<PAGE>
EXHIBIT 4.05
================================================================================
SUPPLEMENTAL INDENTURE NO. __
FROM
OKLAHOMA GAS AND ELECTRIC
COMPANY
TO
THE BANK OF NEW YORK
TRUSTEE
--------------------
DATED AS OF
--------------------
SUPPLEMENTAL TO INDENTURE
DATED AS OF OCTOBER 1, 1995
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
Parties................................................................... 1
Recitals.................................................................. 1
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 Integral Part of Indenture................................. 2
SECTION 1.02 (a) Definitions......................................... 2
(b) References to Articles and Sections................. 2
(c) Terms Referring to this Supplemental Indenture...... 2
ARTICLE TWO
____% SENIOR NOTES, SERIES DUE ________________
SECTION 2.01 Designation and Principal Amount........................... 2
SECTION 2.02 Stated Maturity Date....................................... 2
SECTION 2.03 Interest Payment Dates..................................... 2
SECTION 2.04 Office for Payment......................................... 3
SECTION 2.05 Redemption Provisions...................................... 3
SECTION 2.06 Authorized Denominations................................... 4
SECTION 2.07 Occurrence of Release Date................................. 4
SECTION 2.08 Form of _____% Senior Notes, Series Due
__________................................................. 4
ARTICLE THREE
ADDITIONAL COVENANTS
SECTION 3.01 Limitations on Liens....................................... 5
SECTION 3.02 Limitations on Sale and Lease-Back Transactions............ 6
SECTION 3.03 Definitions................................................ 7
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 Recitals of fact, except as stated, are statements
of the Company............................................. 9
SECTION 4.02 Supplemental Indenture to be construed as a part
of the Indenture........................................... 9
SECTION 4.03 (a) Trust Indenture Act to control...................... 9
(b) Severability of provisions contained in
Supplemental Indenture and Notes.................... 9
</TABLE>
(i)
<PAGE>
<TABLE>
<S> <C>
SECTION 4.04 References to either party in Supplemental Indenture
include successors or assigns.............................. 9
SECTION 4.05 (a) Provision for execution in counterparts............. 9
(b) Table of Contents and descriptive headings
of Articles not to affect meaning................... 9
Exhibit A - Form of ____% Senior Notes, Series due __________
</TABLE>
(ii)
<PAGE>
SUPPLEMENTAL INDENTURE No. __, made as of the _____ day of __________,
____, by and between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly
organized and existing under the laws of the State of Oklahoma (the "Company"),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the
"Trustee"):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of October 1, 1995; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental
Indenture No. 1 dated as of October 16, 1995, adding to the covenants,
conditions and agreements of the Indenture certain additional covenants,
conditions and agreements to be observed by the Company, and creating two series
of Notes designated "7.30% Senior Notes, Series due October 15, 2025" and
"6.250% Senior Notes, Series due October 15, 2000"; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental
Indenture No. 2 dated as of July 1, 1997, adding to the covenants, conditions
and agreements of the Indenture certain additional covenants, conditions and
agreements to be observed by the Company, and creating two series of Notes
designated "6.65% Senior Notes, Series due October 15, 2027" and "6.50% Senior
Notes, Series due July 15, 2017"; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental
Indenture No. 3 dated as of April 1, 1998, adding to the covenants, conditions
and agreements of the Indenture certain additional covenants, conditions and
agreements to be observed by the Company, and creating a series of Notes
designated "6 1/2% Senior Notes, Series due April 15, 2028"; and
WHEREAS, Section 2.05 of the Indenture provides that Notes shall be issued
in series and that a Company Order shall specify the terms of each series; and
WHEREAS, Boatmen's First National Bank of Oklahoma was formerly the Trustee
under the Indenture and NationsBank, N.A. succeeded Boatmen's First National
Bank of Oklahoma as Trustee pursuant to Section 9.13 of the Indenture and The
Bank of New York has subsequently succeeded Boatmen's First National Bank of
Oklahoma as Trustee pursuant to Section 9.13 of the Indenture; and
WHEREAS, the Company has this day delivered a Company Order setting forth
the terms of a series of Notes designated "____% Senior Notes, Series due
__________, ____" (hereinafter sometimes referred to as the "Senior Notes due
____"); and
WHEREAS, Section 13.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes, among
others, of establishing the form of Notes or establishing or reflecting any
terms of any Note and adding to the covenants of the Company; and
1
<PAGE>
WHEREAS, the execution and delivery of this Supplemental Indenture No. __
(herein, "this Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the Senior
Notes due ____ are, and are to be, authenticated, issued and delivered, and in
consideration of the premises of the purchase and acceptance of the Senior Notes
due ____ by the Holders thereof and the sum of one dollar duly paid to it by the
Trustee at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective Holders from time to time of
the Senior Notes due ____, as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.01 This Supplemental Indenture constitutes an integral part of
the Indenture.
