0000912057-95-006568.txt : 19950816 0000912057-95-006568.hdr.sgml : 19950816 ACCESSION NUMBER: 0000912057-95-006568 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19950815 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OKLAHOMA GAS & ELECTRIC CO CENTRAL INDEX KEY: 0000074145 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 730382390 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61821 FILM NUMBER: 95564044 BUSINESS ADDRESS: STREET 1: 101 NORTH ROBINSON CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4052723000 MAIL ADDRESS: STREET 1: RAE RICE STREET 2: P O BOX 321 MC208 CITY: OKLAHOMA CITY STATE: OK ZIP: 73101 S-3 1 FORM S-3 REG. NO. 33- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- OKLAHOMA GAS AND ELECTRIC COMPANY (Exact name of registrant as specified in its charter) -------------------------- OKLAHOMA 73-0382390 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.)
101 NORTH ROBINSON, P.O. BOX 321, OKLAHOMA CITY, OKLAHOMA 73101-0321 TELEPHONE: (405) 553-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) JAMES G. HARLOW, JR. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER OKLAHOMA GAS AND ELECTRIC COMPANY 101 NORTH ROBINSON, P.O. BOX 321 OKLAHOMA CITY, OKLAHOMA 73101-0321 (405) 553-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH COPY TO: WITH COPY TO: PETER D. CLARKE, ESQ. ROBERT A. YOLLES, ESQ. Gardner, Carton & Douglas Jones, Day, Reavis & Pogue 321 North Clark Street 77 West Wacker Drive Chicago, Illinois 60610 Chicago, Illinois 60601 (312) 245-8685 (312) 782-3939
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the Registration Statement becomes effective. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /X/ -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE First Mortgage Bonds........................ (1)(2) (1) $120,000,000(1)(2) $50,863(3) Senior Notes................................
(1) Not applicable pursuant to the Note following the Calculation Fee table and General Instruction II.D. to Form S-3; however, in no event will the aggregate maximum offering price of all securities issued and sold pursuant to this Registration Statement exceed $120,000,000. (2) Pursuant to Rule 429, in addition to the $120,000,000 aggregate principal amount of securities being registered with this registration statement, the combined prospectus contained herein will utilize $100,000,000 aggregate principal amount of securities that were registered on Registration Statement No. 33-32870, for which a registration fee of $25,000 was paid. (3) Calculated pursuant to Rule 457(o). ------------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PURSUANT TO RULE 429, THE COMBINED PROSPECTUS CONTAINED HEREIN SHALL APPLY TO POST-EFFECTIVE AMENDMENT NO. TWO TO REGISTRATION STATEMENT NO. 33-32870 AS TO $100,000,000 AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AND THIS REGISTRATION STATEMENT AS TO $120,000,000 AGGREGATE PRINCIPAL AMOUNT OF SECURITIES. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, AUGUST 15, 1995 PROSPECTUS OKLAHOMA GAS AND ELECTRIC COMPANY FIRST MORTGAGE BONDS SENIOR NOTES ------------------ Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"), may offer from time to time up to $220,000,000 aggregate principal amount of its first mortgage bonds or senior notes (collectively, the "Securities"), in one or more series on terms to be determined at the time or times of sale. The specific terms of each issue of Securities, together with the terms of the offering of such issue, will be set forth in an accompanying prospectus supplement (a "Prospectus Supplement"). The applicable Prospectus Supplement will set forth with regard to the particular Securities being offered (the "Offered Securities"), the designation or designations, aggregate principal amount, rate or rates (or method of calculation) and times and place of any payment of interest, maturity or maturities, offering price, any sinking fund or other redemption terms and other specific terms of such Offered Securities. The Securities will be represented either by Global Securities registered in the name of The Depository Trust Company ("DTC"), as depository ("Depository"), or its nominee, or by securities in certificated form issued to the registered owners thereof, as set forth in the applicable Prospectus Supplement. Interests in Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and its participants. Global Securities will not be issuable as certificated securities except in circumstances described herein or in the applicable Prospectus Supplement. The Company may sell the Securities through underwriters or dealers, directly to a limited number of institutional purchasers or through agents. See "PLAN OF DISTRIBUTION." The applicable Prospectus Supplement will set forth the names of such underwriters, dealers or agents, if any, any applicable commissions or discounts and the net proceeds to the Company from such sale. See "PLAN OF DISTRIBUTION" for possible indemnification arrangements for underwriters, dealers, agents and purchasers. ------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ THE DATE OF THIS PROSPECTUS IS . OKLAHOMA GAS AND ELECTRIC COMPANY Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company") incorporated in 1902 under the laws of the Territory of Oklahoma, is an electric public utility company with its principal executive offices located at 101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321. Telephone (405) 553-3000. The Company is the largest operating electric utility in Oklahoma. The Company owns and operates an interconnected electric production, transmission and distribution system which includes eight active generating stations with a total capability of 5,637,300 kilowatts. The Company's wholly-owned subsidiary, Enogex Inc., owns and operates more than 3,000 miles of natural gas transmission and gathering pipeline and, through its wholly-owned subsidiaries, has interests in four gas processing plants, markets natural gas and natural gas products and invests in the exploration and production of natural gas. (See "Restructuring" below.) The Company furnishes retail electric service in 270 communities and contiguous rural and suburban territories in Oklahoma and western Arkansas (population served estimated by the Company at 1,400,000). It also sells electric energy at wholesale for resale in six communities and to two rural electric cooperatives in those states. The area served by the Company embraces approximately 30,000 square miles, which includes Oklahoma City, the largest city in Oklahoma, and the section of Arkansas in the general area of Ft. Smith, the second largest city in Arkansas. Of the total 276 communities served, 247 are located in Oklahoma and 29 in Arkansas. Approximately 91% of the Company's electric operating revenues for the year ended December 31, 1994, was derived from sales in Oklahoma and approximately 9% from sales in Arkansas. RESTRUCTURING The Company has proposed a corporate restructuring (the "Restructuring") under which it will become the subsidiary of a newly-formed holding company (the "Holding Company"), and the Company's Common Stock will be exchanged on a share-for-share basis for Common Stock of the Holding Company. Following the Restructuring, Enogex Inc. will become a direct subsidiary of the Holding Company and will cease to be a subsidiary of the Company. The Company's Current Report on Form 8-K dated August 3, 1995, filed with the Securities and Exchange Commission (the "Commission") and incorporated by reference in this Prospectus, includes pro forma financial information for the Company as of June 30, 1995 and December 31, 1994, and for the six months ended June 30, 1995 and each of the three years in the period ended December 31, 1994, after giving effect to the Restructuring and the transfer by the Company of Enogex Inc. and its subsidiaries ("Enogex") to the Holding Company as if they had occurred on January 1, 1992. The Restructuring is subject to certain conditions, including shareowner approval and the receipt of regulatory approvals. The Securities and other outstanding indebtedness of the Company will not be transferred or exchanged in the Restructuring and, following the Restructuring, will remain direct obligations of the Company with the same terms as in effect immediately prior to the Restructuring. INFORMATION INCORPORATED BY REFERENCE The following documents, as filed by the Company with the Commission, are incorporated herein by reference: (i) Form 10-K Annual Report of the Company for the year ended December 31, 1994 as amended by the Form 10-K/A filed April 27, 1995 and the Form 10-K/A-2 filed May 22, 1995; (ii) Form 10-Q Quarterly Reports of the Company for the quarters ended March 31, 1995 and June 30, 1995 and (iii) Form 8-K Current Reports of the Company dated July 26, 1995 and August 3, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus from the respective dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other 2 subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person (including any beneficial owner) to whom this Prospectus has been delivered, on the request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than certain exhibits to such documents. Written or telephone requests for such copies should be directed to Ms. Irma B. Elliott, Secretary, Oklahoma Gas and Electric Company, 101 North Robinson, P.O. Box 321, Oklahoma City, Oklahoma 73101-0321, (405) 553-3196. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information on file can be inspected and copied at the public reference offices of the Commission currently at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Chicago, Illinois 60661; and 7 World Trade Center, New York, New York 10045; and copies of such material can be obtained from the Public Reference Section of the Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, reports, proxy material and other information concerning the Company may be inspected at the Library of the New York Stock Exchange, 20 Broad Street, New York, New York 10015, and at the offices of the Pacific Stock Exchange, 301 Pine Street, San Francisco, California 94104 and 618 South Spring Street, Los Angeles, California 90014, on which exchanges the Company's Common Stock is listed. The Company is not required to, and does not, provide annual reports to holders of its debt securities unless specifically requested by a holder. The Company has filed with the Commission registration statements on Form S-3 (herein, together with all amendments and exhibits, referred to collectively as the "Registration Statement") under the Securities Act of 1933, as amended. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement. USE OF PROCEEDS The net proceeds to be received by the Company from the sale of the Securities will be used (i) in connection with the payment at maturity or the redemption, refunding, refinancing or purchase of certain currently outstanding first mortgage bonds of the Company (the "Prior Securities") and (ii) for general corporate purposes (including payment of short-term debt incurred to finance construction expenditures and for issuance costs). The specific allocation of the net proceeds of a particular series of Offered Securities and information relating to the particular Prior Securities, if any, to be paid at maturity, redeemed, refunded, refinanced or purchased will be described in the Prospectus Supplement related thereto. Any Prior Securities purchased will be purchased at a price not in excess of the then-current redemption price applicable to such securities. In case of the redemption, refunding or purchase of Prior Securities, proceeds of the Offered Securities may be applied to pay any redemption premium or purchase price in excess of the principal amount. RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED DECEMBER 31, 12 MONTHS ENDED ------------------------------------------ JUNE 30, 1995 1994 1993 1992 1991 --------------- --------- --------- --------- --------- Consolidated Ratio of Earnings to Fixed Charges.............. 3.36 3.57 3.30 3.01 3.62 Pro Forma Ratio of Earnings to Fixed Charges................. 3.43 3.75 3.35 2.98 3.63 1990 --------- Consolidated Ratio of Earnings to Fixed Charges.............. 3.85 Pro Forma Ratio of Earnings to Fixed Charges................. 4.02
3 For purposes of these ratios, "Earnings" consist of the aggregate of net income, taxes on income, investment tax credit (net) and "fixed charges." "Fixed charges" consist of interest on long-term debt, related amortization, interest on short-term borrowings and a calculated portion of rents considered to be interest. The pro forma ratios (which exclude the results of Enogex) give effect to the Restructuring and the transfer by the Company of Enogex to the Holding Company as if they occurred at January 1, 1990. The annual interest requirements on the long-term debt of the Company and its subsidiaries outstanding at June 30, 1995, was $58,218,282. On a pro forma basis, the annual interest requirements on the Company's long-term debt outstanding at June 30, 1995 was $54,676,902. SELECTED CONSOLIDATED AND PRO FORMA FINANCIAL INFORMATION The following table presents selected financial information of the Company on a consolidated basis and pro forma basis. The pro forma income summary gives effect to the Restructuring described under the caption "OKLAHOMA GAS AND ELECTRIC COMPANY -- Restructuring" and the transfer of Enogex to the new Holding Company, as if they had occurred at January 1, 1992. The pro forma capitalization summary gives effect to the Restructuring and the transfer of Enogex as if they had occurred at June 30, 1995. The following financial information is presented in thousands, except percentages:
YEAR ENDED DECEMBER 31, ------------------------------------------- 1994 1993 1992 12 MONTHS ENDED ------------- ------------- ------------- JUNE 30, 1995 --------------- (UNAUDITED) Income Summary: Operating Revenues............................... $ 1,275,189 $ 1,355,168 $ 1,447,252 $ 1,314,984 Operating Income................................. 190,562 200,466 195,153 177,004 Net Income....................................... 114,600 123,785 114,277 99,712 Pro Forma Income Summary (unaudited)(1)(2): Operating Revenues............................... $ 1,143,800 $ 1,196,898 $ 1,282,816 $ 1,193,993 Operating Income................................. 169,747 180,824 175,997 157,569 Net Income....................................... 102,909 113,795 104,730 88,293
AS OF JUNE 30, 1995 ------------------------------------------------------ (UNAUDITED) ACTUAL PRO FORMA(1)(2) -------------------------- -------------------------- AMOUNT % AMOUNT % ------------- ----------- ------------- ----------- Capitalization Summary: Long-Term Debt (excluding current maturities)............ $ 731,215 43.76% $ 725,115 46.45% Preferred Stock.......................................... 49,973 2.99 49,973 3.20 Common Stock Equity...................................... 889,745 53.25 786,037 50.35 ------------- ----------- ------------- ----------- $ 1,670,933 100.00% $ 1,561,125 100.00% ------------- ----------- ------------- ----------- ------------- ----------- ------------- ----------- ------------------------ 1. Enogex's assets, liabilities, equity and results of operations have been eliminated from consolidated Company amounts to reflect the transfer of ownership and control of Enogex from the Company to the Holding Company. 2. After the transaction, the Company will not retain ownership of Enogex. Consequently, intercompany transactions between the Company and Enogex have not been eliminated in the pro forma financial statements. The most significant intercompany transactions are transmission fees and related charges to the Company from Enogex, whose core business has been to transport natural gas to the Company power plants. The amount of these charges were $44.6 million for the 12 months ended June 30, 1995; $44.8 million for the year ended December 31, 1994; $54.9 million for the year ended December 31, 1993; and $55.0 million for the year ended December 31, 1992.
