and Issuance of the Medium-Term Notes, Series A
Section 201. Issue of Senior Notes. A series of Securities
which shall be designated the "Medium-Term Notes, Series A" shall
be executed, authenticated and delivered from time to time in
accordance with the provisions of, and shall in all respects be
subject to, the terms, conditions and covenants of, the Original
Indenture and this First Supplemental Indenture (including the
form of Certificated Senior Note set forth in Exhibit A and the
form of Global Senior Note set forth in Exhibit B hereto). The
aggregate principal amount of the Senior Notes which may be
authenticated and delivered under the First Supplemental
Indenture shall not, except as permitted by the provisions of the
Original Indenture, exceed $75,000,000.
Section 202. Form of Senior Notes; Incorporation of Terms.
The form of the Senior Notes shall be (i) substantially in the
form of Exhibit A attached hereto if the Company advises the
Trustee that the Senior Notes are not to be issued as Global
Securities at the time that the Company transmits to the Trustee
settlement information relating to the Senior Notes as
contemplated by the Administrative Procedures referred to in the
Distribution Agreement, dated February 26, 1996, among the
Company and Xxxxx Xxxxxx Inc. and Xxxxxx Xxxxxxx & Co.
Incorporated or (ii) substantially in the form of Exhibit B
attached hereto if the Company does not so notify the Trustee.
The Senior Notes shall be registered in such names, shall be in
such amounts and shall have such Original Issue Dates, Interest
Rates, Maturity Dates, Redemption Dates, if any, Initial
Redemption Percentages, if any, and Annual Redemption Percentage
Reductions, if any, as are communicated by the Company to the
Trustee in accordance with such Administrative Procedures. The
terms of such Senior Notes are herein incorporated by reference
and are part of this First Supplemental Indenture.
Section 203. Depositary for Global Securities. The
Depositary for any Global Securities of the series of which this
Security is a part shall be The Depository Trust Company in The
City of New York.
Section 204. Limitation on Liens. The covenant provided by
Section 1007 of the Original Indenture shall be applicable to the
Senior Notes.
Section 205. Place of Payment. The Place of Payment in
respect of the Senior Notes will be at the principal office or
agency of the Company in the City of New York, State of New York
or at the principal office or place of business of the Trustee or
its successor in trust under the Indenture, which, at the date
hereof, is located at 00 Xxxx Xxxxx Xxxxxx, Xxxxx, Xxxxxxxx.
Section 206. The related series of Senior Note Mortgage
Bonds for the Senior Notes shall be the Company's First Mortgage
Bonds, Series X.
ARTICLE THREE
Miscellaneous
Section 301. Execution as Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as
provided in the Original Indenture, this First Supplemental
Indenture forms a part thereof.
Section 302. Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this First
Supplemental Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.
Section 303. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the
construction hereof.
Section 304. Successors and Assigns. All covenants and
agreements by the Company in this First Supplemental Indenture
shall bind its successors and assigns, whether so expressed or
not.
Section 305. Separability Clause. In case any provision in
this First Supplemental Indenture or in the Senior Notes shall be
invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
Section 306. Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Senior
Notes, express or implied, shall give to any person, other than
the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or
claim under this First Supplemental Indenture.
Section 307. Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
[SEAL]
PUBLIC SERVICE COMPANY OF
OKLAHOMA
By________________________
Name:
Title:
Attest:
___________________
Name: LIBERTY BANK AND TRUST COMPANY OF
Title: TULSA, NATIONAL ASSOCIATION,
As Trustee
[SEAL]
By___________________________
Name:
Title:
Attest:
_________________________
Name:
Title:
STATE OF NEW YORK }
:ss
COUNTY OF NEW YORK}
On this ___ day of February, 1996, before me personally
came ________________, to me known, who, being by me duly sworn,
did depose and say that he is a ______________ of Public Service
Company of Oklahoma, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his
name thereto by like authority.
____________________________
STATE OF NEW YORK }
:ss
COUNTY OF NEW YORK}
On this ___ day of February, 1996, before me personally
came ________________, to me known, who, being by me duly sworn,
did depose and say that he is a ______________ of Liberty Bank
and Trust Company of Tulsa, National Association, one of the
corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it
was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.