SECTION 1.02 For all purposes of this Supplemental Indenture:
(a) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture; and
(c) The terms "hereof," "herein," "hereby," "hereto," "hereunder" and
"herewith" refer to this Supplemental Indenture.
ARTICLE TWO
____% SENIOR NOTES, SERIES DUE __________
SECTION 2.01 There shall be a series of Notes designated the "____% Senior
Notes, Series due __________" (the "Senior Notes due ____"). The Senior Notes
due ____ shall be limited to $__________ aggregate principal amount.
SECTION 2.02 Except as otherwise provided in Section 2.05 hereof, the
principal amount of the Senior Notes due ____ shall be payable on the stated
maturity date of __________.
2
<PAGE>
SECTION 2.03 The Senior Notes due ____ shall be dated their date of
authentication as provided in the Indenture and shall bear interest from their
date at the rate of ____% per annum, payable semi-annually on __________ and
__________ of each year, commencing __________. The Regular Record Dates with
respect to such __________ and __________ interest payment dates shall be
__________ and __________, respectively. Principal and interest shall be payable
to the persons and in the manner provided in Sections 2.04 and 2.12 of the
Indenture.
SECTION 2.04 The Senior Notes due ____ shall be payable at the corporate
trust office of the Trustee and at the offices of such paying agents as the
Company may appoint by Company Order in the future.
SECTION 2.05 The Company, at its option, may redeem on any date all or,
from time to time, any part of the Senior Notes due ____, upon notice as
provided in the Indenture, at a redemption price equal to the greater of (i)
100% of the principal amount of such Senior Notes due ____ to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon from and after the date of redemption discounted
to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus ___ basis points,
plus in each case accrued and unpaid interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Senior Notes due ____ to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Senior Notes due ____. "Independent
Investment Banker" means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such third business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee is unable to obtain at least four such
Reference Treasury Dealer Quotations, the average of all such Quotations
obtained. "Reference Treasury Dealer Quotations" means, with respect to each
Reference
3
<PAGE>
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices of the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on
the third business day preceding such redemption date.
"Reference Treasury Dealer" means each of ____________________ and
____________________, and their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer.
The Senior Notes due ____ shall not be subject to any sinking fund.
