EXHIBIT 5
AGREEMENT
This Agreement (the "Agreement") entered into as of the 17th
day of July, 1995, by and among Public Service Company of Oklahoma, an
Oklahoma corporation ("PSO"); Xxxxxxx X. Xxxxx, a natural person ("Xxxxx");
Xxxxxx Xxxxx, a natural person ("Monika"); Xxxxxx X. Xxxxxxxxxx, a natural
person ("Xxxxxxxxxx"); RIKA Management Company, L.L.C., an Oklahoma limited
liability company ("Management"); Universal Power Products Company, L.L.C., an
Oklahoma limited liability company doing business as "Relay Concepts"
("Marketing"); Automated Substation Development Company, L.L.C., an Oklahoma
limited liability company ("Development"); and RC Training, L.L.C., an
Oklahoma limited liability company ("Training").
W I T N E S S E T H:
In consideration of the mutual promises set forth herein, the
parties agree as follows:
1. Agreement to Enter into Member Agreement.
(a) PSO and Management are parties to a PSO Specific Software
Application and Development Agreement of even date herewith (the "R&D
Agreement"), pursuant to which PSO intends to pay up to $3.05 million to
Management for the purposes of funding the development of certain software for
use in substation automation (the "Software").
(b) Contemporaneously with the execution of the R&D Agreement,
PSO will make application to the Securities and Exchange Commission ("SEC")
for authority under the Public Utility Holding Company Act of 1935 to make
both an equity and debt investment in Management, to make an equity investment
in Marketing, and to acquire certain equity interests in Development and
Training, all as described in a Member Agreement in the form attached hereto
as Exhibit A (the "Member Agreement"). The Members of such companies will
include PSO, Xxxxx, Xxxxxx and Xxxxxxxxxx.
(c) The parties hereby irrevocably agree that, subject to
PSO's receipt of authority from the SEC to consummate the transactions
contemplated under the Member Agreement, they will execute and deliver the
Member Agreement, including any changes to the terms thereof required by the
SEC, unless such changes are material and objected to by any party hereto. If
such authority is not received from the SEC, PSO shall have no obligations
hereunder.
2. General.
(a) This Agreement constitutes the whole and entire agreement
between the parties pertaining to the subject matter hereof, and supersedes
all prior agreements or understandings. This Agreement may not be modified
except by an instrument in writing signed by all parties.
(b) The validity, construction and enforcement of, and the
remedies under, this Agreement shall be governed in accordance with the laws
of Oklahoma, except any choice of law provision of Oklahoma law shall not
apply if the law of a state or jurisdiction other than Oklahoma would apply
thereby.
(c) The parties to this Agreement agree that jurisdiction and
venue of any action brought to enforce, or to construe or determine the
validity of, any term or provision contained in this agreement shall properly
lie in the District Court of Tulsa County, Oklahoma, or the United States
District Court for the Northern District of Oklahoma.
(d) This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective personal representatives,
successors and permitted assigns. No party may assign its, his or her
obligations hereunder without the prior written consent of all other parties;
provided, however, without the prior consent of any other party, PSO may
assign this Agreement (including the Note) to its parent corporation, Central
and South West Corporation, or any direct or indirect subsidiary of such
parent.
(e) Each party to this Agreement shall bear its, his or her
own expenses incurred in connection with negotiation, preparation and
execution of this Agreement and the transactions contemplated herein.
(f) The terms of this Agreement shall remain confidential
between the parties, except that without the consent of any other party, PSO
may disclose such terms and furnish a copy of this Agreement to its parent
corporation and affiliates described in Section 2(d) above, and to any
governmental agency having jurisdiction over PSO or any such entity.
(g) If any action is brought to enforce, or to construe or
determine the validity of, any term or provision of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees and costs of
the action.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
Public Service Company of Oklahoma
By:
Title:
Xxxxxxx X. Xxxxx
Xxxxxx Xxxxx
Xxxxxx X. Xxxxxxxxxx
RIKA Management Company, L.L.C.
By:
Xxxxxxx X. Xxxxx, Manager
Universal Power Products
Company,L.L.C.
d/b/a Relay Concepts
By:
Xxxxxxx X. Xxxxx, Manager
Automated Substation
Development Company, L.L.C.
By:
Xxxxxxx X. Xxxxx, Manager
RC Training, L.L.C.
By:
Xxxxxxx X. Xxxxx, Manager
