----------------------------------------------------------------------
----------------------------------------------------------------------
SUPPLEMENTAL TRUST INDENTURE
RELEASING AND DISCHARGING THE TRUST INDENTURE
DATED FEBRUARY 1, 1945
FROM
OKLAHOMA GAS AND ELECTRIC COMPANY
TO
THE BANK OF
NEW YORK
TRUSTEE
---------
DATED AS OF APRIL 6, 1998
---------
SUPPLEMENTAL TO TRUST INDENTURE
DATED FEBRUARY 1, 1945
----------------------------------------------------------------------
----------------------------------------------------------------------
TABLE OF CONTENTS
--------------
PAGE
Parties................................................................... 1
Recitals.................................................................. 1
ARTICLE I.
RELEASE AND TERMINATION STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 1.01 -- Names and addresses of debtor and secured party..... 3
SECTION 1.02 -- Recording data for Original Indenture and prior
Supplemental Indentures............................. 3
SECTION 1.03 -- Grant of property in Original Indenture............. 3
SECTION 1.04 -- No First Mortgage Bonds outstanding................. 4
SECTION 1.05 -- Release and discharge of lien of Indenture.......... 4
ARTICLE II.
MISCELLANEOUS
SECTION 2.01 -- Recitals of fact, except as stated, are statements
of the Company...................................... 4
SECTION 2.02 -- Supplemental Trust Indenture to be construed as a
part of the Original Indenture...................... 4
SECTION 2.03 -- (a) Trust Indenture Act to control...................... 4
(b) Severability of provisions contained in Supplemental
Trust Indenture and bonds........................... 4
SECTION 2.04 -- Word "Indenture" as used herein includes in its
meaning the Original Indenture and all indentures
supplemental thereto................................ 4
SECTION 2.05 -- References to either party in Supplemental Trust
Indenture include successors or assigns............. 4
SECTION 2.06 -- (a) Provision for execution in counterparts............. 4
(b) Table of Contents and descriptive headings of
Articles not to affect meaning...................... 4
SCHEDULE A................................................................ A-1
i
SUPPLEMENTAL TRUST INDENTURE, made as of the 6th day of April, 1998 by and
between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized under
the laws of the Territory of Oklahoma and existing under and by virtue of the
laws of the State of Oklahoma, having its principal office in the City of
Oklahoma City, in said State of Oklahoma (hereinafter sometimes called the
"Company"), the party of the first part, and The Bank of New York, a New York
banking corporation, having its principal office in the City of New York City,
in the State of New York, as Trustee, party of the second part:
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Trust
Indenture (hereinafter referred to as the "Original Indenture"), made as of
February 1, 1945, whereby the Company granted, bargained, sold, warranted,
released, conveyed, assigned, transferred, mortgaged, pledged, set over and
confirmed unto the trustee under said indenture and to its respective successors
in trust (herein the "Trustee"), all property, real, personal and mixed then
owned or thereafter acquired or to be acquired by the Company (except as therein
excepted from the lien thereof) and subject to the rights reserved by the
Company in and by the provisions of the Original Indenture, to be held by said
Trustee and its respective successors in trust in accordance with the provisions
of the Original Indenture for the equal pro rata benefit and security of all and
each of the bonds issued and to be issued thereunder in accordance with the
provisions thereof; and
WHEREAS, The First National Bank and Trust Company of Oklahoma City was
formerly the Trustee under the Original Indenture as supplemented; and
WHEREAS, pursuant to Article XVI of the Original Indenture, The Bank of New
York has succeeded The First National Bank and Trust Company of Oklahoma City as
Trustee under the Original Indenture, as supplemented; and
WHEREAS, the Company has heretofore issued in accordance with the provisions
of the Original Indenture, bonds of a series designated "First Mortgage Bonds,
Series due February 1, 1975," bearing interest at the rate of 2 3/4% per annum,
which were paid at maturity and are no longer outstanding; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee
the following additional Supplemental Trust Indentures which, in addition to
conveying, assigning, transferring, mortgaging, pledging, setting over and
confirming to the Trustee, and its respective successors in said trust,
additional property acquired by it subsequent to the preparation of the Original
Indenture and
1
of the next preceding Supplemental Trust Indenture and adding to the covenants,
conditions and agreements of the Original Indenture certain additional
covenants, conditions and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:
DATE OF
SUPPLEMENTAL TRUST INDENTURE DESIGNATION OF SERIES
-------------------------------------- ------------------------------------------------------
December 1, 1948...................... Series due December 1, 1978 (redeemed)
June 1, 1949.......................... Series due June 1, 1979 (paid at maturity)
May 1, 1950........................... Series due May 1, 1980 (paid at maturity)
March 1, 1952......................... Series due March 1, 1982 (paid at maturity)
June 1, 1955.......................... Series due June 1, 1985 (paid at maturity)
January 1, 1957....................... Series due January 1, 1987 (paid at maturity)
June 1, 1958.......................... Series due June 1, 1988 (paid at maturity)
March 1, 1963......................... Series due March 1, 1993 (paid at maturity)
March 1, 1965......................... Series due March 1, 1995 (paid at maturity)
January 1, 1967....................... Series due January 1, 1997 (paid at maturity)
January 1, 1968....................... Series due January 1, 1998 (paid at maturity)
January 1, 1969....................... Series due January 1, 1999 (redeemed)
January 1, 1970....................... Series due January 1, 2000 (redeemed)
January 1, 1972....................... Series due January 1, 2002 (redeemed)
January 1, 1974....................... Series due January 1, 2004 (redeemed)
January 1, 1975....................... Series due January 1, 2005 (redeemed)
January 1, 1976....................... Series due January 1, 2006 (redeemed)
January 1, 1977....................... Series due January 1, 2007 (redeemed)
November 1, 1977...................... Series due November 1, 2007 (redeemed)
December 1, 1977...................... Pollution Control Series A (redeemed)
February 1, 1980...................... Series due February 5, 2000 (redeemed)
April 15, 1982........................ Pollution Control Series B (redeemed)
August 15, 1986....................... Series due August 15, 2016 (redeemed)
March 1, 1987......................... Pollution Control Series C (redeemed)
November 15, 1990..................... Series due December 1, 2020 (redeemed)
October 1, 1995....................... Senior Note Series A and Senior Note Series B
(redeemed)
July 1, 1997.......................... Senior Note Series C and Senior Note Series D
(redeemed); and
WHEREAS, the Company has heretofore executed and delivered to the Trustee a
Supplemental Trust Indenture, dated September 14, 1976, and a Supplemental Trust
Indenture, dated December 9, 1991, setting forth duly adopted modifications and
alterations to the Original Indenture and all Supplemental Trust Indentures
thereto; and
WHEREAS, there are no First Mortgage Bonds outstanding, all such First
Mortgage Bonds issued under the Indenture having been paid at maturity, redeemed
or otherwise discharged and all indebtedness secured hereby has been paid;
WHEREAS, Section 17.01 of the Indenture provides that the Trustee shall, at
the request of the Company, cancel and discharge the lien of the Indenture, and
reconvey and transfer to the Company the mortgaged and pledged property,
whenever all indebtedness secured by the Indenture shall have been paid;
WHEREAS, the Company is desirous of having the lien of the Indenture
canceled and discharged, and having the mortgaged and pledged property
reconveyed and transferred to the Company;
WHEREAS, the execution and delivery of this Supplemental Trust Indenture
have been duly authorized by a resolution adopted by the Board of Directors of
the Company;
Now, THEREFORE, THIS INDENTURE WITNESSETH:
2
Oklahoma Gas and Electric Company, in consideration of the premises and of
one dollar to it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby acknowledged, and
other good and valuable considerations, does hereby covenant and agree to and
with The Bank of New York, as Trustee, as follows:
ARTICLE I.