[SECTION 2.06 The Senior Notes due ____ will be repayable on __________, at
the option of the holders thereof, at 100% of their principal amount, together
with accrued and unpaid interest to __________. In order for a Senior Note due
____ to be repaid, the Company must receive at the corporate trust office of the
Trustee during the period from and including __________ to and including the
close of business on __________ (or if __________ is not a Business Day, the
next succeeding Business Day): (i) a Senior Note due __________ with the form
entitled "Option to Elect Repayment" on the Senior Note due __________ duly
completed, or (ii) a telegram, telex, facsimile transmission or letter from a
member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or a trust company in the United
States of America setting forth the name of the Holder of the Senior Note due
____, the principal amount of the Senior Note due ____, the principal amount of
the Senior Note due ____ to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the Senior Note due
____ to be repaid (with the form entitled "Option to Elect Repayment" on the
Senior Note due ____ duly completed) will be received at the Trustee's corporate
trust office, no later than five Business Days after the date of such telegram,
telex, facsimile transmission or letter and such Note and form duly completed
are received at the Trustee's office, by such fifth Business Day. Effective
exercise of the repayment option by the holder of any Senior Note due ____ shall
be irrevocable. No transfer or exchange of any Senior Note due ____ (or, in the
event that any Senior Note due ____ is to be repaid in part, such portion of the
Senior Note due ____ to be repaid) will be permitted after exercise of the
repayment option. The repayment option may be exercised by the Holder of a
Senior Note due ____ for less than the entire principal amount of the Senior
Note due ____, provided the principal amount which is to be repaid is set forth
on the form entitled "Option to Elect Repayment" on the Senior Note due ____ and
is equal to $1,000 or any integral multiple thereof. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Senior
Note due ____ for repayment will be determined by the Company, whose
determination will be final, binding and non-appealable. Upon timely delivery of
a Senior Note due ____ to the Trustee with the "Option to Elect Repayment" form
completed in accordance with the foregoing, the outstanding principal amount of
such Senior Note due ____ (or portion thereof indicated on the "Option to Elect
Repayment") shall become due and payable on __________, at a price equal to ___%
of the principal amount to be repaid plus accrued and unpaid interest to
__________.]
4
<PAGE>
SECTION 2.07 The Senior Notes due ____ shall be issued in fully registered
form without coupons in denominations of $1,000 and integral multiples thereof.
SECTION 2.08 The Release Date (as defined in the Indenture) occurred on
April 6, 1998. Accordingly, the Senior Notes due ____ shall be issued as
unsecured general obligations of the Company. The Senior Notes due ____, and all
other Notes issued or to be issued under the Indenture, will not be secured by
First Mortgage Bonds of the Company and will not be entitled to the lien of or
the benefits provided by the First Mortgage.
SECTION 2.09 The Senior Notes due ____ shall initially be in the form
attached as Exhibit A hereto.
ARTICLE THREE
ADDITIONAL COVENANTS
SECTION 3.01
(a) So long as any Senior Notes due ____ are outstanding, the Company will
not permit to exist or issue, assume or guarantee any Debt secured by any
mortgage, security interest, pledge or lien (herein referred to as a "mortgage")
of or upon any Operating Property of the Company, whether owned at the date of
the Indenture or thereafter acquired, without in any such case effectively
securing the outstanding Senior Notes due ____ (together with, if the Company
shall so determine, any other Notes or indebtedness or obligation of or
guaranteed by the Company ranking senior to, or equally with, the Notes and then
existing or thereafter created) equally and ratably with such Debt; provided,
however, that the foregoing restriction shall not apply to Debt secured by any
of the following:
(1) mortgages on any property existing at the time of acquisition thereof;
(2) mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company, or at the time of a
sale, lease or other disposition of the properties of such corporation or a
division thereof as an entirety or substantially as an entirety to the Company,
provided that such mortgage as a result of such merger, consolidation, sale,
lease or other disposition is not extended to property owned by the Company
immediately prior thereto;
(3) mortgages on property to secure all or part of the cost of acquiring,
substantially repairing or altering, constructing, developing or substantially
improving such property, or to secure indebtedness incurred to provide funds for
any such purpose or for reimbursement of funds previously expended for any such
purpose, provided such mortgages are created or assumed contemporaneously with,
or within 18 months after, such acquisition or completion of substantial repair
or alteration, construction, development or substantial improvement or within
six months thereafter pursuant to a commitment for financing arranged with a
lender or investor within such 18 month period;
5
<PAGE>
(4) mortgages in favor of the United States of America or any State
thereof, or any department, agency or instrumentality or political subdivision
of the United States of America or any state thereof, or for the benefit of
holders of securities issued by any such entity, to secure any Debt incurred for
the purpose of financing all or any part of the purchase price or the cost of
substantially repairing or altering, constructing, developing or substantially
improving the property subject to such mortgages; or
(5) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage referred to in
the foregoing clauses (1) to (4), inclusive; provided, however, that the
principal amount of indebtedness secured thereby and not otherwise authorized by
said clauses (1) to (4), inclusive, shall not exceed the principal amount of
indebtedness, plus any premium or fee payable in connection with any such
extension, renewal or replacement, so secured at the time of such extension,
renewal or replacement.