4 SECURITIES The Securities may be issued in one or more series as first mortgage bonds or as notes or debentures secured by the Company's first mortgage bonds or, in the circumstances described under the caption "DESCRIPTION OF SENIOR NOTES -- Security; Release Date," as unsecured notes or debentures (such notes and debentures are herein referred to as "Senior Notes"). In addition, following the Release Date (as defined below), any outstanding Senior Notes that are secured by the Company's first mortgage bonds when issued, will cease to be secured and will become unsecured general obligations of the Company. Senior Notes will be issued under an indenture (the "Senior Note Indenture"), the form of which is an exhibit to the Registration Statement, between the Company and Boatmen's First National Bank of Oklahoma, as trustee (the "Senior Note Trustee"), and are described below under the caption "DESCRIPTION OF SENIOR NOTES"). First mortgage bonds (the "New Bonds") will be issued under the Trust Indenture dated February 1, 1945 as heretofore supplemented and amended by supplemental trust indentures and a new supplemental trust indenture for each such series of New Bonds all from the Company to Boatmen's First National Bank of Oklahoma, as successor trustee (such Trust Indenture, as supplemented and as to be supplemented, is herein referred to as the "First Mortgage Indenture"). The New Bonds are described below under the caption "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE." There is no requirement, under either the Senior Note Indenture or the First Mortgage Indenture (collectively, the "Indentures"), that future issues of debt securities of the Company be issued under the Indentures, and the Company will be free to employ other indentures or documentation, containing provisions different from those included in the Indentures or applicable to one or more issues of Securities, in connection with future issues of such other debt securities. DESCRIPTION OF SENIOR NOTES GENERAL The following summaries of certain provisions of the Senior Note Indenture do not purport to be complete and are subject to, and qualified in their entirety by, all of the provisions of the Senior Note Indenture which is incorporated herein by this reference and the form of which is an exhibit to the Registration Statement of which this Prospectus is a part. References to Section numbers under this caption are references to the Section numbers of the Senior Note Indenture. Until the Release Date (as defined below), the Senior Notes will be secured as to payment of principal and interest by one or more series of the Company's first mortgage bonds issued, pledged and delivered by the Company to the Senior Note Trustee. See "Security; Release Date." FOLLOWING THE RELEASE DATE, THE SENIOR NOTES WILL CEASE TO BE SECURED AS TO THE PAYMENT OF PRINCIPAL AND INTEREST, WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY AND WILL RANK ON A PARITY WITH OTHER UNSECURED INDEBTEDNESS OF THE COMPANY. The Senior Note Indenture provides that, in addition to the Senior Notes offered hereby, additional Senior Notes may be issued thereunder, without limitation as to aggregate principal amount, provided that, prior to the Release Date, the amount of Senior Notes that may be issued cannot exceed the amount of first mortgage bonds that the Company is able to issue under its First Mortgage Indenture. See "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE -- Issuance of Additional Bonds." At June 30, 1995, the Company could issue $713 million of additional first mortgage bonds at an assumed 8.5% interest rate. The Senior Note Indenture provides that the Senior Notes will be issued in one or more series, may be issued at various times, may have differing maturity dates and may bear interest at differing rates. The Prospectus Supplement applicable to each issue of Senior Notes will specify: (1) the designation and aggregate principal amount of such Senior Notes; (2) the date on which such Senior Notes will mature; (3) the interest rate or rates, or method of calculation of such rate or rates, on such Senior Notes, and the date from which such interest shall accrue; (4) the dates on which such interest will be payable; (5) the record dates for payments of interest; (6) any redemption terms; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which such 5 Senior Notes may be repaid, in whole or in part, at the option of the holder thereof; and (8) other specific terms applicable to such Senior Notes. Unless otherwise indicated in the applicable Prospectus Supplement, the Senior Notes will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof, except that the denomination of any Senior Note issued in the form of a Global Security will not exceed $200,000,000 without the approval of the Depository. Unless otherwise indicated in the applicable Prospectus Supplement, there are no provisions in the Senior Note Indenture or the Senior Notes that require the Company to redeem, or permit the holders to cause a redemption of, the Senior Notes or that otherwise protect the holders in the event that the Company incurs substantial additional indebtedness, whether or not in connection with a change in control of the Company. However, any change in control transaction that involves the incurrence of additional long-term indebtedness (as notes, first mortgage bonds or otherwise) by the Company in such a transaction would require approval of state utility regulatory authorities and, possibly, of federal utility regulatory authorities. (See "OKLAHOMA GAS AND ELECTRIC COMPANY -- Restructuring.") Management believes that such approvals would be unlikely in any transaction that would result in the Company, or a successor to the Company, having a highly leveraged capital structure. REGISTRATION, TRANSFER AND EXCHANGE Senior Notes of any series will be exchangeable for other Senior Notes of the same series of any authorized denominations and of a like aggregate principal amount and tenor. (Section 2.06) Unless otherwise indicated in the applicable Prospectus Supplement, Senior Notes may be presented for registration of transfer (duly endorsed or accompanied by a duly executed written instrument of transfer), at the office of the Senior Note Trustee and maintained for such purpose with respect to any series of Senior Notes and referred to in the applicable Prospectus Supplement, without service charge and upon payment of any taxes and other governmental charges as described in the Senior Note Indenture. Such transfer or exchange will be effected upon being satisfied with the documents of title and indemnity of the person making the request. (Section 2.06 and 2.07) In the event of any redemption of Senior Notes of any series, the Trustee will not be required to exchange or register a transfer of any Senior Notes of such series selected, called or being called for redemption except, in the case of any Senior Note to be redeemed in part, the portion thereof not to be so redeemed. (Section 2.06) See "BOOK-ENTRY SYSTEM." PAYMENT AND PAYING AGENTS Principal of and interest and premium, if any, on Senior Notes issued in the form of Global Securities will be paid in the manner described below under the caption "BOOK-ENTRY SYSTEM." Unless otherwise indicated in the applicable Prospectus Supplement, interest on Senior Notes that are in the form of certificated securities will be paid by check mailed to the person entitled thereto at such person's address at it appears in the register for the Senior Notes maintained by the Senior Note Trustee; however, a holder of Senior Notes of one or more series under the Senior Note Indenture in the aggregate principal amount of $10,000,000 or more having the same interest payment dates will be entitled to receive payments of interest by wire transfer of immediately available funds if appropriate wire transfer instructions have been received by the Senior Note Trustee on or prior to the applicable regular record date. (Section 2.12) Unless otherwise indicated in the applicable Prospectus Supplement, the principal of, and interest at maturity and premium, if any, on Senior Notes in the form of certificated securities will be payable in immediately available funds at the office of the Senior Note Trustee. (Section 2.12) All monies paid by the Company to a paying agent for the payment of principal of, interest or premium, if any, on any Senior Note which remain unclaimed at the end of two years after such 6 principal, interest or premium shall have become due and payable will be repaid to the Company and the holder of such Senior Note will thereafter look only to the Company for payment thereof. (Section 5.04) SECURITY; RELEASE DATE Until the Release Date (as defined below), the Senior Notes will be secured as to payment of principal and interest by one or more series of the Company's first mortgage bonds (see "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE") issued, pledged and delivered by the Company to the Senior Note Trustee ("Senior Note Mortgage Bonds"). Each series of Senior Note Mortgage Bonds will have the same stated rate or rates of interest (or interest calculated in the same manner), payment dates, maturity dates and redemption provisions as the Senior Notes which they secure. Satisfaction of the Company's obligations with respect to principal of, and interest on, the Senior Notes will satisfy the Company's obligations with respect to principal of, and interest on, the Senior Note Mortgage Bonds securing such Senior Notes. (Section 4.11) THE RELEASE DATE WILL BE THE DATE THAT ALL FIRST MORTGAGE BONDS ("FIRST MORTGAGE BONDS") OF THE COMPANY ISSUED AND OUTSTANDING UNDER THE FIRST MORTGAGE INDENTURE (OTHER THAN SENIOR NOTE MORTGAGE BONDS) HAVE BEEN RETIRED (AT, BEFORE OR AFTER THE MATURITY THEREOF) THROUGH PAYMENT OR REDEMPTION (INCLUDING THOSE FIRST MORTGAGE BONDS DEEMED TO BE PAID WITHIN THE MEANING OF THE FIRST MORTGAGE INDENTURE). FROM AND AFTER THE RELEASE DATE, THE SENIOR NOTE MORTGAGE BONDS SHALL CEASE TO SECURE THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE SENIOR NOTES, AND THE SENIOR NOTES WILL BECOME UNSECURED GENERAL OBLIGATIONS OF THE COMPANY. (Section 4.11) Until the Release Date, the Senior Note Mortgage Bonds secure the payment of the principal of and interest on the Senior Notes; however, at no time will they secure the payment of any premium on the Senior Notes. Each series of Senior Note Mortgage Bonds will be a series of First Mortgage Bonds of the Company, all of which are secured by a lien on certain property owned by the Company. In certain circumstances, the Company is permitted to reduce the aggregate principal amount of the Senior Note Mortgage Bonds held by the Senior Note Trustee, but in no event to an amount lower than the aggregate principal amount of the outstanding Senior Notes which they secure. (Section 4.08) The Company is permitted to issue, pledge and deliver to the Senior Note Trustee additional First Mortgage Bonds to secure other issuances of Senior Notes under the Senior Note Indenture. Following the Release Date, the Company will cause the First Mortgage Indenture to be closed and the Company will not issue any additional First Mortgage Bonds under the First Mortgage Indenture. EVENTS OF DEFAULT The following constitute events of default under the Senior Note Indenture: (a) default in the payment of principal of and premium, if any, on any Senior Note when due and payable whether at the stated maturity thereof, upon redemption thereof (provided that such redemption is not conditioned upon the deposit of sufficient moneys for such redemption) or upon declaration of acceleration or otherwise; (b) default in the payment of interest on any Senior Note when due which continues for 30 days; (c) default in the performance or breach of any other covenant or warranty of the Company in the Senior Note Indenture and the continuation thereof for 60 days after written notice to the Company as provided in the Senior Note Indenture; (d) prior to the Release Date, the occurrence of a completed default under the First Mortgage Indenture, of which the First Mortgage Trustee (hereinafter defined), the Company or the holders of at least 25% in aggregate principal amount of the outstanding Senior Notes have given written notice thereof to the Senior Note Trustee; and (e) certain events of bankruptcy, insolvency or reorganization of the Company. (Section 8.01) If an event of default occurs and is continuing, either the Senior Note Trustee or the holders of a majority in principal amount of the outstanding Senior Notes may declare the principal amount of all Senior Notes to be due and payable immediately. Upon such acceleration of the Senior Notes, the Senior Note Trustee is empowered to cause the mandatory redemption of the Senior Note Mortgage Bonds. At any time after an acceleration of the Senior Notes has been declared, but before a judgment or decree of the immediate payment of the principal amount of the Senior Notes has been obtained and so long as all First Mortgage Bonds have not been accelerated, if the Company pays or deposits with the Senior Note Trustee a sum sufficient to pay all matured installments of interest and the 7 principal and any premium which has become due otherwise than by acceleration and all defaults shall have been cured or waived, then such payment or deposit will cause an automatic rescission and annulment of the acceleration of the Senior Notes. (Section 8.01) The Senior Note Indenture provides that the Senior Note Trustee generally will be under no obligation to exercise any of its rights or powers under the Senior Note Indenture at the request or direction of any of the holders unless such holders have offered to the Senior Note Trustee indemnity acceptable to the Senior Note Trustee. (Section 9.02) The holders of a majority in principal amount of the outstanding Senior Notes generally will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Senior Note Trustee, or of exercising any trust or power conferred on the Senior Note Trustee, with respect to the Senior Notes. (Section 8.07) Each holder of any Senior Note has the right to institute a proceeding with respect to the Senior Note Indenture, but such right is subject to certain conditions precedent specified in the Senior Note Indenture. (Section 8.04) The Senior Note Indenture provides that the Senior Note Trustee, within 90 days after the occurrence of a default with respect to the Senior Notes, is required to give the holders of the Senior Notes notice of such default, unless cured or waived, but, except in the case of default in the payment of principal of, or premium, if any, or interest on any Senior Notes, the Senior Note Trustee may withhold such notice if it determines in good faith that it is in the interest of such holders to do so. (Section 8.08) The Company is required to deliver to the Senior Note Trustee each year a certificate as to whether or not, to the knowledge of the officers signing such certificate, the Company is in compliance with the conditions and covenants under the Senior Note Indenture. (Section 6.06) MODIFICATION Modification and amendment of the Senior Note Indenture may be effected by the Company and the Senior Note Trustee with the consent of the holders of a majority in principal amount of the outstanding Senior Notes affected thereby, provided that no such modification or amendment may, without the consent of the holder of each outstanding Senior Note affected thereby, (a) change the stated maturity of any installment of principal of, or interest on, any Senior Note or any premium payable on the redemption thereof, or change the redemption price; (b) reduce the principal amount of, or the interest or premium payable on, any Senior Note or reduce the amount of principal that could be declared due and payable prior to the stated maturity; (c) change the coin or currency of any payment of principal of, or any premium or interest on, any Senior Note; (d) impair the right of a holder to institute suit for the enforcement of any payment on or with respect to any Senior Note; (e) reduce the percentage in principal amount of outstanding Senior Notes, the consent of the holders of which is required to modify or amend the Senior Note Indenture; (f) impair the security interest of the Senior Note Trustee in the Senior Note Mortgage Bonds held by it or, prior to the Release Date, reduce the principal amount of Senior Note Mortgage Bonds securing the Senior Notes to an amount less than the principal amount of the Senior Notes or alter the payment provisions of such Senior Note Mortgage Bonds in a manner adverse to the holders of the Senior Notes; or (g) modify the foregoing requirements or reduce the percentage of outstanding Senior Notes necessary to waive any past default to less than a majority. Modification and amendment of the Senior Note Indenture may be effected by the Company and the Senior Note Trustee without the consent of the holders (a) to add to the covenants of the Company for the benefit of the holders or to surrender a right conferred on the Company in the Senior Note Indenture; (b) to add further security for the Senior Notes; or (c) to make certain other modifications, generally of a ministerial or immaterial nature. (Sections 13.01 and 13.02) DEFEASANCE AND DISCHARGE The Senior Note Indenture provides that the Company will be discharged from any and all obligations in respect to the Senior Notes and the Senior Note Indenture (except for certain obligations such as obligations to register the transfer or exchange of Senior Notes, replace stolen, lost or mutilated Senior Notes and maintain paying agencies) if, among other things, the Company irrevocably deposits with the Senior Note Trustee, in trust for the benefit of holders of Senior Notes, money or United States government obligations, or any combination thereof, which through the payment of 8 interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient, without reinvestment, to make all payments of principal of, and any premium and interest on, the Senior Notes on the dates such payments are due in accordance with the terms of the Senior Note Indenture and the Senior Notes; provided that the Company shall also have delivered to the Senior Note Trustee an opinion of counsel to the effect that the holders of the Senior Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Senior Note Indenture. Thereafter, the holders of Senior Notes must look only to such deposit for payment of the principal of, and interest and any premium on, the Senior Notes. (Section 5.01) CONSOLIDATION, MERGER AND SALE OF ASSETS The Company will not consolidate with or merge into any other corporation or sell, transfer or otherwise convey all or substantially all its assets unless the successor or transferee corporation assumes by supplemental indenture the due and punctual payment of the principal and premium and interest on all the Senior Notes and the performance of every covenant of the Senior Note Indenture to be performed or observed by the Company and, prior to the Release Date, unless the successor or transferee corporation assumes the Company's obligations under the First Mortgage Indenture with respect to the Senior Note Mortgage Bonds. Upon any such consolidation, merger, sale, transfer or conveyance of all or substantially all of the assets of the Company, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Senior Note Indenture with the same effect as if such successor corporation had been named as the Company therein and the Company will be released from all obligations under the Senior Note Indenture. The Senior Note Indenture defines all or substantially all of the assets of the Company as being 50% or more of the total assets of the Company as shown on the balance sheet of the Company as of the end of the prior year and specifically permits any such sale, transfer or conveyance during a calendar year of less than 50% of total assets without the consent of the holders of the Senior Notes. (Sections 12.01 and 12.02) RESIGNATION OR REMOVAL OF NOTE TRUSTEE The Senior Note Trustee may resign at any time upon written notice to the Company specifying the day upon which the resignation is to take effect and such resignation will take effect immediately upon the later of the appointment of a successor Senior Note Trustee and such specified day. (Section 9.10) The Senior Note Trustee may be removed at any time by an instrument or concurrent instruments in writing filed with the Senior Note Trustee and signed by the holders, or their attorneys-in-fact, of at least a majority in principal amount of the then outstanding Senior Notes. In addition, so long as no event of default or event which, with the giving of notice or lapse of time or both, would become an event of default has occurred and is continuing, the Company may remove the Senior Note Trustee upon notice to the holder of each Senior Note outstanding and the Senior Note Trustee, and appointment of a successor Senior Note Trustee. (Section 9.10) CONCERNING THE SENIOR NOTE TRUSTEE Boatmen's First National Bank of Oklahoma is the Senior Note Trustee under the Senior Note Indenture. The Company maintains banking relationships with the Senior Note Trustee in the ordinary course of business. The Senior Note Trustee also acts as trustee for the Company's First Mortgage Bonds. FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE GENERAL The New Bonds, including any series of Senior Note Mortgage Bonds issued as security for Senior Notes, will be a series of First Mortgage Bonds issued under the Trust Indenture dated February 1, 9 1945 as heretofore supplemented and amended by supplemental trust indentures and a new supplemental trust indenture for such series of New Bonds (the "New Supplemental Indenture"), all from the Company to Boatmen's First National Bank of Oklahoma, as successor Trustee (the "First Mortgage Trustee") to The First National Bank and Trust Company of Oklahoma City. The Trust Indenture as so amended and supplemented and as to be further amended and supplemented by the New Supplemental Indenture and any such subsequent supplemental indenture or indentures is hereinafter referred to as the "First Mortgage Indenture." Copies of the First Mortgage Indenture, the supplemental indentures and the form of the New Supplemental Indenture are filed as exhibits to the Registration Statement of which this Prospectus is a part. The following summaries of certain provisions of the First Mortgage Indenture do not purport to be complete and are subject to, and qualified in their entirety by, the detailed provisions of the First Mortgage Indenture which are incorporated herein by this reference. References to Article and Section numbers under this caption are references to Article and Section numbers of the First Mortgage Indenture unless otherwise indicated. Unless the context indicates otherwise, words or phrases defined in the First Mortgage Indenture are capitalized and used with the same meanings herein. Excluding the New Bonds, as of June 30, 1995, 13 series of First Mortgage Bonds in an aggregate principal amount of $653.5 million currently are outstanding under the First Mortgage Indenture. TERMS OF NEW BONDS The New Bonds will be issued initially as fully registered bonds in denominations of a multiple of $1,000 each. New Bonds may be issued in temporary form if, for any reason, the Company is unable to deliver New Bonds in definitive form. Principal and interest are to be payable in Oklahoma City, New York or Chicago. The New Bonds will be interchangeable in the manner provided in Article II of the New Supplemental Indenture. No charge will be made for any exchange or transfer of New Bonds, other than for any taxes or other governmental charges. Reference is made to the applicable Prospectus Supplement for the following terms and other information with respect to the series of New Bonds being offered thereby: (1) the designation and aggregate principal amount of such New Bonds; (2) the date on which the New Bonds will mature; (3) the rate per annum (or method of calculation) at which such New Bonds will bear interest and the date from which such interest shall accrue; (4) the dates on which such interest will be payable; (5) the record dates for payments of interest; (6) any redemption terms; (7) the period or periods within which, the price or prices at which and the terms and conditions upon which New Bonds may be repaid, in whole or in part, at the option of the holder thereof; and (8) other specific terms applicable to New Bonds. SECURITY FOR NEW BONDS In the opinions of counsel for the Company, the New Bonds, when issued, will be secured by the First Mortgage Indenture, which constitutes a first mortgage lien, subject only to Permissible Encumbrances, upon all the property of the Company (except as summarized in the following paragraph) for the equal pro rata security of each series of First Mortgage Bonds, subject to the provisions related to any sinking fund or similar