RELEASE AND TERMINATION STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE
SECTION 1.01. The name and address of the debtor and secured party are set
forth below:
Debtor: Oklahoma Gas and Electric Company
000 Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000-0000
Secured Party: The Bank of New York, Trustee
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
SECTION 1.02. The Original Indenture and the Supplemental Indentures as set
forth below were filed and recorded in each and every County in the States of
Oklahoma and Arkansas in which the Company has property:
Original Indenture Supplemental Indenture
Dated February 1, 1945 Dated March 1, 1952
Supplemental Indenture Supplemental Indenture
Dated December 1, 1948 Dated June 1, 1955
Supplemental Indenture Supplemental Indenture
Dated June 1, 1949 Dated January 1, 1957
Supplemental Indenture Supplemental Indenture
Dated May 1, 1950 Dated June 1, 1958
Supplemental Indenture
Dated March 1, 1963.
The Supplemental Indenture dated March 1, 1965, the Supplemental Indenture
dated January 1, 1967, the Supplemental Indenture dated January 1, 1968, the
Supplemental Indenture dated January 1, 1969, the Supplemental Indenture
dated January 1, 1970, the Supplemental Indenture dated January 1, 1972, the
Supplemental Indenture dated January 1, 1974, the Supplemental Indenture
dated January 1, 1975, the Supplemental Indenture dated January 1, 1976, the
Supplemental Indenture dated September 14, 1976, the Supplemental Indenture
dated January 1, 1977, the Supplemental Indenture dated November 1, 1977, the
Supplemental Indenture dated December 1, 1977, the Supplemental Indenture
dated February 1, 1980, the Supplemental Indenture dated April 15, 1982, the
Supplemental Indenture dated August 15, 1986, the Supplemental Indenture
dated March 1, 1987, the Supplemental Indenture dated November 15, 1990, the
Supplemental Indenture dated December 9, 1991, the Supplemental Indenture
dated October 1, 1995, and the Supplemental Indenture dated July 1, 1997,
respectively, were each filed as a Public Service Mortgage and recorded as a
Real Estate Mortgage with the Secretary of State of the State of Oklahoma at
Oklahoma City and were each filed and recorded in each and every county in
the State of Arkansas in which the Company has property and were filed with
the Secretary of State of the State of Arkansas.
SECTION 1.03 Pursuant to the Original Indenture and the Supplemental
Indentures described in Section 1.02, the Company conveyed, assigned and
mortgaged to the Trustee, upon the Trusts set
3
out in the Indenture, all of the property of the Company whether owned at the
time of execution of said Original Indenture or thereafter acquired or to be
acquired, except as in said Original Indenture excepted.
SECTION 1.04 There are no outstanding obligations of the debtor secured or
presently to be secured by the Original Indenture and Supplemental Indentures.
All indebtedness of the debtor secured by the Original Indenture and the
Supplemental Indentures has been paid and the Company has duly complied with all
the requirements set forth in the Original Indenture and the Supplemental
Indenture that are necessary to discharge and cancel the lien of the Indenture.
SECTION 1.05 The Trustee does hereby remise, release, and quit-claim unto
the Company, its successors and assigns, all right, title and interest vested
in it as Trustee under and by virtue of said Original Indenture and said
Supplemental Trust Indentures, in and to all property, real, personal and
mixed, in which the Trustee, by virtue of the Original Indenture or any
Supplemental Indenture, has any interest, including without limitation the
property described in Schedule A attached hereto, and the Trustee does hereby
cancel and discharge the lien of the Indenture.
ARTICLE II.
MISCELLANEOUS
SECTION 2.01. The recitals of fact herein shall be taken as statements of
the Company and shall not be construed as made by the Trustee.
SECTION 2.02. This Supplemental Trust Indenture shall be construed in
connection with and as a part of the Indenture.
SECTION 2.03. (a) If any provision of this Supplemental Trust Indenture
limits, qualifies, or conflicts with another provision of the Indenture required
to be included in indentures qualified under the Trust Indenture Act of 1939 (as
enacted prior to the date of this Supplemental Trust Indenture) by any of the
provisions of Sections 310 to 317, inclusive, of the said Act, such required
provisions shall control.
(b) In case of any one or more of the provisions contained in this
Supplemental Trust Indenture should be invalid, illegal, or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected, impaired,
prejudiced or disturbed thereby.