(b) Notwithstanding the provisions of Section 3.01(a), so long as any
Senior Notes due are outstanding, the Company may issue, assume or guarantee
Debt, or permit to exist Debt, secured by mortgages which would otherwise be
subject to the restrictions of Section 3.01(a) up to an aggregate principal
amount that, together with the principal amount of all other Debt of the Company
secured by mortgages (other than mortgages permitted by Section 3.01(a) that
would otherwise be subject to the foregoing restrictions) and the Value of all
Sale and Lease-Back Transactions in existence at such time (other than any Sale
and Lease-Back Transaction that, if such Sale and Lease-Back Transaction had
been a mortgage, would have been permitted by Section 3.01(a), other than Sale
and Lease-Back Transactions permitted by Section 3.02 because the commitment by
or on behalf of the purchaser was obtained no later than 18 months after the
later of events described in clause (i) or (ii) of Section 3.02, and other than
Sale and Lease-Back Transactions as to which application of amounts have been
made in accordance with clause (z) of Section 3.02), does not at the time exceed
the greater of 10% of Net Tangible Assets or 10% of Capitalization.
(c) If at any time the Company shall issue, assume or guarantee any Debt
secured by any mortgage and if Section 3.01(a) requires that the outstanding
Senior Notes due ____ be secured equally and ratably with such Debt, the Company
will promptly execute, at its expense, any instruments necessary to so equally
and ratably secure such series of Notes and deliver the same to the Trustee
along with:
(1) An Officers' Certificate stating that the covenant of the Company
contained in Section 3.01(a) has been complied with; and
(2) An Opinion of Counsel to the effect that such covenant has been
complied with, and that any instruments executed by the Company
in the performance of such covenant comply with the requirements
of such covenant.
6
<PAGE>
In the event that the Company shall hereafter secure outstanding Senior
Notes due ____ equally and ratably with any other obligation or indebtedness
(including other Notes) pursuant to the provisions of this Section 3.01, the
Trustee is hereby authorized to enter into an indenture or agreement
supplemental hereto and to take such action, if any, as it may deem advisable to
enable it to enforce effectively the rights of the holders of such series of
Notes so secured, equally and ratably with such other obligation and
indebtedness.
SECTION 3.02 So long as any Senior Notes due ____ are outstanding, the
Company will not permit to remain in effect or enter into any Sale and
Lease-Back Transaction with respect to any Operating Property if, in any case,
the commitment by or on behalf of the purchaser is obtained more than 18 months
after the later of (i) the completion of the acquisition, substantial repair or
alteration, construction, development or substantial improvement of such
Operating Property or (ii) the placing in operation of such Operating Property
or of such Operating Property as so substantially repaired or altered,
constructed, developed or substantially improved, unless (x) the Company would
be entitled pursuant to Section 3.01(a) to issue, assume or guarantee Debt
secured by a mortgage on such Operating Property without equally and ratably
securing the Senior Notes due ____ or (y) the Company would be entitled pursuant
to Section 3.01(b), after giving effect to such Sale and Lease-Back Transaction,
to incur $1.00 of additional Debt secured by mortgages (other than mortgages
permitted by Section 3.01(a)) or (z) the Company shall apply or cause to be
applied, in the case of a sale or transfer for cash, an amount equal to the net
proceeds thereof (but not in excess of the net book value of such Operating
Property at the date of such sale or transfer) and, in the case of a sale or
transfer otherwise than for cash, an amount equal to the fair value (as
determined by the Board of Directors) of the Operating Property so leased, to
the retirement, within 180 days after the effective date of such Sale and
Lease-Back Transaction, of Notes or other Debt of the Company ranking senior to,
or equally with, the Notes; provided, however, that any such retirement of Notes
shall be in accordance with the terms and provisions of the Indenture and the
Notes and provided, further, that the amount to be applied to such retirement of
Notes or other Debt shall be reduced by an amount equal to the sum of (a) an
amount equal to the redemption price with respect to Notes delivered within such
180-day period to the Trustee for retirement and cancellation and (b) the
principal amount, plus any premium or fee paid in connection with any redemption
in accordance with the terms of other Debt voluntarily retired by the Company
within such 180-day period, excluding in each case retirements pursuant to
mandatory sinking fund or prepayment provisions and payments at maturity.
