West Texas Utilities Co Sample Contracts

Aep Texas North Co – INDENTURE (March 11th, 2004)

EXHIBIT 4(b) AEP TEXAS NORTH COMPANY AND BANK ONE, N. A., AS TRUSTEE -------------------- INDENTURE Dated as of February 1, 2003 -------------------- CROSS-REFERENCE TABLE Section of Trust Indenture Act Section of of 1939, as amended Indenture 310(a)...................................................... 7.09 310(b)...................................................... 7.08 ...................................................... 7.10 310(c)...................................................

Aep Texas North Co – REGISTRATION RIGHTS AGREEMENT (July 21st, 2003)

EXHIBIT 4(c) REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of February 1, 2003 by and among AEP Texas North Company, a Texas corporation (the "COMPANY"), and the Initial Purchasers (as hereinafter defined). This Agreement is made pursuant to the Purchase Agreement dated February 12, 2003 (the "PURCHASE AGREEMENT"), by and among the Company, as issuer of $225,000,000 aggregate principal amount of 5.50% Senior Notes, Series A due 2013 (the "NOTES"), and the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of the aggregate principal amount of Notes specified therein. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the

Aep Texas North Co – FIRST SUPPLEMENTAL INDENTURE (July 21st, 2003)

Exhibit 4(b) ================================================================================ AEP TEXAS NORTH COMPANY TO BANK ONE, N.A. AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF FEBRUARY 1, 2003 $225,000,000 5.50% SENIOR NOTES, SERIES A DUE 2013 5.50% SENIOR NOTES, SERIES B DUE 2013 ================================================================================ TABLE OF CONTENTS PAGE

Aep Texas North Co – PLEASE NOTE THAT THE INFORMATION CONTAINED IN THIS ITEM 1 DOES NOT REFLECT (May 14th, 2003)

EXHIBIT 99.1 PLEASE NOTE THAT THE INFORMATION CONTAINED IN THIS ITEM 1 DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE FILING OF THE ANNUAL REPORT ON FORM 10-K OF THE REGISTRANTS OTHER THAN AEP OR THE ANNUAL REPORT ON FORM 10-K/A IN THE CASE OF AEP. NO ATTEMPT HAS BEEN MADE IN THIS REPORT TO MODIFY OR UPDATE OTHER DISCLOSURES EXCEPT AS REQUIRED TO REFLECT THE EFFECTS OF THE NEW REPORTABLE SEGMENTS. GLOSSARY OF TERMS The following abbreviations or acronyms used in Item 1 are defined below: Abbreviation or Acronym Definition ----------------------- ---------- AEGCo......................................AEP Generating Company, an electric utility subsidiary of AEP AEP........................................American Electric Power Company, Inc. AEPES..................................

Aep Texas North Co – OPERATING AGREEMENT (March 20th, 2003)

EXHIBIT 10(a) RESTATED AND AMENDED OPERATING AGREEMENT Among Central Power and Light Company Public Service Company of Oklahoma Southwestern Electric Power Company West Texas Utilities Company Central and South West Services, Inc. January 1, 1998 OPERATING AGREEMENT TABLE OF CONTENTS Page ARTICLE I TERM OF AGREEMENT........................... 2 ARTICLE II DEFINITIONS.............................. 2 2.1 Agent.............................

Aep Texas North Co – TRANSMISSION COORDINATION AGREEMENT (March 20th, 2003)

EXHIBIT 10(b) TRANSMISSION COORDINATION AGREEMENT Between Central Power and Light Company, West Texas Utilities Company, Public Service Company of Oklahoma, Southwestern Electric Power Company and Central and South West Services, Inc. Dated as of January 1, 1997 Revised as of October 29, 1999 TABLE OF CONTENTS Page ARTICLE I TERM OF AGREEMENT...................................................2 1.1 Effective Date.............................................2 -------------- 1.2 Peri

West Texas Utilities Co – AEP, CSW AMEND MERGER AGREEMENT (December 17th, 1999)

Exhibit 99.1 AEP, CSW Extend Merger Agreement (Note: This is a press release issued jointly by AEP and CSW on Dec. 16.) AEP, CSW AMEND MERGER AGREEMENT TO EXTEND TERM FOR AN ADDITIONAL SIX MONTHS Columbus, Ohio, and Dallas, Texas (Dec. 16, 1999) -- American Electric Power and Central and South West Corp. have mutually agreed to amend the agreement for the pending merger of the two companies to extend its term. This will allow additional time to satisfy the closing conditions contained in the agreement. This amendment to the merger agreement, approved by the boards of directors of each company, requires that AEP and CSW gain final approvals before June 30, 2000. The original merger agreement listed a Dec. 31, 1999 deadline. The merger has already received approval from state regulatory commissions in Arkansas, Louisiana, Oklahoma and Texas, the