____________________________
EXHIBIT A
[FORM OF FACE OF CERTIFICATED SENIOR NOTE]
PUBLIC SERVICE COMPANY OF OKLAHOMA
MEDIUM-TERM NOTE, SERIES A
CUSIP No. ____
No. __________ $__________
PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly
organized and existing under the laws of the State of Oklahoma
(herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
___________________________________, or registered assigns, the
principal sum of ________________________ Dollars on
_________________________________ (the "Maturity Date") [(except
to the extent redeemed prior to the Maturity Date)], and to pay
interest thereon from ________ (the "Original Issue Date"), or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on __________ and
__________ in each year (each, an "Interest Payment Date") and at
the Maturity Date [(or any Redemption Date as defined on the
reverse hereof)], commencing on the first Interest Payment Date
succeeding the Original Issue Date of this Security (unless the
Original Issue Date is after the Regular Record Date (as defined
below) and before the immediately following Interest Payment
Date, in which case interest payments will commence on the next
succeeding Interest Payment Date), at _____% (the "Interest
Rate"), until the principal hereof is paid or made available for
payment, and, subject to the terms of the Indenture, at the
Interest Rate on any overdue principal and premium, if any, and
(to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
__________ or _________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date; provided,
however, that interest payable on the Maturity Date [(or any
Redemption Date)] will be payable to the Person to whom the
principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of, interest and premium, if
any, on this Security will be made at the office or agency of the
Company maintained for that purpose in __________________, in
such coin or currency of the United States of America as at the
time of payment is legal tender for the payment of public and
private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall
appear in the Security Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
or an Authenticating Agent, by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
[Seal] PUBLIC SERVICE COMPANY OF OKLAHOMA
By______________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein and referred to in the within-mentioned Indenture.
LIBERTY BANK AND TRUST COMPANY OF TULSA,
NATIONAL ASSOCIATION,
as Trustee
By________________________________
Authorized Officer
[FORM OF REVERSE OF CERTIFICATED SENIOR NOTE]
PUBLIC SERVICE COMPANY OF OKLAHOMA
MEDIUM-TERM NOTE, SERIES A
This Security is one of a duly authorized series of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of February 1, 1996, as supplemented by a First
Supplemental Indenture, dated as of February 1, 1996 (herein
collectively called the "Indenture"), between the Company and
Liberty Bank and Trust Company of Tulsa, National Association, as
trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental 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 Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $75,000,000.
The individual Securities of this series may bear different
original issue dates, maturity dates and interest rates and may
vary in such other ways as are provided in the Indenture.
Interest payments for this Security will be computed
and paid on the basis of a 360-day year of twelve 30-day months.
If an Interest Payment Date falls on a day that is not a Business
Day, such Interest Payment Date will be the following day that is
a Business Day.
Prior to the Release Date (as hereinafter defined), the
Securities of this series will be secured by first mortgage bonds
(the "Senior Note Mortgage Bonds") delivered by the Company to
the Trustee for the benefit of the Holders of the Securities,
issued under the Indenture, dated July 1, 1945, by and between
the Company and Liberty Bank and Trust Company of Tulsa, National
Association (successor solely by change of corporate name to The
First National Bank and Trust Company of Tulsa) (the "First
Mortgage Trustee"), as supplemented and modified (the "First
Mortgage Indenture") pursuant to the Supplemental Indenture dated
February 1, 1996. Reference is made to the First Mortgage
Indenture and the Indenture for a description of property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the first mortgage bonds under the First
Mortgage Indenture and of the First Mortgage Trustee in respect
thereof, the duties and immunities of the First Mortgage Trustee
and the terms and conditions upon which the Senior Note Mortgage
Bonds are secured and the circumstances under which additional
first mortgage bonds may be issued.
FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS
(OTHER THAN SENIOR NOTE MORTGAGE BONDS) ISSUED UNDER THE FIRST
MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION
OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED TO BE
PAID" WITHIN THE MEANING OF THAT TERM AS USED IN ARTICLE XII OF
THE FIRST MORTGAGE INDENTURE) AT, BEFORE OR AFTER THE MATURITY
THEREOF (THE "RELEASE DATE"), THE SENIOR NOTE MORTGAGE BONDS
SHALL, AT THE OPTION OF THE COMPANY, CEASE TO SECURE THE
SECURITIES OF THIS SERIES IN ANY MANNER. IN CERTAIN
CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE
INDENTURE, THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE
PRINCIPAL AMOUNT OF A SERIES OF SENIOR NOTE MORTGAGE BONDS HELD
BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN
AMOUNT LESS THAN THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE SERIES OF SECURITIES INITIALLY ISSUED CONTEMPORANEOUSLY WITH
SUCH SENIOR NOTE MORTGAGE BONDS.