SECTION 3.03 Definitions
For purposes of Section 3.01 and Section 3.02, the following terms shall
have the following meanings:
CAPITALIZATION: The term "Capitalization" shall mean the total of all the
following items appearing on, or included in, the balance sheet of the Company:
(1) liabilities for indebtedness maturing more than 12 months from
the date of determination; and
7
<PAGE>
(2) common stock, preferred stock, capital surplus, premium on
capital stock, capital in excess of par value and retained
earnings (however the foregoing may be designated), less to the
extent not otherwise deducted, the cost of shares of capital
stock of the Company held in its treasury.
Capitalization shall be determined in accordance with generally accepted
accounting principles and practices applicable to the type of business in which
the Company is engaged and that are approved by independent accountants
regularly retained by the Company, and may be determined as of a date not more
than 60 days prior to the happening of an event for which such determination is
being made.
DEBT: The term "Debt" shall mean any outstanding debt for money borrowed.
NET TANGIBLE ASSETS: The term "Net Tangible Assets" shall mean the amount
shown as total assets on the balance sheet of the Company, less the following:
(1) intangible assets including, but without limitation, such items
as goodwill, trademarks, trade names, patents and unamortized
debt discount and expense carried as an asset on said balance
sheet; and
(2) appropriate adjustments, if any, on account of minority
interests.
Net Tangible Assets shall be determined in accordance with generally
accepted accounting principles and practices applicable to the type of business
in which the Company is engaged and that are approved by the independent
accountants regularly retained by the Company, and may be determined as of a
date not more than 60 days prior to the happening of the event for which such
determination is being made.
OPERATING PROPERTY: The term "Operating Property" shall mean (i) any
interest in real property owned by the Company and (ii) any asset owned by the
Company that is depreciable in accordance with generally accepted accounting
principles.
SALE AND LEASE-BACK TRANSACTION: The term "Sale and Lease-Back Transaction"
shall mean any arrangement with any person providing for the leasing to the
Company of any Operating Property (except for temporary leases for a term,
including any renewal thereof, of not more than 48 months), which Operating
Property has been or is to be sold or transferred by the Company to such person.
VALUE: The term "Value" shall mean, with respect to a Sale and Lease-Back
Transaction, as of any particular time, the amount equal to the greater of (1)
the net proceeds to the Company from the sale or transfer of the property leased
pursuant to such Sale and Lease-Back Transaction or (2) the net book value of
such property, as determined in accordance with generally accepted accounting
principles by the Company at the time of entering into such Sale and Lease-Back
Transaction, in either case multiplied by a fraction, the numerator of which
shall be equal to the
8
<PAGE>
number of full years of the term of the lease that is part of such Sale and
Lease-Back Transaction remaining at the time of determination and the
denominator of which shall be equal to the number of full years of such term,
without regard, in any case, to any renewal or extension options contained in
such lease.
ARTICLE FOUR
MISCELLANEOUS
SECTION 4.01 The recitals of fact herein and in the Senior Notes due ____
(except the Trustee's Certificate) shall be taken as statements of the Company
and shall not be construed as made by the Trustee.
SECTION 4.02 This Supplemental Indenture shall be construed in connection
with and as a part of the Indenture.
SECTION 4.03
(a) If any provision of this Supplemental 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 Indenture) by any of the provisions of Sections
310 to 317, inclusive, of said Act, such required provisions shall control.
(b) In case any one or more of the provisions contained in this
Supplemental Indenture or in the notes issued hereunder 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 4.04 Whenever in this Supplemental 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 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 4.05
(a) This Supplemental 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 Indenture were formulated, used and inserted in
this Supplemental Indenture for convenience only and shall not be deemed to
affect the meaning or construction of any of the provisions hereof.