fund for the benefit of First Mortgage Bonds of any particular series. The opinion does not cover title to easements or rights-of-way as counsel believes the expense of examination would exceed the cost of acquiring, by condemnation or purchase, any easements or rights-of-way held under defective titles. There are excepted from the lien of the First Mortgage Indenture certain securities, cash, contracts, receivables, motor vehicles, merchandise, equipment and supplies, and certain non-utility real property. (Granting Clause of the First Mortgage Indenture.) The First Mortgage Indenture is not a lien on the properties of any subsidiary of the Company, nor is the stock of any such subsidiary pledged under the First Mortgage Indenture. The First Mortgage Indenture contains provisions for subjecting to the lien thereof (subject to the limitations in Article XV in the case of consolidation or merger) all property acquired by the Company after the date of the Trust Indenture other than property of the kind mentioned in the preceding 10 paragraph. (Granting Clause of the First Mortgage Indenture.) Such provisions might not be effective as to property acquired within the 90-day period immediately preceding or acquired subsequent to the filing of a case with respect to the Company under the United States Bankruptcy Code. MAINTENANCE PROVISIONS As a Maintenance Fund for the First Mortgage Bonds, the Company covenants to pay to the First Mortgage Trustee annually on May 1 an amount equal to 15% of its Gross Operating Revenues for the preceding calendar year, after deducting from such revenues (i) cost of electricity purchased for resale and (ii) rentals paid for utility property, less credits at the Company's option for (a) maintenance, (b) property retirements offset by Permanent Additions, (c) retirements of First Mortgage Bonds, (d) Amounts of Established Permanent Additions and (e) 15% of the portion of Gross Operating Revenues during such calendar year attributable to increases since January 6, 1975, in the Company's cost of fuel used in electric generation. Withdrawals from the Maintenance Fund may be made on the basis of retirements of First Mortgage Bonds and Amounts of Established Permanent Additions, but cash in excess of $100,000 remaining on deposit in the Maintenance Fund for more than two years must be used for the retirement of First Mortgage Bonds. Any such retirement through redemption would be at the applicable regular redemption price of the First Mortgage Bonds to be redeemed and subject to any restriction on the redemption of such First Mortgage Bonds. (Article IX, Section 3.03 of Supplemental Indenture dated March 1, 1952, and Section 1.01 of Supplemental Indenture dated September 14, 1976.) The Company has covenanted to maintain its properties in adequate repair, working order and condition. The First Mortgage Indenture contains provisions for a periodic inspection of the Company's properties and report by an independent engineer as to compliance with this covenant. (Section 8.06.) SINKING FUND PROVISIONS As an annual sinking fund for each series of First Mortgage Bonds, the Company covenants to pay to the First Mortgage Trustee annually on December 1 an amount sufficient to redeem, on the following February 1, for sinking fund purposes, 1 1/4% of the highest principal amount at any time outstanding of First Mortgage Bonds of the series for which the sinking fund is applicable. Sinking fund payments may be offset by (a) application of Amounts of Established Permanent Additions equal to 166 2/3% of the principal amount of First Mortgage Bonds which would otherwise be required to be retired by the sinking fund and (b) retirement or delivery to the First Mortgage Trustee of First Mortgage Bonds of the series for which the sinking fund is applicable. The First Mortgage Trustee is required to apply sinking fund money to the purchase or redemption of First Mortgage Bonds of the series for which such funds are applicable. (Article XII and Section 3.01 of Supplemental Indenture dated February 1, 1980.) ISSUANCE OF ADDITIONAL BONDS Additional First Mortgage Bonds secured by the First Mortgage Indenture may be issued on the basis of (a) 60% of the Cost or Fair Value, whichever is less, of net Permanent Additions (which become available upon proper certification by the Company), after making the required deductions on account of Retired Property (Article V); (b) an equal principal amount of retired First Mortgage Bonds, the retirement whereof has not been otherwise used under the First Mortgage Indenture (Article VI); and (c) deposit of an equal amount of cash with the First Mortgage Trustee, which cash may be withdrawn by applying Amounts of Established Permanent Additions equal to 166 2/3% of such cash to be withdrawn or by retirement of First Mortgage Bonds (Article VII and Section 3.04 of Supplemental Indenture dated March 1, 1952). No additional First Mortgage Bonds may be issued on basis (a), basis (b) under specified conditions or basis (c), unless the Earnings Applicable to Bond Interest for a specified twelve-month period are equal to twice the annual interest requirements on the First Mortgage Bonds including those about to be issued. (Sections 5.03, 6.01 and 7.01). Earnings Applicable to Bond Interest for the twelve months ended June 30, 1995, would be 4.4 times the annual interest requirement on the First Mortgage Bonds of the Company at an assumed 8.5% interest rate. 11 Additional First Mortgage Bonds may vary from the New Bonds as to maturity, interest rate, redemption prices, sinking fund and in certain other respects. (Article II.) The New Bonds will be issued under (a) and/or (b) above. At June 30, 1995, the amount of net Permanent Additions which may be used for the issuance of First Mortgage Bonds was approximately $1.1 billion. At June 30, 1995, the amount of retired First Mortgage Bonds which may be used for the issuance of First Mortgage Bonds was $267 million. PROVISIONS OF FIRST MORTGAGE INDENTURE LIMITING DIVIDENDS ON COMMON STOCK The Company covenants that, so long as any First Mortgage Bonds are outstanding, earned surplus (retained earnings) equal to the sum of (1) the amount by which the aggregate of (a) provisions for retirement and depreciation and (b) expenditures for maintenance, during the period from June 1, 1955, to the last date for which a statement of income is available, is less than 15% of Gross Operating Revenues (after deducting cost of electricity and/or gas purchased for resale, rentals paid for utility property and the portion of gross operating revenues attributable to increases since January 6, 1975, in the Company's cost of fuel used in electric generation) for that period and (2) the amount, if any, by which all of the consideration paid by the Company in acquiring any shares of its Common Stock during the above period exceeds $217,301,128 plus any consideration received by the Company from the sale after September 30, 1991 of its Common Stock, shall not be available for the payment of cash dividends on Common Stock; and that the Company shall not acquire shares of its Common Stock for a valuable consideration if after such acquisition the sum of (1) and (2) above would exceed its then earned surplus (retained earnings). (Section 3.01 of Supplemental Indenture dated January 1, 1957, Section 1.01 of Supplemental Indenture dated September 14, 1976 and Section 1.01 of Supplemental Indenture dated December 9, 1991.) RELEASE PROVISIONS The First Mortgage Indenture contains provisions permitting the release from its lien of any property upon depositing or pledging cash or certain other property of comparable Fair Value (Fair Value being defined in substance as the current value of the property as certified by an engineer, appraiser or similar expert). The First Mortgage Indenture also contains provisions for the cancellation, change or alteration of leases, rights-of-way and easements, and for the surrender and modification of any franchise or governmental consent subject to certain restrictions, in each case without any release or consent by the First Mortgage Trustee or accountability thereto for any consideration received by the Company. (Article XI.) MODIFICATION OF THE FIRST MORTGAGE INDENTURE With the consent of the Company, the provisions of the First Mortgage Indenture may be changed by the affirmative vote of the holders of 70% in principal amount of the First Mortgage Bonds then outstanding except, among other things, the maturity of a First Mortgage Bond may not be extended, the interest rate reduced nor the terms of payment of principal or interest changed without the consent of the holder of such First Mortgage Bond. (Article XVIII.) CONCERNING THE FIRST MORTGAGE TRUSTEE Boatmen's First National Bank of Oklahoma is the First Mortgage Trustee under the First Mortgage Indenture. The Company maintains banking relationships in the ordinary course of business with the First Mortgage Trustee. The First Mortgage Trustee also serves as trustee for the Senior Notes. In case of a Completed Default under the First Mortgage Indenture (see "-- Events of Default" below), the First Mortgage Trustee may, and upon request of the holders of a majority in principal amount of the First Mortgage Bonds shall, declare the First Mortgage Bonds due and payable. In case of a Completed Default, it is obligatory upon the First Mortgage Trustee to take the action or actions provided in the First Mortgage Indenture to enforce payment of the First Mortgage Bonds and for the enforcement of the lien of the First Mortgage Indenture upon being requested to do so by the holders 12 of a majority in principal amount of the First Mortgage Bonds and upon being indemnified against the costs, expenses and liabilities to be incurred therein or thereby without negligence or bad faith. (Sections 13.01, 13.04 and 13.15.) EVENTS OF DEFAULT The following is a summary of events defined in the First Mortgage Indenture as "Completed Defaults": (a) failure to pay principal of any First Mortgage Bond when due and payable, (b) failure to pay interest on any First Mortgage Bond within 30 days after it becomes due and payable, (c) failure to meet any payment to the sinking fund on any First Mortgage Bond within 10 days after same is payable, (d) the expiration of 30 days after (1) the adjudication of the Company as a bankrupt or (2) the entry of an order approving a petition filed against the Company seeking reorganization of the Company, unless during such period such adjudication or order shall be vacated, (e) the expiration of 90 days following the appointment of a receiver unless during such period such appointment shall be vacated, (f) the filing by the Company of a voluntary petition in bankruptcy or the making of a general assignment for the benefit of creditors or the consent by the Company to the appointment of a receiver or the filing by the Company of a petition or answer seeking reorganization or the filing by the Company of a petition to take advantage of any insolvency act and (g) failure to perform any other covenant or agreement contained in the First Mortgage Indenture or First Mortgage Bonds within 60 days following the mailing by the First Mortgage Trustee or by the holders of at least 15% in principal amount of the First Mortgage Bonds then Outstanding of a written demand that such failure be cured. (Section 13.01 and Section 4.01 of Supplemental Indenture dated February 1, 1980.) By Section 16.07 of the First Mortgage Indenture, the First Mortgage Trustee is required to give notice to bondholders (1) within 90 days after the occurrence of a default known to the First Mortgage Trustee within such period, or (2) if a default be not known to the First Mortgage Trustee within such period, within 30 days after such default shall be known to the First Mortgage Trustee, unless such default shall have been cured before the giving of such notice; provided that, except in the case of a default resulting from the failure to make any payment of principal of or interest on any First Mortgage Bonds or to make any sinking fund or purchase fund payment, the First Mortgage Trustee may withhold such notice upon determination in good faith by the board of directors, the executive committee or a trust committee of directors and/or responsible officers of the First Mortgage Trustee that the withholding of such notice is in the interest of the bondholders. BOOK-ENTRY SYSTEM Each series of Securities may be issued in the form of one or more Global Securities representing all or part of such series of Securities and which will be deposited with or on behalf of the Depository and registered in the name of the Depository or a nominee of the Depository. The following is based solely on information furnished by DTC: Unless otherwise specified in the Prospectus Supplement, DTC will act as Depository for those Securities issued as Global Securities. The Global Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee). DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock 13 Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the Commission. Purchases of the Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmation providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Securities with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of the holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. If the Global Securities are redeemable, redemption notices shall be sent to Cede & Co. If less than all of the Global Securities are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, interest and any premium payments on the Securities will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the applicable Trustee or the Company, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest and any premium to DTC is the responsibility of the Company or the applicable Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. 14 DTC may discontinue providing its services as securities depository with respect to a series of Securities at any time by giving reasonable notice to the Company or the applicable Trustee. Under such circumstances, if a successor securities depository is not obtained, certificates for such series of Securities are required to be printed and delivered. The Company may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) for any series of Securities. In that event, certificates for such series of Securities will be printed and delivered. The information in this section concerning DTC and DTC's book-entry system has been obtained from DTC, and the Company and any underwriters, dealers or agents take no responsibility for the accuracy thereof. The underwriters, dealers or agents of any Offered Securities may be Direct Participants of DTC. NONE OF THE COMPANY, THE SENIOR NOTE TRUSTEE, THE FIRST MORTGAGE TRUSTEE OR ANY AGENT FOR PAYMENT ON OR REGISTRATION OF TRANSFER OR EXCHANGE OF THE GLOBAL SECURITY WILL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE RECORDS RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL INTERESTS IN SUCH GLOBAL SECURITY OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO SUCH BENEFICIAL INTERESTS. LEGAL OPINIONS Legal opinions relating to the Securities will be rendered by Rainey, Ross, Rice & Binns, First National Center, Oklahoma City, Oklahoma, Chisenhall, Nestrud & Julian, P.A., First Commercial Bank Building, Little Rock, Arkansas, and Gardner, Carton & Douglas, 321 North Clark Street, Chicago, Illinois, counsel for the Company, and by Jones, Day, Reavis & Pogue, 77 West Wacker Drive, Chicago, Illinois, counsel for any underwriters, dealers or agents named in the Prospectus Supplement. As to matters involving conformity to local laws, the other counsel will rely upon the opinion of Rainey, Ross, Rice & Binns with respect to laws of Oklahoma and upon the opinion of Chisenhall, Nestrud & Julian, P.A., with respect to laws of Arkansas. The statement contained in this Prospectus under the subcaption "Security for New Bonds" under the caption "FIRST MORTGAGE BONDS AND FIRST MORTGAGE INDENTURE" is the opinion of Rainey, Ross, Rice & Binns, counsel for the Company, to the extent that such statement pertains to Oklahoma law and is the opinion of Chisenhall, Nestrud & Julian, P.A., to the extent that such statement pertains to Arkansas law. As of July 31, 1995, attorneys with Rainey, Ross, Rice & Binns owned beneficial interests in an aggregate of 5,492 shares of Common Stock of the Company, of which Mr. William J. Ross, a partner in that firm, owned a beneficial interest in 4,658 shares of such Common Stock. EXPERTS The consolidated financial statements of the Company included in the Company's Form 10-K Annual Report for the fiscal year ended December 31, 1994, to the extent and for the periods indicated in their reports included in said Form 10-K, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. PLAN OF DISTRIBUTION The Company may sell the Securities (i) through underwriters or dealers; (ii) directly to one or more institutional purchasers; or (iii) through agents. The Prospectus Supplement with respect to each series of Securities will set forth the terms of the offering of such Securities, including the name or names of any underwriters, the purchase price of such Securities and the proceeds to the Company 15 from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price, any discounts or concessions allowed or reallowed or paid to dealers and any securities exchanges on which said Securities may be listed. If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms. The specific managing underwriter or underwriters, if any, will be set forth in the Prospectus Supplement relating to the Securities together with the members of the underwriting syndicate, if any. Unless otherwise set forth in the Prospectus Supplement, the obligations of the underwriters to purchase the Securities offered thereby will be subject to certain conditions precedent and the underwriters will be obligated to purchase all such Securities if any are purchased. Securities may be sold directly by the Company or through agents designated by the Company from time to time. The Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Securities in respect of which the Prospectus Supplement is delivered and any commission payable by the Company to such agent. Unless otherwise indicated in the Prospectus Supplement, any such agent is acting on a best efforts basis for the period of its appointment. Any underwriters, dealers or agents participating in the distribution of the Securities may be deemed to be underwriters and any discounts or commissions received by them on the sale or resale of the Securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended. Agents and underwriters may be entitled, under agreements entered into which the Company, to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters may engage in transactions with or perform services for the Company in the ordinary course of business. Any underwriter of the Senior Notes or New Bonds may be required under Oklahoma law to pay a mortgage registration tax in an amount estimated by the Company to be .097% of the principal amount of Senior Notes or New Bonds purchased. 16 PART II. INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Registration fee under the Securities Act of 1933, as amended............ $ 50,863 State qualification fees and mortgage filing fees........................ 10,000 Authentication of Securities by trustee.................................. 14,000 Fees of rating agencies.................................................. 55,000 Printing and engraving................................................... 30,000 Accounting services...................................................... 25,000 Legal fees of Company counsel............................................ 45,000 Miscellaneous, including traveling, telephone tolls, stationery, postage and other out-of-pocket expenses........................................ 20,137 --------- Total.................................................................. $ 250,000 --------- ---------
All items are estimated except the first. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 1031 of Title 18 of the Annotated Oklahoma Statutes provides that the Company may, and in some circumstances must, indemnify the directors and officers of the Company against liabilities and expenses incurred by any such person by reason of the fact that such person was serving in such capacity, subject to certain limitations and conditions set forth in the statute. Substantially similar provisions that require such indemnification are contained in the Company's Restated Certificate of Incorporation, which is filed as Exhibit 4.01 to the Company's Registration Statement No. 33-59805, which is incorporated herein by this reference. The Company's Restated Certificate of Incorporation also contains provisions limiting the liability of the Company's officers and directors in certain instances. The Company has an insurance policy covering its directors and officers against certain personal liability which may include liabilities under the Securities Act of 1933, as amended. The forms of Underwriting Agreements filed as Exhibits 1.01 and 1.02 include provisions requiring the underwriters to indemnify the directors and officers of the Company in certain circumstances. ITEM 16. EXHIBITS.
EXHIBIT --------- 1.01 Form of Underwriting Agreement for Senior Notes. 1.02 Form of Underwriting Agreement for New Bonds. 4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First National Bank and Trust Company of Oklahoma City, Trustee. (Filed as Exhibit 7-A to Registration Statement No. 2-5566 and incorporated by reference herein) 4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7744 and incorporated by reference herein) 4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7964 and incorporated by reference herein) 4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement No. 2-8421 and incorporated by reference herein)
II-1
EXHIBIT --------- 4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement No. 2-9415 and incorporated by reference herein) 4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement No. 2-12274 and incorporated by reference herein) 4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement No. 2-14115 and incorporated by reference herein) 4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement No. 2-19757 and incorporated by reference herein) 4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement No. 2-23127 and incorporated by reference herein) 4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement No. 2-25808 and incorporated by reference herein) 4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement No. 2-27854 and incorporated by reference herein) 4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement No. 2-31010 and incorporated by reference herein) 4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement No. 2-35419 and incorporated by reference herein) 4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement No. 2-42393 and incorporated by reference herein) 4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement No. 2-49612 and incorporated by reference herein) 4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement No. 2-52417 and incorporated by reference herein) 4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement No. 2-55085 and incorporated by reference herein) 4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement No. 2-57730 and incorporated by reference herein) 4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement No. 2-59887 and incorporated by reference herein)
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EXHIBIT --------- 4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement No. 2-59887 and incorporated by reference herein) 4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K Annual Report, File No. 1-1097, for the year ended December 31, 1986, and incorporated by reference herein) 4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K Annual Report, File No. 1-1097, for the year ended December 31, 1987, and incorporated by reference herein) 4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K Annual Report for the year ended December 31, 1990, File No. 1-1097, and incorporated by reference herein) 4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K Annual Report for the year ended December 31, 1991, File No. 1-1097, and incorporated by reference herein) 4.28 Form of Supplemental Trust Indenture for each series of New Bonds, being a supplemental instrument to Exhibit 4.01 hereto. 4.29 Form of Senior Note Indenture. 5.01 Opinion of counsel as to legality of the Securities. 12.01 Computation of ratio to earnings to fixed charges. 23.01 Consents of accountants and legal counsel. 24.01 Power of Attorney. 25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under the Senior Note Indenture. 25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under the First Mortgage Indenture.
