250,000,000 8.25% Senior Notes, Series due January 15, 2019 UNDERWRITING AGREEMENT Dated: December 8, 2008Underwriting Agreement • December 11th, 2008 • Oklahoma Gas & Electric Co • Electric services • New York
Oklahoma Gas and Electric Company, an Oklahoma corporation (the “Company”), confirms its agreement with Greenwich Capital Markets, Inc., Mizuho Securities USA Inc. and UBS Securities LLC (the “Representatives”), and each of the other entities identified on Schedule A hereto as underwriters (collectively, with the Representatives, the “Underwriters,” which term includes any underwriter substituted as hereinafter provided in Section 11 hereof), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A hereto of $250,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes, Series due January 15, 2019 (the “Senior Notes”). The Senior Notes are to be issued pursuant to the Indenture dated as of October 1, 1995 between the Company and UMB Bank, N.A., as successor trustee (the “Trustee”), as heretofore amended and supplemented and as amended and supplement