9
<PAGE>
IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this
Supplemental Indenture to be signed by its President or a Vice President, and
attested by its Secretary or an Assistant Secretary, and THE BANK OF NEW YORK
has caused this Supplemental Indenture to be signed by its President, Vice
President or Assistant Vice President, and attested by a Vice President, this
___ day of __________.
OKLAHOMA GAS AND ELECTRIC COMPANY
By: Steven E. Moore, President
ATTEST:
Irma B. Elliott, SECRETARY.
THE BANK OF NEW YORK, as Trustee
By: _________________, Assistant Vice President
ATTEST:
_______________, VICE PRESIDENT.
10
<PAGE>
EXHIBIT A
FORM OF _____% SENIOR NOTE, SERIES
DUE __________
REGISTERED REGISTERED
THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY, THIS GLOBAL
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
OKLAHOMA GAS AND ELECTRIC COMPANY
_____% SENIOR NOTE, SERIES DUE __________
CUSIP: NUMBER: R-
ORIGINAL ISSUE DATE(S): PRINCIPAL AMOUNT(S):
INTEREST RATE: MATURITY DATE:
OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation of the State of Oklahoma
(the "COMPANY"), for value received hereby promises to pay to __________ or
registered assigns, the principal sum of
on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date (or if this Global Note has two or more Original Issue
Dates, interest shall, beginning on each such Original Issue Date, begin to
accrue for that part of the principal amount to which that Original Issue Date
is applicable) set forth above or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semiannually in arrears on
__________ and __________ in each year, commencing on the first such Interest
Payment Date succeeding the applicable Original Issue Date set forth above, at
the per annum Interest Rate set forth above, until the principal hereof is paid
or made available for payment. No interest shall accrue on the Maturity Date, so
long as the principal amount of this Global Note is paid on
<PAGE>
the Maturity Date. The interest so payable and punctually paid or duly provided
for on any such Interest Payment Date will, as provided in the Indenture, be
paid to the Person in whose name this Note is registered at the close of
business on the Regular Record Date for such interest, which shall be the
__________ or the __________, as the case may be, next preceding such Interest
Payment Date; provided that the first Interest Payment Date for any part of this
Note, the Original Issue Date of which is after a Regular Record Date but prior
to the applicable Interest Payment Date, shall be the Interest Payment Date
following the next succeeding Regular Record Date; and provided that interest
payable on the Maturity Date set forth above or, if applicable, upon redemption,
repayment or acceleration, shall be payable to the Person to whom principal
shall be payable. Except as otherwise provided in the Indenture (as defined
below), any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and
shall be paid to the Person in whose name this Note is registered at the close
of business on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to Noteholders not
more than fifteen days or fewer than ten days prior to such Special Record Date.
On or before 10:00 a.m., New York City time, or such other time as shall be
agreed upon between the Trustee and the Depositary, of the day on which such
payment of interest is due on this Global Note (other than maturity), the
Trustee shall pay to the Depositary such interest in same day funds. On or
before 10:00 a.m., New York City time, or such other time as shall be agreed
upon between the Trustee and the Depositary, of the day on which principal,
interest payable at maturity and premium, if any, is due on this Global Note,
the Trustee shall deposit with the Depositary the amount equal to the principal,
interest payable at maturity and premium, if any, by wire transfer into the
account specified by the Depositary. As a condition to the payment, on the
Maturity Date or upon redemption, repayment or acceleration, of any part of the
principal and applicable premium of this Global Note, the Depositary shall
surrender, or cause to be surrendered, this Global Note to the Trustee,
whereupon a new Global Note shall be issued to the Depositary.