ITEM 17. UNDERTAKINGS The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-3 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby also undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10 (a) (3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or event arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represented no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, and State of Oklahoma on the 14th day of August, 1995. OKLAHOMA GAS AND ELECTRIC COMPANY (Registrant) By: /s/ J.G. HARLOW, JR. --------------------------------------- J.G. Harlow, Jr. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE ------------------------------------------- ------------------------------------------- ----------------------- /s/ J.G. HARLOW, JR. Chairman of the Board of Directors and August 14, 1995 ---------------------------------- Principal Executive Officer and Director; J.G. Harlow, Jr. /s/ A.M. STRECKER Principal Financial Officer; and August 14, 1995 ---------------------------------- A.M. Strecker /s/ D.L. YOUNG Principal Accounting Officer August 14, 1995 ---------------------------------- D.L. Young * Director; ---------------------------------- Herbert H. Champlin * Director; ---------------------------------- William E. Durrett * Director; ---------------------------------- Martha W. Griffin * Director; ---------------------------------- Hugh L. Hembree III * Director; ---------------------------------- John F. Snodgrass
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SIGNATURE TITLE DATE ------------------------------------------- ------------------------------------------- ----------------------- * Director; ---------------------------------- Bill Swisher * Director; and ---------------------------------- John A. Taylor * Director. ---------------------------------- Ronald H. White, M.D. *By /s/ J.G. HARLOW, JR. August 14, 1995 ---------------------------------- J.G. Harlow, Jr. (ATTORNEY-IN-FACT)
II-6 INDEX TO EXHIBITS
EXHIBIT PAGE ----------- --------- 1.01 Form of Underwriting Agreement for Senior Notes. 1.02 Form of Underwriting Agreement for New Bonds. 4.01 Copy of Trust Indenture, dated February 1, 1945, from the Company to The First National Bank and Trust Company of Oklahoma City, Trustee. (Filed as Exhibit 7-A to Registration Statement No. 2-5566 and incorporated by reference herein) 4.02 Copy of Supplemental Trust Indenture, dated December 1, 1948, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7744 and incorporated by reference herein) 4.03 Copy of Supplemental Trust Indenture, dated June 1, 1949, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.03 to Registration Statement No. 2-7964 and incorporated by reference herein) 4.04 Copy of Supplemental Trust Indenture, dated May 1, 1950, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 7.04 to Registration Statement No. 2-8421 and incorporated by reference herein) 4.05 Copy of Supplemental Trust Indenture, dated March 1, 1952, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.08 to Registration Statement No. 2-9415 and incorporated by reference herein) 4.06 Copy of Supplemental Trust Indenture, dated June 1, 1955, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.07 to Registration Statement No. 2-12274 and incorporated by reference herein) 4.07 Copy of Supplemental Trust Indenture, dated January 1, 1957, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.07 to Registration Statement No. 2-14115 and incorporated by reference herein) 4.08 Copy of Supplemental Trust Indenture, dated June 1, 1958, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.09 to Registration Statement No. 2-19757 and incorporated by reference herein) 4.09 Copy of Supplemental Trust Indenture, dated March 1, 1963, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.09 to Registration Statement No. 2-23127 and incorporated by reference herein) 4.10 Copy of Supplemental Trust Indenture, dated March 1, 1965, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.10 to Registration Statement No. 2-25808 and incorporated by reference herein) 4.11 Copy of Supplemental Trust Indenture, dated January 1, 1967, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.11 to Registration Statement No. 2-27854 and incorporated by reference herein) 4.12 Copy of Supplemental Trust Indenture, dated January 1, 1968, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.12 to Registration Statement No. 2-31010 and incorporated by reference herein) 4.13 Copy of Supplemental Trust Indenture, dated January 1, 1969, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.13 to Registration Statement No. 2-35419 and incorporated by reference herein) 4.14 Copy of Supplemental Trust Indenture, dated January 1, 1970, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.14 to Registration Statement No. 2-42393 and incorporated by reference herein)
EXHIBIT PAGE ----------- --------- 4.15 Copy of Supplemental Trust Indenture, dated January 1, 1972, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.15 to Registration Statement No. 2-49612 and incorporated by reference herein) 4.16 Copy of Supplemental Trust Indenture, dated January 1, 1974, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.16 to Registration Statement No. 2-52417 and incorporated by reference herein) 4.17 Copy of Supplemental Trust Indenture, dated January 1, 1975, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.17 to Registration Statement No. 2-55085 and incorporated by reference herein) 4.18 Copy of Supplemental Trust Indenture, dated January 1, 1976, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.18 to Registration Statement No. 2-57730 and incorporated by reference herein) 4.19 Copy of Supplemental Trust Indenture, dated September 14, 1976, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.19 to Registration Statement No. 2-59887 and incorporated by reference herein) 4.20 Copy of Supplemental Trust Indenture, dated January 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 2.20 to Registration Statement No. 2-59887 and incorporated by reference herein) 4.21 Copy of Supplemental Trust Indenture, dated November 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.21 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.22 Copy of Supplemental Trust Indenture, dated December 1, 1977, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.22 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.23 Copy of Supplemental Trust Indenture, dated February 1, 1980, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.23 to Registration Statement No. 2-70539 and incorporated by reference herein) 4.24 Copy of Supplemental Trust Indenture, dated August 15, 1986, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.25 to the Company's Form 10-K Annual Report, File No. 1-1097, for the year ended December 31, 1986, and incorporated by reference herein) 4.25 Copy of Supplemental Trust Indenture, dated March 1, 1987, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.26 to the Company's Form 10-K Annual Report, File No. 1-1097, for the year ended December 31, 1987, and incorporated by reference herein) 4.26 Copy of Supplemental Trust Indenture, dated November 15, 1990, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.28 to the Company's Form 10-K Annual Report for the year ended December 31, 1990, File No. 1- 1097, and incorporated by reference herein) 4.27 Copy of Supplemental Trust Indenture, dated December 9, 1991, being a supplemental instrument to Exhibit 4.01 hereto. (Filed as Exhibit 4.29 to the Company's Form 10-K Annual Report for the year ended December 31, 1991, File No. 1- 1097, and incorporated by reference herein) 4.28 Form of Supplemental Trust Indenture for each series of New Bonds, being a supplemental instrument to Exhibit 4.01 hereto. 4.29 Form of Senior Note Indenture. 5.01 Opinion of counsel as to legality of the Securities. 12.01 Computation of ratio to earnings to fixed charges. 23.01 Consents of accountants and legal counsel.
EXHIBIT PAGE ----------- --------- 24.01 Power of Attorney. 25.01 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under the Senior Note Indenture. 25.02 Form T-1 Statement of Eligibility of Boatmen's First National Bank of Oklahoma to act as trustee under the First Mortgage Indenture.
EX-1.01 2 EXHIBIT 1.01 Exhibit 1.01 Oklahoma Gas and Electric Company Notes UNDERWRITING AGREEMENT ___________, 199_ To the Representatives named in Schedule I hereto of the Under- writers named in Schedule II hereto. Ladies and Gentlemen: 1. INTRODUCTION. Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"), proposes to issue and sell from time to time notes (the "Notes"). The Notes will be issued by the Company under its Indenture dated as of _____________ between the Company and Boatmen's First National Bank of Oklahoma, as trustee (the "Trustee"), as it may be further amended and supplemented by a Supplemental Indenture or Supplemental Indentures creating the series in which the Notes are to be issued. The term "Indenture," as hereinafter used, means such Indenture dated as of _____________ , as so amended and supplemented. The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters", which term, when the context permits, shall also include any substitute underwriter as provided in Section 9 hereof) for whom you are acting as Representative or Representatives (the "Representatives") Notes in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Purchased Notes"). Until the Release Date (as defined in the Indenture), the Notes will be secured as to payment of principal and interest by one or more series of First Mortgage Bonds issued, pledged and delivered by the Company to the Trustee. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to, and agrees with, the Underwriters that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") two registration statements on Form S-3 (having the file numbers set forth in Schedule I hereto) relating to $220,000,000 aggregate principal amount of its Notes and First Mortgage Bonds, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), and has filed such amendments thereto as may have been required to the date hereof. Such registration statements have been declared effective by the Commission. Such registration statements and the prospectus relating to the sale of the Notes and the First Mortgage Bonds by the Company constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are collectively referred to herein as the "Registration Statement," and the prospectus relating to the Notes and the First Mortgage Bonds, including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Act or the Exchange Act, is referred to herein as the "Prospectus"; provided that a supplement to the Prospectus relating to an offering of Notes other than the Purchased Notes shall be deemed to have supplemented the Prospectus only with respect to the offering of such other Notes. All documents filed by the Company with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, as aforesaid, are hereinafter referred to as the "Incorporated Documents." (b) The Registration Statement, at the time it became effective complied, and the Prospectus, at the time Registration Statement No. 33-___ became effective complied, and each as of the date hereof comply and as of the Closing Date, as hereinafter defined, will comply, in all material respects with the requirements of the Act, the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under such Acts; the Incorporated Documents, as of their respective dates of filing with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder and any Incorporated Documents filed with the Commission after the date of this Agreement will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment thereto, at the time it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, at the time Registration Statement No. 33-____ became effective, did not, as of the date hereof does not and as of the Closing Date will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties in this Section 2(b) shall not apply to (A) that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act (the "Statements of Eligibility") of the Trustee and the trustee for the First Mortgage Bonds, (B) information contained in the Registration Statement or the Prospectus relating to The -2- Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Representative expressly for use in the Registration Statement or the Prospectus. (c) Arthur Andersen LLP, the accountants who certified certain of the financial statements included or incorporated by reference in the Registration Statement or the Prospectus, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder. (d) The financial statements included or incorporated by reference in the Prospectus present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates and for the respective periods specified and, except as otherwise stated in the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The Company has no material contingent obligation which is not disclosed in the Prospectus. (e) Except as set forth in or expressly contemplated by the Prospectus, no material transaction has been entered into by the Company or any of its subsidiaries otherwise than in the ordinary course of business and no materially adverse change has occurred in the condition, financial or otherwise, of the Company and its subsidiaries taken as a whole, in each case since the respective dates as of which information is given in the Prospectus. (f) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma, is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Arkansas, and is not required to qualify to do business as a foreign corporation in any other jurisdiction, and has the corporate power to own its properties and carry on its business as now being conducted. (g) Enogex Inc. ("Enogex") is a wholly-owned subsidiary of the Company and has six subsidiaries, which are the only "subsidiaries" of the Company as defined under Regulation S-X under the Exchange Act. Enogex and each of its subsidiaries are hereinafter referred to collectively as the "Subsidiaries" and individually as a "Subsidiary." Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and is duly qualified as a foreign corporation in each jurisdiction in which its failure to qualify would have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole and has the corporate power to own its properties and carry on its business as now being conducted; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly -3- issued and is fully paid and non-assessable; and all the capital stock of each Subsidiary (except for 20% of the issued and outstanding capital stock of Centoma Gas Systems, Inc.) is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (h) Neither the Company nor any Subsidiary is in violation of its Certificate of Incorporation, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any mortgage or any material contract, indenture, lease, note or other instrument to which it is a party or by which it may be bound or to which any of its properties or assets is subject, or materially in violation of any law, administrative regulation or administrative, arbitration or court order, except in each case to such extent as may be set forth in the Prospectus; and the execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of, or default under, the Certificate of Incorporation or By-Laws of the Company or any Subsidiary or any mortgage, contract, lease, note or other instrument to which the Company or any Subsidiary is a party or by which it may be bound, or any law, regulation, consent decree or administrative, arbitration or court order. (i) The Corporation Commission of the State of Oklahoma (the "Oklahoma Commission") and the Arkansas Public Service Commission (the "Arkansas Commission") have each duly authorized the issuance and sale of the Notes and the First Mortgage Bonds on terms consistent with this Agreement. No consent of or approval by any other public board or body or administrative agency, federal or state, is necessary to authorize the issuance and sale of the Notes and the First Mortgage Bonds, except that there must be compliance with the securities laws of the states in which the Notes and the First Mortgage Bonds are to be sold. (j) There is no pending or threatened suit or proceeding before any court or governmental agency, authority or body or any arbitration involving the Company or any Subsidiary required to be disclosed in the Prospectus which is not adequately disclosed in the Prospectus and there are no contracts or documents required to be filed as exhibits to the Registration Statement under the 1933 Act and the rules and regulations of the Commission thereunder which have not been so filed. (k) This Agreement has been duly authorized, executed and delivered by the Company. (l) Except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business as presently conducted and as described in the Registration Statement and Prospectus. (m) The Indenture and, if prior to the Release Date, the First Mortgage Indenture (as defined herein) are each in due and proper form, have been duly and validly executed and delivered and are a valid and enforceable instruments in accordance with their -4- terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the extent that general equitable principles may limit the right to obtain the remedy of specific performance of certain of the obligations thereunder. The Purchased Notes are in due and proper form and, when duly executed, authenticated and delivered to the Trustee against the agreed consideration therefor, will be valid and enforceable obligations of the Company in accordance with their terms. The First Mortgage Bonds which are delivered to the Trustee as security for the payment of principal and interest on the Purchased Notes are in due and proper form and, when duly executed, authenticated and delivered to the Trustee in accordance with the terms of the Indenture, will be valid and enforceable obligations of the Company in accordance with their terms, secured by the lien of and entitled to the benefits provided by the First Mortgage Indenture. (n) The Company has good and sufficient title to each of the principal plants and properties purported to be owned by it, subject to the lien of the First Mortgage Indenture, and to permissible encumbrances as therein defined. (o) Except for changes contemplated by the Prospectus, the authorized and outstanding capital stock of the Company is as set forth in the Prospectus. (p) The Company meets the requirements for filing on Form S-3 under the Act. Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. 3. PURCHASE, OFFERING AND DELIVERY -- CLOSING DATE. Subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Notes set forth opposite such Underwriter's name in Schedule II hereto. It is understood that the Underwriters propose to offer the Purchased Notes for sale to the public as set forth in the Prospectus Supplement, as hereinafter defined, relating to the Purchased Notes. The Company will deliver the Purchased Notes to the Representatives for the respective accounts of the Underwriters (in fully registered form issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 3:00 P.M., Oklahoma City Time, on the second full business day preceding the Closing Date, or, if no such direction is received, in the names of the respective Underwriters), at the office specified in Schedule I hereto, against payment of the purchase price thereof by certified or official bank check or checks in New York Clearing House funds or similar next day funds, payable to the order of the Company, at the office specified in said Schedule. The time and date of delivery and closing shall be the time and date specified in -5- Schedule I hereto; provided that such time or date may be accelerated or extended by agreement between the Company and the Representatives. The time and date of such payment and delivery are herein sometimes referred to as the "Closing Date." The Company agrees to make the Purchased Notes available to the Representatives at the office specified in Schedule I hereto for examination on behalf of the Underwriters, not later than 11:00 A.M., Oklahoma City Time, on the business day preceding the Closing Date. It is understood that the Representatives, either jointly or individually, and not as representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters. Any such payment shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder. To the extent that the Purchased Notes are issued prior to the Release Date, the Representatives agree to deposit with the Company within two business days after the date of this Agreement the amount set forth in Schedule I hereto as the Oklahoma Real Estate Mortgage Tax. It is understood that such payment shall not constitute partial or full payment for the Purchased Notes, but shall be applied solely in accordance with Section 4(i) hereof. 4. AGREEMENTS. The Company agrees with the several Underwriters that: (a) Promptly following execution of this Agreement, the Company will cause the Prospectus, including as part thereof a prospectus supplement relating to the Purchased Notes (the "Prospectus Supplement"), to be filed with the Commission pursuant to Rule 424 and/or Rule 434 under the Act and the Company will promptly advise the Representatives when such filing or mailing has been made. Prior to such filing or mailing, the Company will cooperate with the Representatives in the preparation of the Prospectus Supplement to assure that the Representatives have no reasonable objection to the form or content thereof when filed. (b) The Company will promptly advise the Representatives and confirm in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Purchased Notes or the First Mortgage Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus with the Commission unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or -6- supplement to which the Representatives or counsel for the Underwriters reasonably object. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when a prospectus relating to the Purchased Notes or the First Mortgage Bonds is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Exchange Act or the rules and regulations of the Commission under such Acts, the Company promptly will prepare and file with the Commission, subject to paragraph (b) of this Section 4, an amendment or supplement or a filing pursuant to Section 13 or 14 of the Exchange Act which will correct such statement or omission or an amendment which will effect such compliance. (d) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company for the 12-month period beginning after the date of the Prospectus Supplement, as soon as practicable after the end of such 12-month period, which will satisfy the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including Rule 158 under the Act). (e) The Company will furnish without charge to (i) each of the Representatives and counsel for the Underwriters a signed copy of the Registration Statement (but without exhibits incorporated by reference), as originally filed, all amendments thereto filed prior to the Closing Date, all Incorporated Documents (including exhibits, other than exhibits incorporated by reference) and the Statements of Eligibility of the Trustee and the trustee for the First Mortgage Bonds, (ii) each other Underwriter a conformed copy of the Registration Statement (but without exhibits), as originally filed, all amendments thereto (but without exhibits) and all Incorporated Documents (but without exhibits other than the Company's latest annual report to shareowners) and (iii) each Underwriter as many copies of the Prospectus and the Prospectus Supplement and, so long as delivery of a prospectus by an Underwriter or dealer may be required under the Act, any amendments thereof and supplements thereto (but without Incorporated Documents or exhibits), as soon as available and in such quantities as the Representatives may reasonably request. (f) The Company will use its best efforts to arrange for the qualification of the Purchased Notes and the First Mortgage Bonds for sale under the laws of such jurisdictions as the Representatives may designate (provided that the Company shall not be obligated to qualify as a foreign corporation in, or to execute or file any general consent to service of process under the laws of, any jurisdiction), will maintain such qualifications in effect so long as required for the distribution of the Purchased Notes and -7- the First Mortgage Bonds and will arrange for the determination of the legality of the Purchased Notes and the First Mortgage Bonds for purchase by institutional investors. (g) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Purchased Notes and the First Mortgage Bonds to the Underwriters, all fees and expenses of the Company's counsel and accountants, all costs and expenses incident to the preparing, printing and filing of the Registration Statement (including all exhibits thereto), any preliminary prospectus, the Prospectus, the Prospectus Supplement and any amendments thereof or supplements thereto (except the cost of amending or supplementing the Prospectus after ninety days following the Closing Date, which shall be at the expense of the Underwriters requesting same), all costs and expenses (including fees of counsel not exceeding $10,000 and disbursements) incurred in connection with state securities law qualifications, examining the legality of the Purchased Notes and the First Mortgage Bonds for investment and the rating of the Purchased Notes, and all costs and expenses of the printing and distribution of all documents prepared in connection with the issuance and sale of the Purchased Notes and the First Mortgage Bonds. Except as provided in this Section 4(g), Section 7 and Section 8 hereof, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offers they may make. (h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after the Closing Date and which are substantially similar to the Purchased Notes, without the prior written consent of the Representatives; provided that in no event shall the foregoing period extend more than fifteen business days from the date of this