West Texas Utilities Co – AGREEMENT AND PLAN OF MERGER (December 17th, 1999)

Exhibit 10.23.1 AMENDMENT No. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1, dated as of December 31, 1999, amends the Agreement and Plan of Merger as of December 21, 1997 by and among American Electric Power Company, Inc., a New York corporation ("AEP"), Augusta Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of AEP ("Augusta"), and Central and South West Corporation, a Delaware corporation (the "Company"). All Orders necessary for the consummation of the Merger have not been obtained. The Board of Directors of the Company, the Board of Directors of AEP, and the Board of Directors of Augusta have determined that the Termination Date of December 31, 1999 provided in Paragraph 9.1(f) of the Merger Agreement should be extended upon the terms and

West Texas Utilities Co – News Release (July 2nd, 1999)

SWEPCO Southwestern Electric Power Company A Central and South West Company News Release FOR IMMEDIATE RELEASE Exhibit 99.1 CONTACTS: Peter Main for SWEPCO, 318-673-3530 Melanie Rovner Cohen for the Committee, 312-715-4040 John Sharp for the Committee, 225-755-1060 SWEPCO, Committee, WST Increase Proposed Purchase Price in Cajun Electric Bankruptcy SHREVEPORT, LA (June 23, 1999) - Southwestern Electric Power Company, the Committee of Certain Members and Washington-St. Tammany Electric Cooperative have increased the proposed purchase price in their joint reorganization plan for Cajun Electric Power Cooperative. The base bid has been increased to $990.5 million in a plan amendment filed June 22. The previous bid of $940.5 million was submitted on April 16, 1999

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and FLOYD NICKERSON ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and MICHAEL D. SMITH ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Chang

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and TERRY D. DENNIS ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and E. R. BROOKS ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change in

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and GLENN D. ROSILIER ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Chan

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and GLENN FILES ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change in

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and FERD C. MEYER, JR. ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Cha

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and Pete Churchwell ("Executive"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "Board") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. Definitions. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and THOMAS M. HAGAN ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and RICHARD P. VERRET ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Chan

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and THOMAS V. SHOCKLEY, III ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and T. J. ELLIS ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change in

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and BRUCE EVANS ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Change in

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and ROBERT L. ZEMANEK ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Chan

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and RICHARD H. BREMER ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a Chan

West Texas Utilities Co – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)

CHANGE IN CONTROL AGREEMENT AGREEMENT between CENTRAL AND SOUTH WEST CORPORATION (the "Company"), and VENITA MCCELLON-ALLEN ("EXECUTIVE"), W I T N E S S E T H: WHEREAS, the Company desires to retain certain key employee personnel and, accordingly, the Board of Directors of the Company (the "BOARD") has approved the Company entering into a severance agreement with Executive in order to encourage his/her continued service to the Company; and WHEREAS, Executive is prepared to commit such services in return for specific arrangements with respect to severance compensation and other benefits; NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and Executive agree as follows: 1. DEFINITIONS. (a) "CHANGE IN DUTIES" shall mean the occurrence, within three years after the date upon which a

West Texas Utilities Co – Rights Agreement (November 14th, 1997)

Exhibit 4.1 Central and South West Corporation and [ ] Rights Agent Rights Agreement Dated as of _____________, 1997 Table of Contents Section Page 1. Certain Definitions...................................1 2. Appointment of Rights Agent...........................4 3. Issue of Rights Certificates..........................4 4. Form of Rights Certificates...........................6 5. Countersignature and Registration.....................7 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates...................................7 7. Exerc

West Texas Utilities Co – TRUST AGREEMENT (May 15th, 1997)

AMENDED AND RESTATED TRUST AGREEMENT among SOUTHWESTERN ELECTRIC POWER COMPANY, as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of May 1, 1997 SWEPCO CAPITAL I TABLE OF CONTENTS Page ARTICLE I Defined Terms Section 101. Definitions........................................... 2 ARTICLE II Establishment of the Trust Section 201. Name.....................................