This Global Note is a global security in respect of a duly authorized issue
of ____% Senior Notes, Series due __________ (the "NOTES OF THIS SERIES", which
term includes any Global Notes representing such Notes) of the Company issued
and to be issued under an Indenture dated as of October 1, 1995 between the
Company and The Bank of New York, as successor trustee (the "TRUSTEE", which
term includes any subsequent successor Trustee under the Indenture) to Boatmen's
First National Bank of Oklahoma, and indentures supplemental thereto
(collectively, the "INDENTURE"). Under the Indenture, one or more series of
notes may be issued and, as used herein, the term "Notes" refers to the Notes of
this Series and any other outstanding series of Notes. Reference is hereby made
to the Indenture for a more complete statement of the respective rights,
limitations of rights, duties and immunities under the Indenture of the Company,
the Trustee and the Noteholders and of the terms upon which the Notes are and
are to be authenticated and delivered. This Global Note has been issued in
respect of the series designated on the first page hereof, limited in aggregate
principal amount to $__________.
Each Note of this Series shall be dated and issued as of the date of its
authentication by the Trustee and shall bear an Original Issue Date or Dates.
Each Note or Global Note issued upon transfer, exchange or substitution of such
Note or Global Note shall bear the Original Issue Date or Dates of such
transferred, exchanged or substituted Note or Global Note, as the case may be.
The Company, at its option, may redeem on any date all or, from time to
time, any part of this Global Note at a redemption price equal to the greater of
(i) 100% of the principal amount of this Global Note to be redeemed and (ii) the
sum of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus ___ basis points, plus in each case accrued and unpaid interest
thereon to the date of redemption.
-12-
<PAGE>
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes of this Series to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of Notes of this Series. "Independent Investment
Banker" means one of the Reference Treasury Dealers appointed by the Senior Note
Trustee after consultation with the Company.
"Comparable Treasury Price" means, with respect to any redemption date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such third business day, (A) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Senior Note Trustee is unable to obtain at least four
such Reference Treasury Dealer Quotations, the average of all such Quotations
obtained. "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Senior Note Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Senior Note Trustee by such Reference Treasury Dealer at 5:00
p.m., New York City time, on the third business day preceding such redemption
date.
"Reference Treasury Dealer" means each of ______________________________
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer.
Notice of redemption will be given by mail to Holders of Notes of this
Series not less than 30 or more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. In the event of redemption of this
Global Note in part only, a new Global Note or Notes of like tenor and series
for the unredeemed interest hereof will be issued in the name of the Noteholder
hereof upon the surrender hereof.
[The Notes of this Series will be repayable on __________, at the option of
the Holders thereof, at 100% of their principal amount, together with accrued
and unpaid interest to __________. In order for this Global Note to be repaid,
the Company must receive at the corporate trust office of the Trustee during the
period from and including __________ to and including the close of business on
__________ (or if __________ is not a Business Day, the next succeeding Business
Day): (i) this Global Note with the form entitled "Option to Elect Repayment" on
this Global Note duly completed, or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the Holder of
this Global Note, the principal amount of this Global Note, the principal amount
of this Global Note to be repaid, a statement that the option to elect
-13-
<PAGE>
repayment is being exercised thereby and a guarantee that this Global Note (with
the form entitled "Option to Elect Repayment" on this Global Note duly
completed) will be received at the Trustee's corporate trust office, no later
than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and this Global Note and form duly completed are received
at the Trustee's office, by such fifth Business Day. Effective exercise of the
repayment option by the Holder of any Note of this Series shall be irrevocable.
No transfer or exchange of any Note of this Series (or, in the event that any
Note of this Series is to be repaid in part, such portion of the Note of this
Series to be repaid) will be permitted after exercise of the repayment option.
The repayment option may be exercised by the Holder of a Note of this Series for
less than the entire principal amount of the Note of this Series, provided the
principal amount which is to be repaid is set forth on the form entitled "Option
to Elect Repayment" on the Note of this Series and is equal to $1,000 or any
integral multiple thereof. All questions as to the validity, eligibility
(including time of receipt) and acceptance of any Note of this Series for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable. Upon timely delivery of a Note of this Series to the
Trustee with the "Option to Elect Repayment" form completed in accordance with
the foregoing, the outstanding principal amount of such Note of this Series (or
portion thereof indicated in the "Option to Elect Repayment") shall become due
and payable on __________, at a price equal to ___% of the principal amount to
be repaid plus accrued and unpaid interest to __________.]