Agreement. (i) To the extent the Purchased Notes are issued prior to the Release Date, the Company will use the amount deposited by the Representatives with it pursuant to the last paragraph of Section 3 hereof to the extent necessary to pay for the account of the several Underwriters, in the same proportion as the principal amount of Purchased Notes to be purchased by each of them bears to the total principal amount of the Purchased Notes, any Oklahoma Real Estate Mortgage Tax required to be paid by them on the Purchased Notes and/or the First Mortgage Bonds. Any amount not so applied by the Company before the Closing Date shall be remitted in same day funds by the Company to the Representatives for the account of the several Underwriters on the Closing Date. (j) The Company will apply the proceeds from the Purchased Notes in the manner indicated under the caption "Use of Proceeds" in the Prospectus. -8- 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase and pay for the Purchased Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall then be pending before, or threatened by, the Commission. (b) If the Purchased Notes are issued prior to the Release Date, the Company shall have delivered to the Trustee, as security for the payment of the principal and interest on the Notes, a series of First Mortgage Bonds (the "Bonds") in the same aggregate principal amount and with the same stated rate or rates of interest (or interest calculated in the same manner), payment dates, maturity dates and redemption provisions as the Purchased Notes they secure. The Bonds will be issued by the Company under its Trust Indenture dated February 1, 1945 between the Company and Boatmen's First National Bank of Oklahoma, as successor trustee (the "First Mortgage Trustee") to The First National Bank and Trust Company of Oklahoma City, as heretofore amended and supplemented and as to be further amended and supplemented by a Supplemental Trust Indenture or Supplemental Trust Indentures creating the series in which the First Mortgage Bonds are to be issued. The term "First Mortgage Indenture," as hereinafter used, means such Trust Indenture dated February 1, 1945, as so amended and supplemented. (c) The Company shall have furnished to the Representatives the opinion of Rainey, Ross, Rice & Binns, counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is a legally existing corporation under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Prospectus; (ii) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder, and constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights; (iii) the Purchased Notes and, if prior to the Release Date, the First Mortgage Bonds have been duly and validly authorized by the Company and constitute valid and binding obligations of the Company; -9- (iv) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement or the Prospectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the Act or on the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) the execution and delivery of this Agreement have been duly authorized by the necessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities may be held to be unenforceable as against public policy; (vi) except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Prospectus; (vii) such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; (viii) the Indenture and the Purchased Notes conform in all material respects to the statements concerning them in the Prospectus; (ix) all statements contained in the Registration Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (x) the execution and delivery of this Agreement and the issuance of the Purchased Notes, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Certificate of Incorporation or By-Laws of the Company or any -10- Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or any Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to us to which the Company or any Subsidiary is subject; (xi) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Purchased Notes on terms consistent with this Agreement and, to the best of such counsel's knowledge, such order is still in force and effect; the issuance and sale of the Purchased Notes to the Underwriters are in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the issuance and sale of the Purchased Notes by the Company as contemplated in this Agreement, other than approvals that may be required under Oklahoma state securities laws; and (xii) Each Subsidiary is a legally existing corporation under the laws of the State of Oklahoma, has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Prospectus, and is duly qualified as a foreign corporation in each jurisdiction in which its failure to qualify would have a material adverse effect on the business and operation of the Company and its Subsidiaries taken as a whole. In addition, if the Purchased Notes are to be issued prior to the Release Date and Bonds are being issued to the Trustee to secure the payment of the principal and interest on the Purchased Notes, such opinion will be to the further effect that: (xiii) the First Mortgage Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder, and constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the First Mortgage Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights and except as provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to property acquired or proceeds realized by the Company after the commencement of bankruptcy proceedings with respect to the Company; (xiv) the Bonds have been duly and validly authorized by the Company, and constitute valid and binding obligations of the Company and, with like exception as noted in the foregoing subdivision (xiii), are entitled to the lien of and benefits provided by the First Mortgage Indenture; -11- (xv) The First Mortgage Indenture is in proper form, conforming to the laws of the State of Oklahoma, to give and create the lien which it purports to create and has been and at the Closing Date is duly and properly recorded or filed in all places in Oklahoma necessary to effectuate the lien of the First Mortgage Indenture; (xvi) The Bonds are equally and ratably secured with all other First Mortgage Bonds outstanding under the First Mortgage Indenture by the First Mortgage Indenture subject to the provisions of the First Mortgage Indenture relating to any sinking fund or a similar fund for the benefit of the first mortgage bonds of any particular series. The First Mortgage Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the First Mortgage Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Oklahoma now owned by the Company. The First Mortgage Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the First Mortgage Indenture, on all property, real, personal, and mixed (except as hereinafter noted), hereafter acquired by the Company in Oklahoma in conformity with the terms of the First Mortgage Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the First Mortgage Indenture on property acquired after the commencement of a case under such Code, except as to the prior lien of the First Mortgage Trustee under the First Mortgage Indenture in certain events specified therein and except as otherwise provided in the First Mortgage Indenture in case of consolidation or merger. There are excepted from the lien of the First Mortgage Indenture, as more fully set forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the First Mortgage Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the First Mortgage Indenture, has good and valid title to the real and fixed properties in Oklahoma and franchises from Oklahoma or federal authorities now owned by it; (however, such opinion need not cover titles to rights-of- way or easements for transmission or distribution lines). (d) The Company shall have furnished to the Representatives the opinion of Lawrence Chisenhall, counsel for the -12- Company in the State of Arkansas dated the Closing Date, to the effect that: (i) the Company is duly qualified as a foreign corporation under the laws of the State of Arkansas and has corporate power, right and authority to do business and to own property in the State of Arkansas in the manner and as set forth in the Prospectus; (ii) if prior to the Release Date, the First Mortgage Indenture is in proper form, conforming to the laws of the State of Arkansas, to give and create the lien which it purports to create and has been and at the Closing Date is duly and properly recorded or filed in all places in Arkansas necessary to effectuate the lien of the First Mortgage Indenture; (iii) if prior to the Release Date, the First Mortgage Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the First Mortgage Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Arkansas now owned by the Company. The First Mortgage Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the First Mortgage Indenture, on all property, real, personal, and mixed (except as hereinafter noted) hereafter acquired by the Company in Arkansas in conformity with the terms of the First Mortgage Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the First Mortgage Indenture on property acquired after the commencement of a case under such Code, except as to the prior lien of the First Mortgage Trustee under the First Mortgage Indenture in certain events specified therein and except as otherwise provided in the First Mortgage Indenture in case of consolidation or merger. There are excepted from the lien of the First Mortgage Indenture, as more fully set forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the First Mortgage Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the First Mortgage Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the First Mortgage Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the First Mortgage Indenture, has good and valid title to the real and fixed properties in Arkansas and franchises from Arkansas authorities now owned by -13- it; (however, such opinion need not cover titles to rights-of-way or easements for transmission or distribution lines). (iv) except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Arkansas as presently conducted and as described in the Prospectus; (v) all statements contained in the Registration Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (vi) the Arkansas Commission has duly issued its order authorizing the issuance by the Company of the Purchased Notes on terms consistent with this Agreement and such order is still in force and effect; the issuance and sale of the Purchased Notes to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of the Arkansas Commission or any other Arkansas governmental or regulatory authority is necessary with respect to the issuance and sale of the Purchased Notes by the Company as contemplated in this Agreement, other than approvals that may be required under Arkansas state securities laws; and (vii) he is not handling any litigation relating to the Company except as set forth in a schedule attached to such opinion. (e) The Company shall have furnished to the Representatives the opinion of Gardner, Carton & Douglas, counsel for the Company, dated the Closing Date, covering the matters set forth in subdivisions (i), (ii), (iii), (iv), (v), (vii), (viii), (x), (xiii) and (xiv) of paragraph (c) of this Section 5 and to the further effect that: (i) the Registration Statement has become effective under the Act and, to the best of the knowledge of said counsel, no proceedings for a stop order in respect thereof are pending or threatened under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and the Prospectus (except as to the financial statements and financial or statistical data contained or incorporated by reference therein, with respect to which said counsel need express no opinion) comply as to form, in all material respects, with the requirements of the Act, the Exchange Act and the Trust Indenture Act and the rules and regulations of the Commission under such Acts; and the Incorporated Documents (except as to -14- the financial statements and financial or statistical data contained therein, with respect to which said counsel need express no opinion) as of their respective dates of filing with the Commission complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder; (iii) the Indenture and the First Mortgage Indenture have each been qualified under the Trust Indenture Act as and to the extent required by the provisions of such Act; and (iv) all approvals, authorizations, consents, certificates or orders of any state or Federal commission or regulatory authority that are necessary with respect to the issuance and sale of the Purchased Notes and, if prior to the Release Date, the Bonds by the Company as contemplated in this Agreement have been obtained, other than approvals that may be required under state securities laws. Such opinion may be subject to the reservation that, in giving such opinion, said counsel have relied on the opinion of Rainey, Ross, Rice & Binns as to all matters of Oklahoma law and on the opinion of Lawrence Chisenhall, Esq. as to all matters of Arkansas law (including without limiting the foregoing all opinions as to titles of the Company to its properties, the lien of the First Mortgage Indenture thereon, the validity and sufficiency of franchises and permits, and the validity and sufficiency of the orders described in subdivision (xi) of subsection (c) of this Section 5 and subdivision (vi) of subsection (d) of this Section 5), provided that such opinion shall state that said counsel believes that the Underwriters and they are justified in relying on the opinions of Rainey, Ross, Rice & Binns and of Lawrence Chisenhall, Esq. (f) The Representatives shall have received from Jones, Day, Reavis & Pogue, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters related to the issuance and sale of the Purchased Notes as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (g) At the Closing Date there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, of the Company or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chairman of the Board and President or a Vice President of the Company, dated the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties contained in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date and (iv) no stop order -15- suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to his knowledge, threatened by the Commission. (h) At the date of this Agreement and at the Closing Date the Representatives shall receive from Arthur Andersen LLP a letter (in form and substance satisfactory to them) dated such dates to the effect that they are independent public accountants within the meaning of the Act and the applicable published rules and regulations thereunder and that the answer to Item 10 of Form S-3 is correct insofar as it relates to them, and stating in effect that (i) in their opinion, the financial statements and schedules audited by them and contained in the Incorporated Documents comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the published rules and regulations thereunder; (ii) they have performed limited procedures, not constituting an audit, including a reading of the latest available unaudited interim financial statements of the Company and its Subsidiaries, a reading of all recent minutes of meetings of the Board of Directors, committees of the Board of Directors and shareowners of the Company and its Subsidiaries, inquiries of officials of the Company and its Subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such limited review and procedures, nothing came to their attention which caused them to believe that (a) any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the rules and regulations applicable thereto or are not stated on a basis substantially consistent with that of the audited financial statements of the Company incorporated by reference in the Registration Statement, or (b) as of a specified date not more than five business days prior to the date of delivery of each such letter, there was any decrease in the capital stock or any increase in the consolidated long- term debt of the Company and its subsidiaries, or any decrease in consolidated net assets, as compared with amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement or for the period from the first day of the month next following the date of said balance sheet to a specified date not more than five business days prior to the date of delivery of each such letter there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income and net income, except in all instances for changes which the Prospectus discloses have occurred or may occur or which are described in such letter; (iii) they have carried out specified procedures performed for the purpose of comparing certain specified financial information and percentages (which is limited to financial information derived from general accounting records of the Company) included or incorporated by reference in the Registration Statement with indicated amounts in the financial statements or accounting records of the Company and (excluding any questions of legal interpretation) have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company referred to in such letter in -16- the description of the procedures performed by them and (iv) they have read any unaudited financial statement information and financial ratios set forth in the Prospectus Supplement and have performed specified procedures with respect thereto set forth in such letter, and nothing came to their attention which caused them to believe that such financial information does not agree with the latest available unaudited interim financial statements of the Company and its Subsidiaries or was not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements incorporated by reference in the Registration Statement. If additional unaudited financial information is included in the Prospectus, appropriate statements with respect thereto shall also be set forth in such letter. (i) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change or decrease specified in the letter referred to in paragraph (h) of this Section 5 which makes it impractical or inadvisable in the judgment of the Representatives to proceed with the public offering or delivery of the Purchased Notes as contemplated by the Prospectus. (j) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and documents as the Representatives may reasonably request. In giving the opinions contemplated by paragraphs (c), (d), (e) and (f) of this Section 5, counsel may rely upon certificates of state officials as to the Company's good standing and upon certificates of officers of the Company as to matters of fact relevant to such opinions. In giving such opinions, counsel may assume (i) that the Purchased Notes have been executed on behalf of the Company by the manual or facsimile signatures of the President or a Vice President and the Secretary or an Assistant Secretary of the Company and have been manually authenticated by an authorized official of the Trustee, (ii) that the signatures on all documents examined by them are genuine, and (iii) the adequacy of the written information supplied by the Representatives and the other Underwriters expressly for use in the Registration Statement or the Prospectus. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. 6. CONDITIONS OF COMPANY'S OBLIGATION. The obligation of the Company to deliver the Purchased Notes upon payment therefor shall be subject to the following conditions: On the Closing Date the orders of the Oklahoma Commission and the Arkansas Commission referred to in paragraph (i) of -17- Section 2 hereof shall be in full force and effect substantially in the form in which originally entered; the Indenture and, if prior to the Release Date, the First Mortgage Indenture, shall be qualified under the Trust Indenture Act as and to the extent required by such Act; and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall then be pending before, or threatened by, the Commission. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Company by delivering written notice of termination to the Representatives. Any such termination shall be without liability of any party to any other party except to the extent provided in paragraph (g) of Section 4 and Section 7 hereof. 7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Purchased Notes provided for herein is not consummated because any condition to the obligations of the Underwriters or the Company set forth in Section 5 or Section 6 hereof, respectively, is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel and any amounts deposited by the Representatives with the Company for payment of the Oklahoma Real Estate Mortgage Tax) that shall have been incurred by them in connection with the proposed purchase and sale of the Purchased Notes. 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement -18- or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased any of the Purchased Notes which are the subject thereof if such person did not receive a copy of the Prospectus (or, if the Prospectus shall have been amended or supplemented, the Prospectus as then amended or supplemented), excluding the Incorporated Documents, at or prior to the confirmation of the sale of such Purchased Notes to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as then amended or supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the -19- indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Representatives in the case of subparagraph (a), representing the indemnified parties under subparagraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Any indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent, which consent may not be unreasonably withheld, but if settled with such consent, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) of this Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company on grounds of policy or otherwise, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the Company and one or more of the Underwriters may be subject (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Purchased Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above, but also the relative fault of the Company or the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the underwriting discount received by the Underwriters, in each case as set forth on the -20- cover of the Prospectus Supplement, bear to the aggregate public offering price of the Purchased Notes. The relative fault of the Company and the Underwriters shall be determined by a reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the foregoing provisions of this paragraph (d). Notwithstanding the provisions of this paragraph (d), (x) in no case shall any Underwriter (except as may be provided in any Agreement Among Underwriters) be responsible for any amount in excess of the aggregate underwriting discounts applicable to the Purchased Notes purchased by such Underwriter hereunder and (y) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this paragraph (d) are several (and not joint) in proportion to the respective principal amount of Purchased Notes to be purchased by each of such Underwriters. For purposes of this Section 8, each person who controls an Underwriter within the meaning of the Act shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (x) and (y) of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party from whom contributions may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph (d). 9. DEFAULT BY AN UNDERWRITER. If any one or more of the Underwriters shall fail to purchase and pay for the Purchased Notes agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may find one or more substitute underwriters to purchase such Purchased Notes or make such other arrangements as the Representatives deem advisable or one or more of the nondefaulting Underwriters may agree to purchase such Purchased Notes in such proportions as may be agreed upon by the Representatives, in each case upon the terms set forth in this Agreement. If no such arrangements have been made within 36 hours after the Closing Date, each of the nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amounts of Purchased Notes set -21- forth opposite their names in Schedule II hereto bear to the aggregate amount of Purchased Notes set opposite the names of all the nondefaulting remaining Underwriters) the Purchased Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase, provided that in the event that the aggregate principal amount of Purchased Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Purchased Notes set forth in Schedule II hereto, the nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Notes and if such nondefaulting Underwriters do not purchase all the Purchased Notes, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, except as provided in Section 11 hereof. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine, in order that the required changes in the Registration Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Purchased Notes, if prior to such time (i) there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any loss sustained by the Company or any Subsidiary by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company and the Subsidiaries, taken as a whole regardless of whether or not such loss shall have been insured, or any material adverse change in the earnings, affairs, condition (financial or otherwise) or business prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or additional material governmental restrictions, not in force on the date of this Agreement, have been imposed upon trading in securities generally, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the New York Stock Exchange, by the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared either by federal or New York State authorities, or (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Purchased Notes. 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the -22- Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Purchased Notes. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered in person or transmitted by any form of written telecommunication to them at the address specified in Schedule I hereto, or, if sent to the Company, will be mailed, delivered in person or transmitted by any form of written telecommunication to it, at 101 North Robinson, Oklahoma City, Oklahoma 73101, attention of James R. Hatfield, Treasurer. 13. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. The term "successors and assigns" as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Purchased Notes from any of the Underwriters. 14. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in the subject matter of this Agreement, and the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters. 15. INTERPRETATION WHEN NO REPRESENTATIVES. In the event no Underwriters are named in Schedule II hereto, the term "Underwriters" shall be deemed for all purposes of this Agreement to be the Underwriter or Underwriters named as such in Schedule I hereto, the principal amount of the Purchased Notes to be purchased by any such Underwriter shall be that set opposite its name in Schedule I hereto and all references to the "Representatives" shall be deemed to be the Underwriter or Underwriters named in such Schedule I. 16. COUNTERPARTS. This Agreement may be executed in counterparts all of which, taken together, shall constitute a single agreement among the parties to such counterparts. 17. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma. -23- If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, OKLAHOMA GAS AND ELECTRIC COMPANY By -------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Name(s) of Representatives] By --------------------------- For themselves and the other several Underwriters named in Schedule II hereto. -24- SCHEDULE I Registration Statement No.: 38-32870 33-_____ Representatives: Amount, Purchase Price and Description of Purchased Notes: Aggregate Principal Amount: Purchase Price: ___% of the aggregate principal amount plus accrued interest from Interest Rate: ___% per annum Initial Public Offering Price: ___% of the aggregate principal amount plus accrued interest from Dealer Discount: ___% of the aggregate principal amount Reallowance to Dealers: ___% of the aggregate principal amount Dated date: Maturity: Other Provisions: Time, Date and Place of Delivery and Payment: Time and Date - Place: Delivery - Payment - Oklahoma Real Estate Mortgage Tax: Office for Examination of Purchased Notes: Specified Date pursuant to Section 4(d) of Underwriting Agreement: Address for Notices to Representatives pursuant to Section 12 of Underwriting Agreement: -25- SCHEDULE II Principal Amount Name of Underwriter of Purchased Notes -------------------------------------------------------------------------------- -26- EX-1.02 3 EXHIBIT 1.02 Exhibit 1.02 Oklahoma Gas and Electric Company First Mortgage Bonds UNDERWRITING AGREEMENT ___________, 199_ To the Representatives named in Schedule I hereto of the Under- writers named in Schedule II hereto. Ladies and Gentlemen: 1. INTRODUCTION. Oklahoma Gas and Electric Company, an Oklahoma corporation (the "Company"), proposes to issue and sell from time to time First Mortgage Bonds (the "Bonds"). The Bonds will be issued by the Company under its Trust Indenture dated February 1, 1945 between the Company and Boatmen's First National Bank of Oklahoma, as successor trustee (the "Trustee") to The First National Bank and Trust Company of Oklahoma City, as heretofore amended and supplemented and as to be further amended and supplemented by a Supplemental Trust Indenture or Supplemental Trust Indentures creating the series in which the Bonds are to be issued. The term "Indenture," as hereinafter used, means such Trust Indenture dated February 1, 1945, as so amended and supplemented. The Company proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters", which term, when the context permits, shall also include any substitute underwriter as provided in Section 9 hereof) for whom you are acting as Representative or Representatives (the "Representatives") Bonds in the aggregate principal amount and with the terms specified in Schedule I hereto (the "Purchased Bonds"). 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to, and agrees with, the Underwriters that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") two registration statements on Form S-3 (having the file numbers set forth in Schedule I hereto) relating to $220,000,000 aggregate principal amount of its Bonds, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), and has filed such amendments thereto as may have been required to the date hereof. Such registration statements have been declared effective by the Commission. Such registration statements and the prospectus relating to the sale of the Bonds by the Company constituting a part thereof, including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are collectively referred to herein as the "Registration Statement," and the prospectus relating to the Bonds, including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to the Act or the Exchange Act, is referred to herein as the "Prospectus"; provided that a supplement to the Prospectus relating to an offering of Bonds other than the Purchased Bonds shall be deemed to have supplemented the Prospectus only with respect to the offering of such other Bonds. All documents filed by the Company with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference in the Registration Statement or the Prospectus, as aforesaid, are hereinafter referred to as the "Incorporated Documents." (b) The Registration Statement, at the time it became effective complied, and the Prospectus, at the time Registration Statement No. 33-___ became effective complied, and each as of the date hereof comply and as of the Closing Date, as hereinafter defined, will comply, in all material respects with the requirements of the Act, the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations of the Commission under such Acts; the Incorporated Documents, as of their respective dates of filing with the Commission, complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder and any Incorporated Documents filed with the Commission after the date of this Agreement will, when they are filed with the Commission, comply in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; the Registration Statement and any amendment thereto, at the time it became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus, at the time Registration Statement No. 33-____ became effective did not, as of the date hereof does not and as of the Closing Date will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the representations and warranties in this Section 2(b) shall not apply to (A) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act (the "Statement of Eligibility") of the Trustee, (B) information contained in the Registration or the Prospectus relating to The Depository Trust Company and its book-entry system, or (C) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any -2- Representative expressly for use in the Registration Statement or the Prospectus. (c) Arthur Andersen LLP, the accountants who certified certain of the financial statements included or incorporated by reference in the Registration Statement or the Prospectus, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder. (d) The financial statements included or incorporated by reference in the Prospectus present fairly the financial position, results of operations and cash flows of the Company and its consolidated subsidiaries as at the respective dates and for the respective periods specified and, except as otherwise stated in the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. The Company has no material contingent obligation which is not disclosed in the Prospectus. (e) Except as set forth in or contemplated by the Prospectus, no material transaction has been entered into by the Company or any of its subsidiaries otherwise than in the ordinary course of business and no materially adverse change has occurred in the condition, financial or otherwise, of the Company and its subsidiaries taken as a whole, in each case since the respective dates as of which information is given in the Prospectus. (f) The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma, is qualified to do business as a foreign corporation and is in good standing under the laws of the State of Arkansas, and is not required to qualify to do business as a foreign corporation in any other jurisdiction, and has the corporate power to own its properties and carry on its business as now being conducted. (g) Enogex Inc. ("Enogex") is a wholly-owned subsidiary of the Company and has six subsidiaries, which are the only "subsidiaries" of the Company as defined under Regulation S-X under the Exchange Act. Enogex and each of its subsidiaries are hereinafter referred to collectively as the "Subsidiaries" and individually as a "Subsidiary." Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and is duly qualified as a foreign corporation in each jurisdiction in which its failure to qualify would have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole and has the corporate power to own its properties and carry on its business as now being conducted; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and non-assessable; and all the capital stock of each Subsidiary (except for 20% of the issued and -3- outstanding capital stock of Centoma Gas Systems, Inc.) is owned by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (h) Neither the Company nor any Subsidiary is in violation of its Certificate of Incorporation, or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any mortgage or any material contract, indenture, lease, note or other instrument to which it is a party or by which it may be bound or to which any of its properties or assets is subject, or materially in violation of any law, administrative regulation or administrative, arbitration or court order, except in each case to such extent as may be set forth in the Prospectus; and the execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions herein contemplated will not conflict with or constitute a breach of, or default under, the Certificate of Incorporation or By-Laws of the Company or any Subsidiary or any mortgage, contract, lease, note or other instrument to which the Company or any Subsidiary is a party or by which it may be bound, or any law, regulation, consent decree or administrative, arbitration or court order. (i) The Corporation Commission of the State of Oklahoma (the "Oklahoma Commission") and the Arkansas Public Service Commission (the "Arkansas Commission") have each duly authorized the issuance and sale of the Bonds on terms consistent with this Agreement. No consent of or approval by any other public board or body or administrative agency, federal or state, is necessary to authorize the issuance and sale of the Bonds, except that there must be compliance with the securities laws of the states in which the Bonds are to be sold. (j) There is no pending or threatened suit or proceeding before any court or governmental agency, authority or body or any arbitration involving the Company or any Subsidiary required to be disclosed in the Prospectus which is not adequately disclosed in the Prospectus and there are no contracts or documents required to be filed as exhibits to the Registration Statement under the 1939 Act and the rules and regulations of the Commission thereunder which have not been so filed. (k) This Agreement has been duly authorized, executed and delivered by the Company. (l) Except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business as presently conducted and as described in the Registration Statement and Prospectus. (m) The Indenture is in due and proper form, has been duly and validly executed and delivered and is a valid and enforceable instrument in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, -4- insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and to the extent that general equitable principles may limit the right to obtain the remedy of specific performance of certain of the obligations thereunder. The Purchased Bonds are in due and proper form and, when duly executed, authenticated and delivered to the Trustee against the agreed consideration therefor, will be valid and enforceable obligations of the Company in accordance with their terms, secured by the lien of and, with the exception as just noted, entitled to the benefits provided by the Indenture. (n) The Company has good and sufficient title to each of the principal plants and properties purported to be owned by it, subject to the lien of the Indenture, and to permissible encumbrances as therein defined. (o) Except for changes contemplated by the Prospectus, the authorized and outstanding capital stock of the Company is as set forth in the Prospectus. (p) The Company meets the requirements for filing on Form S-3 under the Act. Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby. 3. PURCHASE, OFFERING AND DELIVERY -- CLOSING DATE. Subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Bonds set forth opposite such Underwriter's name in Schedule II hereto. It is understood that the Underwriters propose to offer the Purchased Bonds for sale to the public as set forth in the Prospectus Supplement, as hereinafter defined, relating to the Purchased Bonds. The Company will deliver the Purchased Bonds to the Representatives for the respective accounts of the Underwriters (in fully registered form issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 3:00 P.M., Oklahoma City Time, on the second full business day preceding the Closing Date, or, if no such direction is received, in the names of the respective Underwriters), at the office specified in Schedule I hereto, against payment of the purchase price thereof by certified or official bank check or checks in New York Clearing House funds or similar next day funds, payable to the order of the Company, at the office specified in said Schedule. The time and date of delivery and closing shall be the time and date specified in Schedule I hereto; provided that such time or date may be accelerated or extended by agreement between the Company and the Representatives. The time and date of such payment and delivery are herein sometimes referred to as the "Closing Date." -5- The Company agrees to make the Purchased Bonds available to the Representatives at the office specified in Schedule I hereto for examination on behalf of the Underwriters, not later than 11:00 A.M., Oklahoma City Time, on the business day preceding the Closing Date. It is understood that the Representatives, either jointly or individually, and not as representatives of the several Underwriters, may (but shall not be obligated to) make payment to the Company on behalf of any Underwriter or Underwriters. Any such payment shall not relieve such Underwriter or Underwriters from any of its or their other obligations hereunder. The Representatives agree to deposit with the Company within two business days after the date of this Agreement the amount set forth in Schedule I hereto as the Oklahoma Real Estate Mortgage Tax. It is understood that such payment shall not constitute partial or full payment for the Purchased Bonds, but shall be applied solely in accordance with Section 4(i) hereof. 4. AGREEMENTS. The Company agrees with the several Underwriters that: (a) Promptly following execution of this Agreement, the Company will cause the Prospectus, including as part thereof a prospectus supplement relating to the Purchased Bonds (the "Prospectus Supplement"), to be filed with the Commission pursuant to Rule 424 and/or Rule 434 under the Act and the Company will promptly advise the Representatives when such filing or mailing has been made. Prior to such filing or mailing, the Company will cooperate with the Representatives in the preparation of the Prospectus Supplement to assure that the Representatives have no reasonable objection to the form or content thereof when filed. (b) The Company will promptly advise the Representatives and confirm in writing (i) when any amendment to the Registration Statement shall have become effective, (ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Purchased Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus with the Commission unless the Company has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which the Representatives or counsel for the Underwriters reasonably object. The Company will use its best efforts to prevent the issuance of any such stop order -6- and, if issued, to obtain as soon as possible the withdrawal thereof. (c) If, at any time when a prospectus relating to the Purchased Bonds is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Registration Statement or the Prospectus to comply with the Act or the Exchange Act or the rules and regulations of the Commission under such Acts, the Company promptly will prepare and file with the Commission, subject to paragraph (b) of this Section 4, an amendment or supplement or a filing pursuant to Section 13 or 14 of the Exchange Act which will correct such statement or omission or an amendment which will effect such compliance. (d) The Company will make generally available to its security holders and to the Representatives a consolidated earnings statement (which need not be audited) of the Company for the 12-month period beginning after the date of the Prospectus Supplement, as soon as practicable after the end of such 12-month period, which will satisfy the provisions of Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including at the option of the Company Rule 158 under the Act). (e) The Company will furnish without charge to (i) each of the Representatives and counsel for the Underwriters a signed copy of the Registration Statement (but without exhibits incorporated by reference), as originally filed, all amendments thereto filed prior to the Closing Date, all Incorporated Documents (including exhibits, other than exhibits incorporated by reference) and the Statements of Eligibility of the Trustee, (ii) each other Underwriter a conformed copy of the Registration Statement (but without exhibits), as originally filed, all amendments thereto (but without exhibits) and all Incorporated Documents (but without exhibits other than the Company's latest annual report to shareowners) and (iii) each Underwriter as many copies of the Prospectus and the Prospectus Supplement and, so long as delivery of a prospectus by an Underwriter or dealer may be required under the Act, any amendments thereof and supplements thereto (but without Incorporated Documents or exhibits), as soon as available and in such quantities as the Representatives may reasonably request. (f) The Company will use its best efforts to arrange for the qualification of the Purchased Bonds for sale under the laws of such jurisdictions as the Representatives may designate (provided that the Company shall not be obligated to qualify as a foreign corporation in, or to execute or file any general consent to service of process under the laws of, any jurisdiction), will maintain such qualifications in effect so long as required for the -7- distribution of the Purchased Bonds and will arrange for the determination of the legality of the Purchased Bonds for purchase by institutional investors. (g) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, the Company will pay all costs and expenses incident to the performance of the obligations of the Company hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Purchased Bonds to the Underwriters, all fees and expenses of the Company's counsel and accountants, all costs and expenses incident to the preparing, printing and filing of the Registration Statement (including all exhibits thereto), any preliminary prospectus, the Prospectus, the Prospectus Supplement and any amendments thereof or supplements thereto (except the cost of amending or supplementing the Prospectus after ninety days following the Closing Date, which shall be at the expense of the Underwriters requesting same), all costs and expenses (including fees of counsel not exceeding $10,000 and disbursements) incurred in connection with state securities law qualifications, examining the legality of the Purchased Bonds for investment and the rating of the Purchased Bonds, and all costs and expenses of the printing and distribution of all documents prepared in connection with the issuance and sale of the Purchased Bonds. Except as provided in this Section 4(g), Section 7 and Section 8 hereof, the Underwriters will pay all their own costs and expenses, including the fees of their counsel and any advertising expenses in connection with any offers they may make. (h) During the period beginning from the date of this Agreement and continuing to the Closing Date, the Company will not offer, sell, contract to sell or otherwise dispose of any debt securities of the Company which mature more than one year after the Closing Date and which are substantially similar to the Purchased Bonds, without the prior written consent of the Representatives; provided that in no event shall the foregoing period extend more than fifteen business days from the date of this Agreement. (i) The Company will use the amount deposited by the Representatives with it pursuant to the last paragraph of Section 3 hereof to the extent necessary to pay for the account of the several Underwriters, in the same proportion as the principal amount of Purchased Bonds to be purchased by each of them bears to the total principal amount of the Purchased Bonds, the Oklahoma Real Estate Mortgage Tax required to be paid by them on the Purchased Bonds. Any amount not so applied by the Company before the Closing Date shall be remitted in same day funds by the Company to the Representatives for the account of the several Underwriters on the Closing Date. (j) The Company will apply the proceeds from the Purchased Bonds in the manner indicated under the caption "Use of Proceeds" in the Prospectus. -8- 5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of the Underwriters to purchase and pay for the Purchased Bonds shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall then be pending before, or threatened by, the Commission. (b) The Company shall have furnished to the Representatives the opinion of Rainey, Ross, Rice & Binns, counsel for the Company, dated the Closing Date, to the effect that: (i) the Company is a legally existing corporation under the laws of the State of Oklahoma and has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Prospectus; (ii) the Indenture has been duly and validly executed and delivered by the Company, which has full power and authority to enter into and perform its obligations thereunder, and constitutes the binding and enforceable agreement of the Company in accordance with its terms, except as enforcement of provisions of the Indenture may be limited by bankruptcy or other applicable laws affecting the enforcement of creditors' rights and except as provisions of the United States Bankruptcy Code may affect the validity of the lien thereof with respect to property acquired or proceeds realized by the Company after the commencement of bankruptcy proceedings with respect to the Company; (iii) the Purchased Bonds have been duly and validly authorized by the Company, and constitute valid and binding obligations of the Company and, with like exception as noted in the foregoing subdivision (ii), are entitled to the lien of and benefits provided by the Indenture; (iv) The Indenture is in proper form, conforming to the laws of the State of Oklahoma, to give and create the lien which it purports to create and has been and at the Closing Date is duly and properly recorded or filed in all places in Oklahoma necessary to effectuate the lien of the Indenture; (v) The Purchased Bonds are equally and ratably secured with all other first mortgage bonds outstanding under the Indenture by the Indenture subject to the provisions of the Indenture relating to any sinking fund or a similar fund for the benefit of the first mortgage bonds of any particular -9- series. The Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Oklahoma now owned by the Company. The Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the Indenture, on all property, real, personal, and mixed (except as hereinafter noted) hereafter acquired by the Company in Oklahoma in conformity with the terms of the Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the Indenture on property acquired after the commencement of a case under such Code, except as to the prior lien of the Trustee under the Indenture in certain events specified therein and except as otherwise provided in the Indenture in case of consolidation or merger. There are excepted from the lien of the Indenture, as more fully set forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the Indenture, has good and valid title to the real and fixed properties in Oklahoma and franchises from Oklahoma or Federal authorities now owned by it; (however, such opinion need not cover titles to rights-of-way or easements for transmission or distribution lines). (vi) while, except as otherwise stated in said opinion, such counsel are not passing upon and do not assume responsibility for and shall not be deemed to have independently verified the accuracy, completeness or fairness of the Registration Statement or the Prospectus, nothing has come to the attention of such counsel that would lead them to believe that the Registration Statement at the time it became effective contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus at the time it was filed pursuant to Rule 424 and/or Rule 434 under the Act or on the Closing Date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the -10- statements therein, in the light of the circumstances under which they were made, not misleading; (vii) the execution and delivery of this Agreement have been duly authorized by the necessary action on the part of the Company and this Agreement constitutes the valid and binding agreement of the Company except to the extent that the provisions for indemnities may be held to be unenforceable as against public policy; (viii) except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Oklahoma