[If applicable, insert -- This security is not subject
to redemption prior to maturity.] [If applicable, insert -- The
Securities of this series are subject to redemption upon not less
than 30 or more than 60 days' notice by mail to the Holders of
such Securities at their addresses in the Security Register for
such series, [if applicable, insert -- (1) on __________ in any
year commencing with the year ____ and ending with the year ____
through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)]
at any time [on or after ___________, 19__], as a whole or in
part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):
If redeemed [on or before _____________, ___%, and if
redeemed] during the 12-month period beginning ___________, of
the years indicated:
Redemption Redemption
Year Price Year Price
and thereafter at a Redemption Price equal to ___% of the
principal amount, together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking
fund or otherwise)] with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in
the Indenture.]
[If applicable, insert -- The Securities of this series
are subject to redemption upon not less than 30 or more than 60
days' notice by mail to the Holders of such Securities at their
addresses in the Security Register for such series, (1) on
____________ in any year commencing with the year ____ and ending
with the year ____ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or
after ____________], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table
below:
If redeemed during the 12-month period beginning ______________
of the years indicated:
Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
and thereafter at a Redemption Price equal to ___% of the
principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with
accrued and unpaid interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]
[If applicable, insert -- Notwithstanding the
foregoing, the Company may not, prior to _________, redeem any
Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly,
of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial
practice) of less than ___% per annum.]
[The sinking fund for this series provides for the
redemption on _________ in each year beginning with the year ____
and ending with the year ____ of [not less than] __________
[("mandatory sinking fund") and, at the option of the Company,
not more than __________] aggregate principal amount of
Securities of this series. [Securities of this series acquired
or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made
in the order in which they become due.]]
[In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]
The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein.
[If the Security is not an Original Issue Discount
Security, insert -- If an Event of Default with respect to
Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture and, upon such declaration, the Trustee can demand the
redemption of the Senior Note Mortgage Bonds as provided in the
Indenture.]
[If the Security is an Original Issue Discount
Security, insert -- If an Event of Default with respect to
Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series (the
"Acceleration Amount") may be declared due and payable in the
manner and with the effect provided in the Indenture and, upon
such declaration, the Trustee can demand the redemption of the
Senior Note Mortgage Bonds as provided in the Indenture. In case
of a declaration of acceleration on or before ________, __ or on
_____________ in any year, the Acceleration Amount per ______
principal amount at Stated Maturity of the Securities shall be
equal to the amount set forth in respect of such date below:
Acceleration
Amount
per _______
principal amount
Date of declaration at Stated Maturity
and in case of a declaration of acceleration on any other date,
the Acceleration Amount shall be equal to the Acceleration Amount
as of the next preceding date set forth in the table above, plus
accrued original issue discount (computed in accordance with the
method used for calculating the amount of original issue discount
that accrues for Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to
maturity. For the purpose of this computation the yield to
maturity is ___%. Upon payment (i) of the Acceleration Amount so
declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all
of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this
series shall terminate.]
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of all series to
be affected (voting as a class). The Indenture also contains
provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security 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, if
any, on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of
the Company in any place where the principal of (and premium, if
any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar
duly executed by, the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities 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 therein set forth, Securities of
this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
EXHIBIT B
[FORM OF FACE OF GLOBAL SENIOR NOTE]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON
OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY
THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, OR ANY DEFINITIVE NOTE IS
ISSUED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
PUBLIC SERVICE COMPANY OF OKLAHOMA
MEDIUM-TERM NOTE, SERIES A
CUSIP No. ____
No. __________ $__________
PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly
organized and existing under the laws of the State of Oklahoma
(herein called the "Company", which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
___________________________________, or registered assigns, the
principal sum of ________________________ Dollars on
_________________________________ (the "Maturity Date") [(except
to the extent redeemed prior to the Maturity Date)], and to pay
interest thereon from ________ (the "Original Issue Date"), or
from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on __________ and
__________ in each year (each, an "Interest Payment Date") and at
the Maturity Date [(or any Redemption Date as defined on the
reverse hereof)], commencing on the first Interest Payment Date
succeeding the Original Issue Date of this Security (unless the
Original Issue Date is after [the Regular Record Date (as defined
below)] and before the immediately following [Interest Payment
Date], in which case interest payments will commence on the next
succeeding [Interest Payment Date]), at _____% (the "Interest
Rate"), until the principal hereof is paid or made available for
payment, and, subject to the terms of the Indenture, at the
Interest Rate on any overdue principal and premium, if any, and
(to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest. The
interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the
__________ or _________ (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date; provided,
however, that interest payable on the Maturity Date [(or any
Redemption Date)] will be payable to the Person to whom the
principal hereof shall be payable. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof shall be given to
Holders of Securities of this series not less than 10 days prior
to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and
interest, if any, on this Security will be made at the office or
agency of the Company maintained for that purpose in
__________________, in such coin or currency of the United States
of America as at the time of payment is legal tender for the
payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof,
or an Authenticating Agent, by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal.
