EXHIBIT 4(f)
TRUST AGREEMENT
This TRUST AGREEMENT, dated as of January 29, 1997, is among Public
Service Company of Oklahoma, an Oklahoma corporation, as "Depositor," The Bank
of New York, a New York banking corporation, The Bank of New York (Delaware), a
Delaware corporation, and Xxxxx X. Xxxxxx, not in their individual capacities,
but solely as Trustees. The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as "PSO Capital I," in
which name the Trustees, or the Depositor to the extent provided
herein, may conduct the business of the Trust, make and execute
contracts, and xxx and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trustees the sum of $10. The Trustees hereby acknowledge
receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustees hereby
declare that they will hold the trust estate in trust for the
Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 28
of Title 12 of the Delaware Code, 12 DEL. Css.3801 ET SEQ. (the
"Business Trust Act"), and that this document constitutes the
governing instrument of the Trust. The Trustees are hereby
authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the
provisions of the Business Trust Act.
3. The Depositor and the Trustees will enter into an amended and
restated Trust Agreement, satisfactory to each such party and
substantially in the form to be included as an Exhibit to the
1933 Act Registration Statement (as defined below), to provide
for the contemplated operation of the Trust created hereby and
the issuance of the Preferred Securities and Common Securities
referred to therein. Prior to the execution and delivery of such
amended and restated Trust Agreement, the Trustees shall not have
any duty or obligation hereunder or with respect to the trust
estate, except as otherwise required by applicable law or as may
be necessary to obtain prior to such execution and delivery any
licenses, consents or approvals required by applicable law or
otherwise.
4. The Depositor, as the sponsor of the Trust, shall have the
exclusive right and responsibility to engage in the following
activities: (i) to file with the Securities and Exchange
Commission (the "Commission") and execute, in each case on behalf
of the Trust, (a) the Registration Statement on Form S-3
(including the prospectus and the exhibits contained therein)
(the "1933 Act Registration Statement"), including any
pre-effective or post-effective amendments to such 1933 Act
Registration Statement, relating to the registration under the
Securities Act of 1933, as amended, of the Preferred Securities
of the Trust and certain other securities and (b) a Registration
Statement on Form 8-A (the "1934 Act Registration Statement")
(including any pre-effective and post-effective amendments
thereto) relating to the registration of the Preferred Securities
of the Trust under Section 12(b) of the Securities Exchange Act
of 1934, as amended; (ii) to file with the New York Stock
Exchange, any other national stock exchange or interdealer
quotation system (collectively, the "Exchange") and execute on
behalf of the Trust listing applications and all other
applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange; (iii) to file
and execute on behalf of the Trust such applications, reports,
surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under
the securities or "Blue Sky" laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or
desirable and (iv) to execute on behalf of the Trust that certain
Underwriting Agreement relating to the Preferred Securities,
among the Trust, the Depositor and the several Underwriters named
therein, substantially in the form to be included as an Exhibit
to the 1933 Act Registration Statement. In the event that any of
the filings referred to in clauses (i), (ii) and (iii) above is
required by the rules and regulations of the Commission, the
Exchange or state securities or blue sky laws, to be executed on
behalf of the Trust by any of the Trustees, Xxxxx X. Xxxxxx, in
her capacity as Trustee of the Trust, is hereby authorized and
directed to join in any such filing and to execute on behalf of
the Trust any and all of the foregoing.
5. This Trust Agreement may be executed in one or more counterparts.
6. The number of Trustees initially shall be three and thereafter
the number of Trustees shall be such number as shall be fixed
from time to time by a written instrument signed by the Depositor
which may increase or decrease the number of Trustees, provided,
however, that to the extent required by the Business Trust Act,
one Trustee shall either be a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity
which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable
Delaware law. Subject to the foregoing, the Depositor is entitled
to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty days prior notice to the
Depositor.
7. This Trust Agreement shall be governed by, and be construed in
accordance with, the laws of the State of Delaware (without
regard to conflict of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
PUBLIC SERVICE COMPANY OF OKLAHOMA,
as Depositor
By: /S/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Treasurer
THE BANK OF NEW YORK,
not in its individual capacity
but solely as Trustee
By: /S/ XXXX X. XXXXX
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but
solely as Trustee
By: /S/ XXXXXX X. XXXXX
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
/S/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx, not in her individual
capacity but solely as Trustee