SECTION 2.04. Wherever in this Supplemental Trust Indenture the word
"Indenture" is used without either prefix, "Original" or "Supplemental," such
word was used intentionally to include in its meaning both the Original
Indenture and all indentures supplemental thereto.
SECTION 2.05. Whenever in this Supplemental Trust Indenture either of the
parties hereto is named or referred to, this shall be deemed to include the
successors or assigns of such party, and all the covenants and agreements in
this Supplemental Trust Indenture contained by or on behalf of the Company or by
or on behalf of the Trustee shall bind and inure to the benefit of the
respective successors and assigns of such parties, whether so expressed or not.
SECTION 2.06. (a) This Supplemental Trust Indenture may be simultaneously
executed in several counterparts, and all said counterparts executed and
delivered, each as an original, shall constitute but one and the same
instrument.
(b) The Table of Contents and the descriptive headings of the several
Articles of this Supplemental Trust Indenture were formulated, used and inserted
in this Supplemental Trust Indenture for convenience only and shall not be
deemed to affect the meaning or construction of any of the provisions hereof.
4
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma
corporation, party of the first part, has caused its corporate name and seal to
be hereunto affixed, and this Supplemental Trust Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an Assistant
Secretary, for and in its behalf, and The Bank of New York, a New York banking
corporation, as Trustee, party of the second part, to evidence its acceptance of
the trust hereby created, has caused its corporate name and seal to be hereunto
affixed, and this Supplemental Trust Indenture to be signed by its President,
Vice President or Assistant Vice President, and attested by a Vice President,
for and in its behalf, all done this 9th day of April, A.D. 1998.
OKLAHOMA GAS AND ELECTRIC COMPANY
BY /s/ A.M. XXXXXXXX
----------------------------------
A.M. Xxxxxxxx, EXECUTIVE VICE
PRESIDENT.
(CORPORATE SEAL)
ATTEST:
/s/ XXXX X. XXXXXXX
------------------------------------
Xxxx X. Xxxxxxx, SECRETARY.
Executed by Oklahoma Gas and
Electric Company in presence of:
/s/ XXXXX XXXXX
------------------------------------
Xxxxx Xxxxx
/s/ XXXXXXXX X. XXXXXX
------------------------------------
Xxxxxxxx X. Xxxxxx, WITNESSES.
THE BANK OF NEW YORK
BY /s/ VAN X. XXXXX
----------------------------------
Van X. Xxxxx, ASSISTANT VICE
PRESIDENT.
(CORPORATE SEAL)
ATTEST:
/s/ XXXXXX XXXXXX
------------------------------------
Xxxxxx Xxxxxx, VICE PRESIDENT.
5
STATE OF OKLAHOMA.
SS:
COUNTY OF OKLAHOMA.
Before me, a Notary Public in and for said County and State, on this 9th day
of April, 1998, personally appeared A.M. Xxxxxxxx, to me known to be the
identical person who subscribed the name of Oklahoma Gas and Electric Company,
one of the makers thereof, to the foregoing instrument as its Vice President,
and acknowledged to me that he executed the same as his free and voluntary act
and deed and as the free and voluntary act and deed of such corporation for the
uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/ XXXXXX XXXXXXXX
-------------------------------
Xxxxxx Xxxxxxxx, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
May 10, 0000
XXXXX XX XXX XXXX.
SS:
COUNTY OF NEW YORK.
Before me, a Notary Public in and for said County and State, on this 9th day
of April, 1998, personally appeared Van X. Xxxxx, to me known to be the
identical person who subscribed the name of The Bank of New York, one of the
makers thereof, to the foregoing instrument as its Assistant Vice President, and
acknowledged to me that he executed the same as his free and voluntary act and
deed and as the free and voluntary act and deed of such national banking
association for the uses and purposes therein set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year first above written.
/s/ XXXX XXXXXXX
----------------------------
Xxxx Xxxxxxx, NOTARY PUBLIC.
(NOTARIAL SEAL)
My Commission Expires:
May 16, 1998
6