West Texas Utilities Co – First Supplemental Indenture (May 15th, 1997)

PUBLIC SERVICE COMPANY OF OKLAHOMA AND THE BANK OF NEW YORK, as Trustee -------------------- First Supplemental Indenture Dated as of May 1, 1997 TO INDENTURE Dated as of May 1, 1997 -------------------- 8% Junior Subordinated Deferrable Interest Debentures, Series A FIRST SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1997 (the "First Supplemental Indenture"), between PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly organized and existing under the laws of the State of Oklahoma (hereinafter sometimes referred to as the "Company" or "PSO"), and THE BANK OF NEW YORK, a New York bank

West Texas Utilities Co – GUARANTEE AGREEMENT (May 15th, 1997)

GUARANTEE AGREEMENT Between SOUTHWESTERN ELECTRIC POWER COMPANY (as Guarantor) and The Bank of New York (as Guarantee Trustee) dated as of May 1, 1997 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 101. Definitions...................................................1 ARTICLE II TRUST INDENTURE ACT SECTION 201. Trust Indenture Act; Application..........................

West Texas Utilities Co – INDENTURE (May 15th, 1997)

PUBLIC SERVICE COMPANY OF OKLAHOMA AND THE BANK OF NEW YORK, AS TRUSTEE INDENTURE DATED AS OF MAY 1, 1997 JUNIOR SUBORDINATED DEBENTURES CROSS-REFERENCE TABLE Section of Trust Indenture Act Section of OF 1939, AS AMENDED INDENTURE 310(a) 7.09 310(b) 7.08 7.10 310(c) Inapplicable 311(a) 7.13 311(c) Inapplicable 312(a) 5.01 5.02(a) 312(b) 5.02(c) 5.02(d) 312(c) 5.02(e) 313(a) 5.04(a) 313(b) 5.04(b) 313(c) 5.04(a) 5.04(b) 313(d) 5.04(c) 314(a) 5.03 314(b) Inapplicable 314(c) 13.06 314(d) Inapplicable 314(e) 13.06 314(f) Inapplic

West Texas Utilities Co – First Supplemental Indenture (May 15th, 1997)

SOUTHWESTERN ELECTRIC POWER COMPANY AND THE BANK OF NEW YORK, as Trustee -------------------- First Supplemental Indenture Dated as of May 1, 1997 TO INDENTURE Dated as of May 1, 1997 -------------------- 7.875% Junior Subordinated Deferrable Interest Debentures, Series A FIRST SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1997 (the "First Supplemental Indenture"), between SOUTHWESTERN ELECTRIC POWER COMPANY, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the "Company" or "SWEPCO"), a

West Texas Utilities Co – TRUST AGREEMENT (May 15th, 1997)

AMENDED AND RESTATED TRUST AGREEMENT among PUBLIC SERVICE COMPANY OF OKLAHOMA, as Depositor, THE BANK OF NEW YORK, as Property Trustee, THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee, and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of May 1, 1997 PSO CAPITAL I TABLE OF CONTENTS Page ARTICLE I Defined Terms Section 101. Definitions.......................................... 2 ARTICLE II Establishment of the Trust Section 201. Name........................................

West Texas Utilities Co – AGREEMENT AS TO EXPENSES AND LIABILITIES (May 15th, 1997)

AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of May 1, 1997, between Public Service Company of Oklahoma, an Oklahoma corporation ("PSO"), and PSO Capital I, a Delaware business trust (the "Trust"). WHEREAS, the Trust intends to issue its Common Securities (the "Common Securities") to, and receive Debentures (as defined in the Trust Agreement) from, PSO and to issue and sell 8% Trust Originated Preferred Securities, Series A (the "Preferred Securities") with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of May 1, 1997 as the same may be amended from time to time (the "Trust Agreement"); WHEREAS, PSO will directly or indirectly own all of the Common Securities of Trust and will issue the Debentures; NOW, THEREFORE, in consideration of the purchase by each holder of the Preferred Securities, which purchase PSO

West Texas Utilities Co – GUARANTEE AGREEMENT (May 15th, 1997)

GUARANTEE AGREEMENT BETWEEN CENTRAL POWER AND LIGHT COMPANY (AS GUARANTOR) AND THE BANK OF NEW YORK (AS GUARANTEE TRUSTEE) DATED AS OF MAY 1, 1997 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS SECTION 101. Definitions...........................................1 ARTICLE II TRUST INDENTURE ACT SECTION 201. Trust Indenture Act; Application......................5 SECTION 202. List of Ho

West Texas Utilities Co – First Supplemental Indenture (May 15th, 1997)

CENTRAL POWER AND LIGHT COMPANY AND THE BANK OF NEW YORK, as Trustee -------------------- First Supplemental Indenture Dated as of May 1, 1997 TO INDENTURE Dated as of May 1, 1997 -------------------- 8.00% Junior Subordinated Deferrable Interest Debentures, Series A FIRST SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1997 (the "First Supplemental Indenture"), between CENTRAL POWER AND LIGHT COMPANY, a corporation duly organized and existing under the laws of the State of Texas (hereinafter sometimes referred to as the "Company" or "CPL"), and THE BANK OF NEW YO