Dated:
[Seal] PUBLIC SERVICE COMPANY OF OKLAHOMA
By______________________________________
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein and referred to in the within-mentioned Indenture.
LIBERTY BANK AND TRUST COMPANY OF TULSA,
NATIONAL ASSOCIATION,
as Trustee
By________________________________
Authorized Officer
[FORM OF REVERSE OF GLOBAL SENIOR NOTE]
PUBLIC SERVICE COMPANY OF OKLAHOMA
MEDIUM-TERM NOTE, SERIES A
This Security is one of a duly authorized series of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of February 1, 1996, as supplemented by a First
Supplemental Indenture, dated as of February 1, 1996 (herein
collectively called the "Indenture"), between the Company and
Liberty Bank and Trust Company of Tulsa, National Association, as
trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and
all indentures supplemental 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 Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face
hereof, limited in aggregate principal amount to $75,000,000.
The individual Securities of this series may bear different
original issue dates, maturity dates and interest rates and may
vary in such other ways as are provided in the Indenture.
Interest payments for this Security will be computed
and paid on the basis of a 360-day year of twelve 30-day months.
If an Interest Payment Date falls on a day that is not a Business
Day, such Interest Payment Date will be the following day that is
a Business Day.
Prior to the Release Date (as hereinafter defined), the
Securities of this series will be secured by first mortgage bonds
(the "Senior Note Mortgage Bonds") delivered by the Company to
the Trustee for the benefit of the Holders of the Securities,
issued under the Indenture, dated July 1, 1945, by and between
the Company and Liberty Bank and Trust Company of Tulsa, National
Association (successor solely by change of corporate name to The
First National Bank and Trust Company of Tulsa) (the "First
Mortgage Trustee"), as supplemented and modified (the "First
Mortgage Indenture") pursuant to the Supplemental Indenture dated
February 1, 1996. Reference is made to the First Mortgage
Indenture and the Indenture for a description of property
mortgaged and pledged, the nature and extent of the security, the
rights of the holders of the first mortgage bonds under the First
Mortgage Indenture and of the First Mortgage Trustee in respect
thereof, the duties and immunities of the First Mortgage Trustee
and the terms and conditions upon which the Senior Note Mortgage
Bonds are secured and the circumstances under which additional
first mortgage bonds may be issued.
FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS
(OTHER THAN SENIOR NOTE MORTGAGE BONDS) ISSUED UNDER THE FIRST
MORTGAGE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT, REDEMPTION
OR OTHERWISE (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED TO BE
PAID" WITHIN THE MEANING OF THAT TERM AS USED IN ARTICLE XII OF
THE FIRST MORTGAGE INDENTURE) AT, BEFORE OR AFTER THE MATURITY
THEREOF (THE "RELEASE DATE"), THE SENIOR NOTE MORTGAGE BONDS
SHALL, AT THE OPTION OF THE COMPANY, CEASE TO SECURE THE
SECURITIES OF THIS SERIES IN ANY MANNER. IN CERTAIN
CIRCUMSTANCES PRIOR TO THE RELEASE DATE AS PROVIDED IN THE
INDENTURE, THE COMPANY IS PERMITTED TO REDUCE THE AGGREGATE
PRINCIPAL AMOUNT OF A SERIES OF SENIOR NOTE MORTGAGE BONDS HELD
BY THE TRUSTEE, BUT IN NO EVENT PRIOR TO THE RELEASE DATE TO AN
AMOUNT LESS THAN THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF
THE SERIES OF SECURITIES INITIALLY ISSUED CONTEMPORANEOUSLY WITH
SUCH SENIOR NOTE MORTGAGE BONDS.
[If applicable, insert -- This security is not subject
to redemption prior to maturity.] [If applicable, insert -- The
Securities of this series are subject to redemption upon not less
than 30 or more than 60 days' notice by mail to the Holders of
such Securities at their addresses in the Security Register for
such series, [if applicable, insert -- (1) on __________ in any
year commencing with the year ____ and ending with the year ____
through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)]
at any time [on or after ___________, 19__], as a whole or in
part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):
If redeemed [on or before _____________, ___%, and if
redeemed] during the 12-month period beginning ___________, of
the years indicated:
Redemption Redemption
Year Price Year Price
and thereafter at a Redemption Price equal to ___% of the
principal amount, together in the case of any such redemption [if
applicable, insert -- (whether through operation of the sinking
fund or otherwise)] with accrued and unpaid interest to the
Redemption Date, but interest installments whose Stated Maturity
is on or prior to such Redemption Date will be payable to the
Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in
the Indenture.]