Interest payments for this Global Note shall be computed and paid on the
basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or
date on which the principal of this Global Note is required to be paid is not a
Business Day, then payment of principal, premium or interest need not be made on
such date but may be made on the next succeeding Business Day with the same
force and effect as if made on such Interest Payment Date or date on which the
principal of this Global Note is required to be paid and, in the case of timely
payment thereof, no interest shall accrue for the period from and after such
Interest Payment Date or the date on which the principal of this Global Note is
required to be paid.
The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as set
forth in the Indenture) if the Company deposits with the Trustee money, U.S.
Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Global Note shall be conclusive and binding upon
such Holder and upon all future Holders of this Global Note and of any Note
issued upon the registration of transfer hereof or in exchange therefor or in
lieu thereof whether or not notation of such consent or waiver is made upon the
Note.
-14-
<PAGE>
As set forth in and subject to the provisions of the Indenture, no Holder
of any Notes will have any right to institute any proceeding with respect to the
Indenture or for any remedy thereunder unless such Holder shall have previously
given to the Trustee written notice of a continuing Event of Default with
respect to such Notes, the Holders of not less than a majority in principal
amount of the outstanding Notes affected by such Event of Default shall have
made written request and offered reasonable indemnity to the Trustee to
institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium or interest on this Note on or after the
respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global Note
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Global Note at the times, places and rates and the coin or
currency prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations therein set
forth, this Global Note may be transferred only as permitted by the legend
hereto.
If at any time the Depositary for this Global Note notifies the Company
that it is unwilling or unable to continue as Depositary for this Global Note or
if at any time the Depositary for this Global Note shall no longer be eligible
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to this Global Note. If a successor Depositary for this
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election to issue this Note in global form shall no longer be effective with
respect to this Global Note and the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of individual
Notes of this Series in exchange for this Global Note, will authenticate and
deliver individual Notes of this Series of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of this
Global Note.
The Company may at any time and in its sole discretion determine that all
Notes of this Series (but not less than all) issued or issuable in the form of
one or more Global Notes shall no longer be represented by such Global Note or
Notes. In such event, the Company shall execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Notes of
this Series in exchange for such Global Note, shall authenticate and deliver,
individual Notes of this Series of like tenor and terms in definitive form in an
aggregate principal amount equal to the principal amount of such Global Note or
Notes in exchange for such Global Note or Notes.
Under certain circumstances specified in the Indenture, the Depositary may
be required to surrender any two or more Global Notes which have identical terms
(but which may have differing Original Issue Dates) to the Trustee, and the
Company shall execute and the Trustee shall authenticate and deliver to, or at
the direction of, the Depositary a Global Note in principal amount equal to the
aggregate principal amount of, and with all terms identical to, the Global Notes
surrendered thereto and that shall indicate all Original Issue Dates and the
principal amount applicable to each such Original Issue Date.
The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of Oklahoma.
-15-
<PAGE>
Unless the certificate of authentication hereon has been executed by the
Trustee, directly or through an Authenticating Agent by manual signature of an
authorized officer, this Global Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
All terms used in this Global Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture unless otherwise indicated
herein.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
By: _____________________________
PRESIDENT
Dated: Attest: _________________________
SECRETARY
TRUSTEE'S CERTIFICATE
OF AUTHENTICATION
This Note is one of the Notes of the
series herein designated, described or
provided for in the within-mentioned Indenture.
THE BANK OF NEW YORK, AS TRUSTEE
By: _________________________________
AUTHORIZED OFFICER
-16-
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT
MIN ACT -- _____ Custodian _________
(Cust) (Minor)
TEN ENT -- as tenants by the entireties Under Uniform Gifts to Minors
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common ____________________________________
State
Additional abbreviations may also be used
though not in the above list.
------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee
_______________________________________________
the within note and all rights thereunder,
hereby irrevocably constituting and appointing
_______________ attorney to transfer said note
on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________________________
______________________________
NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of the within
instrument in every particular,
without alteration or
enlargement or any change
whatever.
-17-