[If applicable, insert -- The Securities of this series
are subject to redemption upon not less than 30 or more than 60
days' notice by mail to the Holders of such Securities at their
addresses in the Security Register for such series, (1) on
____________ in any year commencing with the year ____ and ending
with the year ____ through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation
of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below, and (2) at any time [on or
after ____________], as a whole or in part, at the election of
the Company, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table
below:
If redeemed during the 12-month period beginning
______________ of the years indicated:
Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation
Year Sinking Fund of the Sinking Fund
and thereafter at a Redemption Price equal to ___% of the
principal amount, together in the case of any such redemption
(whether through operation of the sinking fund or otherwise) with
accrued and unpaid interest to the Redemption Date, but interest
installments whose Stated Maturity is on or prior to such
Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, of record at
the close of business on the relevant Record Dates referred to on
the face hereof, all as provided in the Indenture.]
[If applicable, insert -- Notwithstanding the
foregoing, the Company may not, prior to _________, redeem any
Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any
refunding operation by the application, directly or indirectly,
of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial
practice) of less than ___% per annum.]
[The sinking fund for this series provides for the
redemption on _________ in each year beginning with the year ____
and ending with the year ____ of [not less than] __________
[("mandatory sinking fund") and, at the option of the Company,
not more than __________] aggregate principal amount of
Securities of this series. [Securities of this series acquired
or redeemed by the Company otherwise than through [mandatory]
sinking fund payments may be credited against subsequent
[mandatory] sinking fund payments otherwise required to be made
in the order in which they become due.]]
[In the event of redemption of this Security in part
only, a new Security or Securities of this series and of like
tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]
The Indenture contains provisions for defeasance of (a)
the entire indebtedness of this Security and (b) certain
restrictive covenants upon compliance by the Company with certain
conditions set forth therein.
[If the Security is not an Original Issue Discount
Security, insert -- If an Event of Default with respect to
Securities of this series shall occur and be continuing, the
principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture and, upon such declaration, the Trustee can demand the
redemption of the Senior Note Mortgage Bonds as provided in the
Indenture.]
[If the Security is an Original Issue Discount
Security, insert -- If an Event of Default with respect to
Securities of this series shall occur and be continuing, an
amount of principal of the Securities of this series (the
"Acceleration Amount") may be declared due and payable in the
manner and with the effect provided in the Indenture and, upon
such declaration, the Trustee can demand the redemption of the
Senior Note Mortgage Bonds as provided in the Indenture. In case
of a declaration of acceleration on or before ________, __ or on
_____________ in any year, the Acceleration Amount per ______
principal amount at Stated Maturity of the Securities shall be
equal to the amount set forth in respect of such date below:
Acceleration
Amount
per _______
principal amount
Date of declaration at Stated Maturity
and in case of a declaration of acceleration on any other date,
the Acceleration Amount shall be equal to the Acceleration Amount
as of the next preceding date set forth in the table above, plus
accrued original issue discount (computed in accordance with the
method used for calculating the amount of original issue discount
that accrues for Federal income tax purposes) from such next
preceding date to the date of declaration at the yield to
maturity. For the purpose of this computation the yield to
maturity is ___%. Upon payment (i) of the Acceleration Amount so
declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all
of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this
series shall terminate.]
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time Outstanding of all series to
be affected (voting as a class). The Indenture also contains
provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such
series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon
such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security 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, if
any, on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.
This Security shall be exchangeable for Securities
registered in the names of Persons other than the Depositary with
respect to such series or its nominee only as provided in this
paragraph. This Security shall be so exchangeable if (x) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for such series or at any time ceases to
be a clearing agency registered as such under the Securities
Exchange Act of 1934, (y) the Company executes and delivers to
the Trustee an Officers' Certificate providing that this Security
shall be so exchangeable or (z) there shall have occurred and be
continuing an Event of Default with respect to the Securities of
such series. Securities so issued in exchange for this Security
shall be of the same series, having the same interest rate, if
any, and maturity and having the same terms as this Security, in
authorized denominations and in the aggregate having the same
principal amount as this Security and registered in such names as
the Depositary for such Global Security shall direct.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of a Security of the
series of which this Security is a part is registrable in the
Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company
in any place where the principal of (and premium, if any) and
interest, if any, on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his or her attorney duly
authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of the series of which this Security is
a part 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
therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
This Security shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