as presently conducted and as described in the Prospectus; (ix) such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not described as required, nor of any contracts or documents of a character required to be described in the Registration Statement or Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required; (x) the Indenture and the Purchased Bonds conform in all material respects to the statements concerning them in the Prospectus; (xi) all statements contained in the Registration Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (xii) the execution and delivery of this Agreement and the issuance of the Purchased Bonds, and compliance with the provisions thereof, under the circumstances contemplated hereby and thereby, do not and will not violate the Certificate of Incorporation or By-Laws of the Company or any Subsidiary, or in any material respect conflict with or constitute on the part of the Company or any Subsidiary a breach of or default under any indenture, lease, mortgage, deed of trust, note, agreement or other instrument known to such counsel to which the Company or any Subsidiary is a party or any law, regulation, consent decree or administrative, arbitration or court order known to us to which the Company or any Subsidiary is subject; (xiii) the Oklahoma Commission has duly issued its order authorizing the issuance by the Company of the Purchased -11- Bonds on terms consistent with this Agreement and, to the best of such counsel's knowledge, such order is still in force and effect; the issuance and sale of the Purchased Bonds to the Underwriters are in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of any Oklahoma commission or regulatory authority is necessary with respect to the issuance and sale of the Purchased Bonds by the Company as contemplated in this Agreement, other than approvals that may be required under Oklahoma state securities laws; and (xiv) Each Subsidiary is a legally existing corporation under the laws of the State of Oklahoma, has corporate power, right and authority to do business and to own property in the State of Oklahoma in the manner and as set forth in the Prospectus, and is duly qualified as a foreign corporation in each jurisdiction in which its failure to qualify would have a material adverse effect on the business and operation of the Company and its Subsidiaries taken as a whole. (c) The Company shall have furnished to the Representatives the opinion of Lawrence Chisenhall, counsel for the Company in the state of Arkansas dated the Closing Date, to the effect that: (i) the Company is duly qualified as a foreign corporation under the laws of the State of Arkansas and has corporate power, right and authority to do business and to own property in the State of Arkansas in the manner and as set forth in the Prospectus; (ii) the Indenture is in proper form, conforming to the laws of the State of Arkansas, to give and create the lien which it purports to create and has been and at the Closing Date is duly and properly recorded or filed in all places in Arkansas necessary to effectuate the lien of the Indenture; (iii) the Indenture constitutes a first mortgage lien, subject only to permissible encumbrances, as defined in the Indenture, on all of the property, real, personal, and mixed (except as hereinafter noted), in Arkansas now owned by the Company. The Indenture also constitutes a first mortgage lien, subject to permissible encumbrances as defined in the Indenture, on all property, real, personal, and mixed (except as hereinafter noted) hereafter acquired by the Company in Arkansas in conformity with the terms of the Indenture, except as the United States Bankruptcy Code may affect the validity of the lien of the Indenture on property acquired after the commencement of a case under such Code, except as to the prior lien of the Trustee under the Indenture in certain events specified therein and except as otherwise provided in the Indenture in case of consolidation or merger. There are excepted from the lien of the Indenture, as more fully set -12- forth in the granting clauses thereof, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the Trustee, (2) cash other than such as may be or are required to be deposited from time to time with the Trustee, (3) contracts, claims, bills and accounts receivable, and choses in action other than such as may be or are required to be from time to time assigned to the Trustee, (4) motor vehicles, (5) any oil, gas and other minerals under or on lands owned by the Company, (6) goods, wares and merchandise, equipment and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company, and (7) certain properties specifically described in Schedule B to the Indenture not used or useful in the business of the Company. The Company, except as to permissible encumbrances, as defined in the Indenture, has good and valid title to the real and fixed properties in Arkansas and franchises from Arkansas authorities now owned by it; (however, such opinion need not cover titles to rights-of-way or easements for transmission or distribution lines). (iv) except in localities where the Company has no franchises, which are relatively few and not of large population, and where the failure to have such franchises will not have a material adverse effect on the business or operations of the Company and its Subsidiaries taken as a whole, the Company has sufficient authority under statutory provisions or by grant of franchises or permits by municipalities or counties to conduct its business in Arkansas as presently conducted and as described in the Prospectus; (v) all statements contained in the Registration Statement and Prospectus purporting to set forth the advice or the opinion of such counsel or to be based upon the opinion of such counsel correctly set forth the opinion of such counsel on such respective matters; (vi) the Arkansas Commission has duly issued its order authorizing the issuance by the Company of the Purchased Bonds on terms consistent with this Agreement and, to the best of such counsel's knowledge, such order is still in force and effect; the issuance and sale of the Purchased Bonds to the Underwriters is in conformity with the terms of such order; and no further approval, authorization, consent, certificate or order of the Arkansas Commission or any other Arkansas governmental or regulatory authority is necessary with respect to the issuance and sale of the Purchased Bonds by the Company as contemplated in this Agreement, other than approvals that may be required under Arkansas state securities laws; and -13- (vii) he is not handling any litigation relating to the Company except as set forth in a schedule attached to such opinion. (d) The Company shall have furnished to the Representatives the opinion of Gardner, Carton & Douglas, counsel for the Company, dated the Closing Date, covering the matters set forth in subdivisions (i), (ii), (iii), (vi), (vii), (ix), (x), and (xii) of paragraph (b) of this Section 5 and to the further effect that: (i) the Registration Statement has become effective under the Act and, to the best of the knowledge of said counsel, no proceedings for a stop order in respect thereof are pending or threatened under Section 8(d) or 8(e) of the Act; (ii) the Registration Statement and the Prospectus (except as to the financial statements and financial or statistical data contained or incorporated by reference therein, with respect to which said counsel need express no opinion) comply as to form, in all material respects, with the requirements of the Act, the Exchange Act and the Trust Indenture Act and the rules and regulations of the Commission under such Acts; and the Incorporated Documents (except as to the financial statements and financial or statistical data contained therein, with respect to which said counsel need express no opinion) as of their respective dates of filing with the Commission complied as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder; (iii) the Indenture has been qualified under the Trust Indenture Act as and to the extent required by the provisions of such Act; and (iv) all approvals, authorizations, consents, certificates or orders of any state or Federal commission or regulatory authority that are necessary with respect to the issuance and sale of the Purchased Bonds by the Company as contemplated in this Agreement have been obtained, other than approvals that may be required under state securities laws. Such opinion may be subject to the reservation that, in giving such opinion, said counsel have relied on the opinion of Rainey, Ross, Rice & Binns as to all matters of Oklahoma law and on the opinion of Lawrence Chisenhall, Esq. as to all matters of Arkansas law (including without limiting the foregoing all opinions as to titles of the Company to its properties, the lien of the Indenture thereon, the validity and sufficiency of franchises and permits, and the validity and sufficiency of the orders described in subdivision (xiii) of subsection (b) of this Section 5 and subdivision (vi) of subsection (c) of this Section 5), provided that such opinion shall state that said counsel believes that the -14- Underwriters and they are justified in relying on the opinions of Rainey, Ross, Rice & Binns and of Lawrence Chisenhall, Esq. (e) The Representatives shall have received from Jones, Day, Reavis & Pogue, counsel for the Underwriters, such opinion or opinions, dated the Closin g Date, with respect to such matters related to the issuance and sale of the Purchased Bonds as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (f) At the Closing Date there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, of the Company or in the earnings, affairs or business prospects of the Company, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chairman of the Board and President or a Vice President of the Company, dated the Closing Date, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties contained in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Date and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or, to his knowledge, threatened by the Commission. (g) At the date of this Agreement and at the Closing Date the Representatives shall receive from Arthur Andersen LLP a letter (in form and substance satisfactory to them) dated such dates to the effect that they are independent public accountants within the meaning of the Act and the applicable published rules and regulations thereunder and that the answer to Item 10 of Form S-3 is correct insofar as it relates to them, and stating in effect that (i) in their opinion, the financial statements and schedules audited by them and contained in the Incorporated Documents comply as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the published rules and regulations thereunder; (ii) they have performed limited procedures, not constituting an audit, including a reading of the latest available unaudited interim financial statements of the Company and its subsidiaries, a reading of all recent minutes of meetings of the Board of Directors, committees of the Board of Directors and shareowners of the Company and its Subsidiaries, inquiries of officials of the Company and its Subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, and on the basis of such limited review and procedures, nothing came to their attention which caused them to believe that (a) any unaudited financial statements of the Company included or incorporated by reference in the Registration Statement or Prospectus do not comply -15- as to form in all material respects with the applicable accounting requirements of the Act, the Exchange Act and the rules and regulations applicable thereto or are not stated on a basis substantially consistent with that of the audited financial statements of the Company incorporated by reference in the Registration Statement, or (b) as of a specified date not more than five business days prior to the date of delivery of each such letter, there was any decrease in the capital stock or any increase in the consolidated long-term debt of the Company and its subsidiaries, or any decrease in consolidated net assets, as compared with amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement or for the period from the first day of the month next following the date of said balance sheet to a specified date not more than five business days prior to the date of delivery of each such letter there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues, operating income and net income, except in all instances for changes which the Prospectus discloses have occurred or may occur or which are described in such letter; (iii) they have carried out specified procedures performed for the purpose of comparing certain specified financial information and percentages (which is limited to financial information derived from general accounting records of the Company) included or incorporated by reference in the Registration Statement with indicated amounts in the financial statements or accounting records of the Company and (excluding any questions of legal interpretation) have found such information and percentages to be in agreement with the relevant accounting and financial information of the Company referred to in such letter in the description of the procedures performed by them and (iv) they have read any unaudited financial statement information and financial ratios set forth in the Prospectus Supplement and have performed specified procedures with respect thereto set forth in such letter, and nothing came to their attention which caused them to believe that such financial information does not agree with the latest available unaudited interim financial statements of the Company and its Subsidiaries or was not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements incorporated by reference in the Registration Statement. If additional unaudited financial information is included in the Prospectus, appropriate statements with respect thereto shall also be set forth in such letter. (h) Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any change or decrease specified in the letter referred to in paragraph (g) of this Section 5 which makes it impractical or inadvisable in the judgment of the Representatives to proceed with the public offering or delivery of the Purchased Bonds as contemplated by the Prospectus. (i) Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, -16- certificates and documents as the Representatives may reasonably request. In giving the opinions contemplated by paragraphs (b), (c) (d) and (e) of this Section 5, counsel may rely upon certificates of state officials as to the Company's good standing and upon certificates of officers of the Company as to matters of fact relevant to such opinions. In giving such opinions, counsel may assume (i) that the Purchased Bonds have been executed on behalf of the Company by the manual or facsimile signatures of the President or a Vice President and the Secretary or an Assistant Secretary of the Company and have been manually authenticated by an authorized official of the Trustee, (ii) that the signatures on all documents examined by them are genuine, and (iii) the adequacy of the written information supplied by the Representatives and the other Underwriters expressly for use in the Registration Statement or the Prospectus. If any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions or certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Representatives and their counsel, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. 6. CONDITIONS OF COMPANY'S OBLIGATION. The obligation of the Company to deliver the Purchased Bonds upon payment therefor shall be subject to the following conditions: On the Closing Date the orders of the Oklahoma Commission and the Arkansas Commission referred to in paragraph (i) of Section 2 hereof shall be in full force and effect substantially in the form in which originally entered; the Indenture shall be qualified under the Trust Indenture Act as and to the extent required by such Act; and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall then be pending before, or threatened by, the Commission. In case any of the conditions specified above in this Section 6 shall not have been fulfilled, this Agreement may be terminated by the Company by delivering written notice of termination to the Representatives. Any such termination shall be without liability of any party to any other party except to the extent provided in paragraph (g) of Section 4 and Section 7 hereof. 7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Purchased Bonds provided for herein is not consummated because any condition to the obligations of the Underwriters or the Company set forth in Section 5 or Section 6 hereof, respectively, is not satisfied or because of any refusal, inability or failure on the -17- part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel and any amounts deposited by the Representatives with the Company for payment of the Oklahoma Real Estate Mortgage Tax) that shall have been incurred by them in connection with the proposed purchase and sale of the Purchased Bonds. 8. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several (including any investigation, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, or in any preliminary prospectus or the Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided that (i) the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use in connection with the preparation thereof and (ii) such indemnity with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) from whom the person asserting any such loss, claim, damage or liability purchased any of the Purchased Bonds which are the subject thereof if such person did not receive a copy of the Prospectus (or, if the Prospectus shall have been amended or supplemented, the Prospectus as then amended or supplemented), excluding the Incorporated Documents, at or prior to the confirmation of the sale of such Purchased Bonds to such person in any case where such delivery is required by the Act and the untrue statement or omission of a material fact contained in such preliminary prospectus was corrected in the Prospectus (or the Prospectus as then amended or -18- supplemented). This indemnity agreement will be in addition to any liability which the Company may otherwise have. (b) Each Underwriter severally agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for use in the preparation of the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition to any liability which any Underwriter may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 8. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel satisfactory to such indemnified party; provided that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel, approved by the Representatives in the case of subparagraph (a), representing the indemnified parties under subparagraph (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel satisfactory to -19- the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). Any indemnifying party shall not be liable for any settlement of any action or claim effected without its written consent, which consent may not be unreasonably withheld, but if settled with such consent, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in paragraph (a) of this Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company on grounds of policy or otherwise, the Company and the Underwriters shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) to which the Company and one or more of the Underwriters may be subject (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Purchased Bonds or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above, but also the relative fault of the Company or the Underwriters in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the Company and the underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus Supplement, bear to the aggregate public offering price of the Purchased Bonds. The relative fault of the Company and the Underwriters shall be determined by a reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by the Company or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this paragraph (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any -20- other method of allocation which does not take account of the equitable considerations referred to in the foregoing provisions of this paragraph (d). Notwithstanding the provisions of this paragraph (d), (x) in no case shall any Underwriter (except as may be provided in any Agreement Among Underwriters) be responsible for any amount in excess of the aggregate underwriting discounts applicable to the Purchased Bonds purchased by such Underwriter hereunder and (y) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this paragraph (d) are several (and not joint) in proportion to the respective principal amount of Purchased Bonds to be purchased by each of such Underwriters. For purposes of this Section 8, each person who controls an Underwriter within the meaning of the Act shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses (x) and (y) of this paragraph (d). Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this paragraph (d), notify such party from whom contributions may be sought, but the omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than under this paragraph (d). 9. DEFAULT BY AN UNDERWRITER. If any one or more of the Underwriters shall fail to purchase and pay for the Purchased Bonds agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the Representatives may find one or more substitute underwriters to purchase such Purchased Bonds or make such other arrangements as the Representatives deem advisable or one or more of the nondefaulting Underwriters may agree to purchase such Purchased Bonds in such proportions as may be agreed upon by the Representatives, in each case upon the terms set forth in this Agreement. If no such arrangements have been made within 36 hours after the Closing Date, each of the nondefaulting Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amounts of Purchased Bonds set forth opposite their names in Schedule II hereto bear to the aggregate amount of Purchased Bonds set opposite the names of all the nondefaulting remaining Underwriters) the Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase, provided that in the event that the aggregate principal amount of Purchased Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Purchased Bonds set forth in -21- Schedule II hereto, the nondefaulting Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Purchased Bonds and if such nondefaulting Underwriters do not purchase all the Purchased Bonds, this Agreement will terminate without liability to any nondefaulting Underwriter or the Company, except as provided in Section 11 hereof. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine, in order that the required changes in the Registration Statement and the Prospectus Supplement or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder. 10. TERMINATION. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by notice given to the Company prior to delivery of and payment for the Purchased Bonds, if prior to such time (i) there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any loss sustained by the Company or any Subsidiary by strike, fire, flood, accident or other calamity of such character as to interfere materially with the conduct of the business and operations of the Company and the Subsidiaries, taken as a whole regardless of whether or not such loss shall have been insured, or any material adverse change in the earnings, affairs, condition (financial or otherwise) or business prospects of the Company and its Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) trading in securities generally on the New York Stock Exchange shall have been suspended or limited or additional material governmental restrictions, not in force on the date of this Agreement, have been imposed upon trading in securities generally, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the New York Stock Exchange, by the New York Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction, (iii) a banking moratorium shall have been declared either by federal or New York State authorities, or (iv) there shall have occurred any outbreak or material escalation of hostilities or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Representatives, impracticable or inadvisable to market the Purchased Bonds. 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and -22- payment for the Purchased Bonds. The provisions of Sections 7 and 8 hereof shall survive the termination or cancellation of this Agreement. 12. NOTICES. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives, will be mailed, delivered in person or transmitted by any form of written telecommunication to them at the address specified in Schedule I hereto, or, if sent to the Company, will be mailed, delivered in person or transmitted by any form of written telecommunication to it, at 101 North Robinson, Oklahoma City, Oklahoma 73101, attention of James R. Hatfield, Treasurer. 13. SUCCESSORS. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof, and no other person will have any right or obligation hereunder. The term "successors and assigns" as used in this Agreement shall not include any purchaser, as such purchaser, of any of the Purchased Bonds from any of the Underwriters. 14. REPRESENTATION OF THE UNDERWRITERS. The Representatives represent and warrant to the Company that they are authorized to act as the representatives of the Underwriters in the subject matter of this Agreement, and the Representatives' execution and delivery of this Agreement and any action under this Agreement taken by such Representatives will be binding upon all Underwriters. 15. INTERPRETATION WHEN NO REPRESENTATIVES. In the event no Underwriters are named in Schedule II hereto, the term "Underwriters" shall be deemed for all purposes of this Agreement to be the Underwriter or Underwriters named as such in Schedule I hereto, the principal amount of the Purchased Bonds to be purchased by any such Underwriter shall be that set opposite its name in Schedule I hereto and all references to the "Representatives" shall be deemed to be the Underwriter or Underwriters named in such Schedule I. 16. COUNTERPARTS. This Agreement may be executed in counterparts all of which, taken together, shall constitute a single agreement among the parties to such counterparts. 17. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma. -23- If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, OKLAHOMA GAS AND ELECTRIC COMPANY By -------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Name(s) of Representatives] By --------------------------- For themselves and the other several Underwriters named in Schedule II hereto. -24- SCHEDULE I Registration Statement No.: 33-32870 33-_____ Representatives: Amount, Purchase Price and Description of Purchased Bonds: Aggregate Principal Amount: Purchase Price: ___% of the aggregate principal amount plus accrued interest from Interest Rate: ___% per annum Initial Public Offering Price: ___% of the aggregate principal amount plus accrued interest from Dealer Discount: ___% of the aggregate principal amount Reallowance to Dealers: ___% of the aggregate principal amount Dated date: Maturity: Other Provisions: Time, Date and Place of Delivery and Payment: Time and Date - Place: Delivery - Payment - Oklahoma Real Estate Mortgage Tax: Office for Examination of Purchased Bonds: Specified Date pursuant to Section 4(d) of Underwriting Agreement: Address for Notices to Representatives pursuant to Section 12 of Underwriting Agreement: SCHEDULE II Principal Amount Name of Underwriter of Purchased Bonds ---------------------------------------------------------------------------- EX-4.28 4 EXHIBIT 4.28 ---------------------------------------------------------------------- ---------------------------------------------------------------------- FORM OF SUPPLEMENTAL TRUST INDENTURE FROM ---- OKLAHOMA GAS AND ELECTRIC COMPANY TO BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA TRUSTEE --------- DATED --------- SUPPLEMENTAL TO TRUST INDENTURE DATED FEBRUARY 1, 1945 ---------------------------------------------------------------------- ---------------------------------------------------------------------- TABLE OF CONTENTS -------------- PAGE Parties................................................................... 1 Recitals.................................................................. 1 Form of Bond of Series due ............................. 2 Form of Trustee's Certificate............................................. 5 Further Recitals.......................................................... 5 ARTICLE I. SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE SECTION 1.01 -- Grant of certain property, including personal property to comply with the Uniform Commercial Code, subject to permissible encumbrances and other exceptions contained in Original Indenture.......... 6 ARTICLE II. FORM AND EXECUTION OF BONDS OF SERIES DUE SECTION 2.01 -- Terms of bonds of Series due ..... 7 SECTION 2.02 -- Redemption premiums of bonds of Series due ................................. 8 SECTION 2.03 -- Interchangeability of bonds of Series due ................................. 9 SECTION 2.04 -- Charges for exchange or transfer of bonds........... 9 ARTICLE III. APPOINTMENT OF AUTHENTICATING AGENT SECTION 3.01 -- Appointment of agent or agents for bonds of Series due .............................. 9 SECTION 3.02 -- (a) Qualification of agents............................. 9 (b) Continuation of agent upon merger or consolidation....................................... 9 (c) Termination of successor agent...................... 9 (d) Compensation of agent............................... 10 SECTION 3.03 -- Form of alternate certificate of authentication..... 10 SECTION 3.04 -- Limit on location and number of agents.............. 10 I ARTICLE IV. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE PAGE SECTION 4.01 -- Names and addresses of debtor and secured party..... 10 SECTION 4.02 -- Property subject to lien............................ 10 SECTION 4.03 -- Maturity dates and principal amounts of obligations secured............................................. 11 SECTION 4.04 -- Financing Statement adopted for all First Mortgage Bonds listed in Section 4.03........................ 11 SECTION 4.05 -- Recording data for Original Indenture and prior Supplemental Indentures............................. 11 SECTION 4.06 -- Financing Statement covers additional series of First Mortgage Bonds................................ 12 ARTICLE V. MISCELLANEOUS SECTION 5.01 -- Recitals of fact, except as stated, are statements of the Company...................................... 12 SECTION 5.02 -- Supplemental Trust Indenture to be construed as a part of the Original Indenture...................... 12 SECTION 5.03 -- (a) Trust Indenture Act to control...................... 12 (b) Severability of provisions contained in Supplemental Trust Indenture and bonds........................... 12 SECTION 5.04 -- Word "Indenture" as used herein includes in its meaning the Original Indenture and all indentures supplemental thereto................................ 12 SECTION 5.05 -- References to either party in Supplemental Trust Indenture include successors or assigns............. 12 SECTION 5.06 -- (a) Provision for execution in counterparts............. 12 (b) Table of Contents and descriptive headings of Articles not to affect meaning...................... 12 SCHEDULE A................................................................ A-1 II SUPPLEMENTAL TRUST INDENTURE, made as of the day of 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 Boatmen's First National Bank of Oklahoma, a national banking association duly organized and existing under the National Banking Laws of the United States of America, having its principal office in the City of Oklahoma City, in the State of Oklahoma, 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, Boatmen's First National Bank of Oklahoma has succeeded The First National Bank and Trust Company of Oklahoma City as Trustee under the Original Indenture, as supplemented; and WHEREAS, Section 2.01 of the Original Indenture provides that bonds may be issued thereunder in one or more series, each series to have such distinctive designation as the Board of Directors of the Company may select for such series; 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 January 1, 1968....................... Series due January 1, 1998 January 1, 1969....................... Series due January 1, 1999 January 1, 1970....................... Series due January 1, 2000 January 1, 1972....................... Series due January 1, 2002 January 1, 1974....................... Series due January 1, 2004 January 1, 1975....................... Series due January 1, 2005 January 1, 1976....................... Series due January 1, 2006 January 1, 1977....................... Series due January 1, 2007 November 1, 1977...................... Series due November 1, 2007 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 March 1, 1987......................... Pollution Control Series C November 15, 1990..................... Series due December 1, 2020; and
WHEREAS, the Company has heretofore executed and delivered to the Trustee a Supplemental Trust Indenture, dated September 14, 1976, setting forth duly adopted modifications and alterations to the Original Indenture and all Supplemental Trust Indentures thereto; and WHEREAS, the Company is desirous of providing for the issuance under the Indenture of a new series of bonds designated "First Mortgage Bonds, Series due ," the bonds of said series to be issued as registered bonds without coupons of the denominations of $1,000, and any multiple, or multiples of $1,000 that the Company may execute and deliver, and the bonds of said series are to be substantially in the form and of the tenor following (with the redemption prices inserted therein in conformity with the provisions of Section 2.02 hereof), to-wit: (Form of Bond of Series due ) OKLAHOMA GAS AND ELECTRIC COMPANY (Incorporated under the laws of Oklahoma) First Mortgage Bonds Series due No. $ OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation organized under the laws of the Territory of Oklahoma and existing under and by virtue of the laws of the State of Oklahoma (hereinafter called the Company), for value received, hereby promises to pay to or registered assigns, at the office of Boatmen's First National Bank of Oklahoma, at Oklahoma City, Oklahoma, or, at the option of the registered holder, at the agency of the Company in Chicago, Illinois, or at the agency of the 2 Company in the Borough of Manhattan, City and State of New York, the sum of Dollars in lawful money of the United States of America, on the day of , and to pay interest hereon from the date hereof at the rate of per cent per annum, in like money, until the principal hereof becomes due and payable, said interest being payable at the option of the person entitled to such interest either at the office of Boatmen's First National Bank of Oklahoma, at Oklahoma City, Oklahoma, or at the agency of the Company in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, on the day of and on the day of in each year; provided that, as long as there is no existing default in the payment of interest and except for the payment of defaulted interest, the interest payable on any or will be paid to the person in whose name this bond was registered at the close of business on the record date (the prior to such or the prior to such unless any such date is not a business day, in which event it will be the next preceding business day). This bond is one of a duly authorized issue of bonds of the Company, known as its First Mortgage Bonds, of the series and designation indicated on the face hereof, which issue of bonds consists, or may consist, of several series of varying denominations, dates and tenors, all issued and to be issued under and equally secured (except insofar as a sinking fund, or similar fund, established in accordance with the provisions of the Indenture may afford additional security for the bonds of any specific series) by a Trust Indenture dated February 1, 1945, and Supplemental Trust Indentures thereto, dated December 1, 1948, June 1, 1949, May 1, 1950, March 1, 1952, June 1, 1955, January 1, 1957, June 1, 1958, March 1, 1963, March 1, 1965, January 1, 1967, January 1, 1968, January 1, 1969, January 1, 1970, January 1, 1972, January 1, 1974, January 1, 1975, January 1, 1976, September 14, 1976, January 1, 1977, November 1, 1977, December 1, 1977, February 1, 1980, April 15, 1982, August 15, 1986, March 1, 1987, November 15, 1990, December 9, 1991 and (all of which instruments are herein collectively called the Indenture), between the Company and Boatmen's First National Bank of Oklahoma (herein called the Trustee), as successor trustee to The First National Bank and Trust Company of Oklahoma City, to which Indenture reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds as to such security, and the terms and conditions upon which the bonds may be issued under the Indenture and are secured. The principal hereof may be declared or may become due on the conditions, in the manner and at the time set forth in the Indenture, upon the happening of a completed default as in the Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and/or of the holders of the bonds, and/or the terms and provisions of the Indenture and/or of any instruments supplemental thereto, may be modified or altered by affirmative vote of the holders of at least 70% in principal amount of the bonds then outstanding under the Indenture and any instruments supplemental thereto (excluding bonds disqualified from voting by reason of the interest of the Company or of certain related persons therein as provided in the Indenture); provided that no such modification or alteration shall permit the extension of the maturity of the principal of this bond or the reduction in the rate of interest hereon or any other modification in the terms of payment of such principal or interest or the taking of certain other action as more fully set forth in the Indenture, without the consent of the holder hereof. The Company and the Trustee may deem and treat the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of or on account of the principal hereof and interest hereon and for all other purposes, and shall not be affected by any notice to the contrary. At the option of the Company, and upon not less than 30 days' previous notice in the manner and with the effect provided in the Indenture, any or all of the bonds of this Series due may be redeemed, other than for the Sinking Fund provided for bonds of that series, by the Company on any date by the payment of principal, the accrued interest to the date of redemption and the applicable premium on the principal amount specified in the tabulation below under the heading 3 "Regular Redemption Premium," provided, however, that prior to , none of the bonds of the Series due is redeemable (except through the Sinking Fund); and this bond is entitled to the benefits of and subject to call for redemption for the Sinking Fund on February 1 of each year beginning in , upon like notice and in the manner and with the effect provided in the Indenture, by the payment of principal and the accrued interest to the date of redemption: If Redeemed During Regular the Twelve Month Redemption Period Beginning Premium -------------------------------------------------------------------------------- (REDEMPTION PREMIUMS ARE TO BE INSERTED IN EACH BOND IN CONFORMITY WITH SECTION 2.02 OF THIS SUPPLEMENTAL TRUST INDENTURE) This bond is transferable as prescribed in the Indenture by the registered owner hereof in person, or by his duty authorized attorney, at the office of the Trustee at Oklahoma City, Oklahoma, or at the option of the owner at the agency of the Company in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, upon surrender and cancellation of this bond, and thereupon a new bond or bonds of the same series and of a like aggregate principal amount will be issued to the transferee in exchange therefor as provided in the Indenture, upon payment of taxes or other governmental charges, if any, that may be imposed in relation thereto. Bonds of this series are interchangeable as to denominations in the manner and upon the conditions prescribed in the Indenture. No charge shall be made by the Company for any exchange or transfer of bonds of the Series due , other than for taxes or other governmental charges, if any, that may be imposed in relation thereto. No recourse shall be had for the payment of principal of, premium, if any, or interest on this bond, or any part thereof, or of any claim based hereon or in respect hereof or of the Indenture, against any incorporator, or any past, present or future stockholder, officer or director of the Company or of any predecessor or successor corporation, either directly or through the Company, or through any such predecessor or successor corporation, or through any receiver or a trustee in bankruptcy, whether by virtue of any constitution, statute, or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released, as more fully provided in the Indenture. This bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been signed by or on behalf of Boatmen's First National Bank of Oklahoma, as Trustee under the Indenture, or its successor thereunder. 4 IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this instrument to be signed in its name by its President or a Vice President or with the facsimile signature of its President, and its corporate seal, or a facsimile thereof, to be hereto affixed and attested by its Secretary or an Assistant Secretary or with the facsimile signature of its Secretary. Dated: OKLAHOMA GAS AND ELECTRIC COMPANY, By ---------------------------------------- ATTEST: PRESIDENT ----------------------------- SECRETARY (Form of Trustee's Certificate) This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA By ---------------------------------------- AUTHORIZED SIGNATURE and WHEREAS, the Company is desirous of assigning, conveying, mortgaging, pledging, transferring and setting over unto the Trustee and to its respective successors in trust, additional property acquired by it subsequent to the date of the preparation of the Supplemental Trust Indenture dated November 15, 1990, and WHEREAS, Sections 4.01 and 20.03 of the Original Indenture provide in substance that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of creating and setting forth the particulars of any new series of bonds and of providing the terms and conditions of the issue of the bonds of any series not expressly provided for in the Original Indenture and of assigning, conveying, mortgaging, pledging and transferring unto the Trustee additional property of the Company, and for any other purpose not inconsistent with the terms of the Original Indenture; and 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: 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 Boatmen's First National Bank of Oklahoma, as Trustee, and its successors in the trust under the Indenture for the benefit of those who hold or shall hold the bonds and coupons, or any of them, issued or to be issued thereunder, as follows: 5 ARTICLE I. SPECIFIC SUBJECTION OF PROPERTY TO THE LIEN OF THE ORIGINAL INDENTURE SECTION 1.01. The Company in order to better secure the payment, both of the principal and interest, of all bonds of the Company at any time outstanding under the Indenture, according to their tenor and effect, and the performance of and compliance with the covenants and conditions in the Indenture contained, has granted, bargained, sold, warranted, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, warrant, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Boatmen's First National Bank of Oklahoma, as Trustee and to its respective successors in said trust forever, subject to the rights reserved by the Company in and by the provisions of the Indenture, all of the property described and mentioned or enumerated in a schedule hereto annexed and marked Schedule A, reference to said schedule being hereby made with the same force and effect as if the same were incorporated herein at length; together with all and singular the tenements, hereditaments and appurtenances belonging or in anywise appertaining to the aforesaid property or any part thereof with the reversion and reversions, remainder and remainders, tolls, rents and revenues, issues, income, product and profits thereof; Also, in order to subject the personal property and chattels of the Company to the lien of the Indenture and to conform with the provisions of the Uniform Commercial Code of the State of Arkansas, all power houses, substations, electric generating plants, including buildings and other structures, transmission and distribution systems, generating apparatus, machinery, engines, boilers, tanks, dynamos, electric machines, regulators, meters, transformers, generators, motors, conduits, cables, wires, poles, crossarms, insulators, switches, capacitors, arrestors, and electrical and mechanical appliances and apparatus; office, shop, garage and other general buildings and structures, furniture and fixtures; and all municipal and other franchises and all leaseholds, licenses, permits, and privileges; all as now owned or hereafter acquired by the Company pursuant to the provisions of the Original Indenture; and All the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and every part and parcel thereof; Excluding, however, (1) all shares of stock, bonds, notes, evidences of indebtedness and other securities other than such as may be or are required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture; (2) cash other than such as may be or is required to be deposited from time to time with the Trustee in accordance with the provisions of the Indenture; (3) contracts, claims, bills and accounts receivable and choses in action other than such as may be or are required to be from time to time assigned to the Trustee in accordance with the provisions of the Indenture; (4) motor vehicles; (5) any oil, gas and other minerals under or on lands owned by the Company; (6) any stock of goods, wares and merchandise, equipment, and supplies acquired for the purpose of sale or resale in the usual course of business or for the purpose of consumption in the operation, construction or repair of any of the properties of the Company; and (7) the properties described in Schedule B annexed to the Original Indenture. To have and to hold all property, real, personal and mixed, mortgaged, pledged or conveyed by the Company, or intended so to be, unto the Trustee and its successors and assigns forever, subject, however, to permissible encumbrances as defined in Section 1.09 of the Original Indenture and to the further reservations, covenants, conditions, uses and trusts set forth in the Indenture; in trust nevertheless for the same purposes and upon the same conditions as are set forth in the Indenture. 6 ARTICLE II. FORM AND EXECUTION OF BONDS OF SERIES DUE SECTION 2.01. There is hereby created for issuance under the Indenture a series of bonds designated Series due , each of which shall bear the descriptive title "First Mortgage Bond, Series due " and the form thereof shall contain suitable provisions with respect to the matters hereafter specified in this Section. The bonds of said series shall be substantially of the tenor and purport hereinbefore recited. The bonds of said series shall mature , and shall be issued as registered bonds without coupons in denominations of $1,000, and any multiple of $1,000. The bonds of said series shall bear interest at the rate of % per annum payable semi-annually on and of each year, and the principal shall be payable at the office of the Trustee at Oklahoma City, Oklahoma, or at the option of the registered holder at the agency of the Company in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, in lawful money of the United States of America, and the interest shall be payable in like money at the option of the person entitled to such interest either at said office of the Trustee at Oklahoma City, Oklahoma, or at the agency of the Company in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York. Bonds of the Series due shall be dated as of the interest payment date next preceding the authentication thereof by the Trustee except that (i) if any bond shall be authenticated before , it shall be dated as of unless (iii) below is applicable, (ii) if the Company shall at the time of the authentication of a bond of the Series due be in default in the payment of interest upon the bonds of the Series due , such bonds shall be dated as of the date of the beginning of the period for which such interest is so in default, and (iii) as long as there is no existing default in the payment of interest on the bonds of the Series due , if any bond of the Series due shall be authenticated after the close of business on any Record Date but on or prior to the interest payment date relating to such Record Date, it shall be dated as of such interest payment date. As long as there is no existing default in the payment of interest on the bonds of the Series due , the person in whose name any bond of the Series due is registered at the close of business on any Record Date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding any transfer or exchange of such bond of the Series due subsequent to the Record Date and on or prior to such interest payment date, except as and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such bond of the Series due 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 the registered holder of any bond of the Series due , not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the bonds of the Series due may be listed, and upon such notice as may be required by such exchange. The term "Record Date" as used herein with respect to any interest payment date ( or ) shall mean the prior to such or prior to such unless such or shall not be a business day, in which event Record Date shall mean the next preceding business day. The term "business day" as used herein shall mean any day other than a Saturday or a Sunday or a day on which the offices of the Trustee in the City of Oklahoma City, Oklahoma, are closed pursuant to authorization of law. As used in this Section 2.01, the term "default in the payment of interest" means failure to pay interest on the applicable interest payment date disregarding any period of grace permitted by the Indenture. 7 The "Special Record Date" as used herein shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each bond of the Series due , and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the persons entitled to such defaulted interest as provided in this Section 2.01. Thereupon the Trustee shall fix a Special Record Date for the payment of such defaulted interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such defaulted interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each holder of the bonds of the Series due , at his address as it appears in the bond register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such defaulted interest and the Special Record Date therefor having been mailed as aforesaid, such defaulted interest shall be paid to the persons in whose names the bonds of the Series due , are registered on such Special Record Date and shall not be payable pursuant to the paragraph immediately following in this Section 2.01. The Company may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the bonds of the Series due may be listed, and upon such notice as may be required by such exchange, if, after notice is given by the Company to the Trustee of the proposed payment pursuant to this Section 2.01, such payment shall be deemed practicable by the Trustee. SECTION 2.02. The bonds of the Series due , shall be redeemable, other than for the Sinking Fund for bonds of that series provided for in Article XII of the Original Indenture, at the option of the Company as a whole or in part on any date upon not less than 30 days' previous notice to be given in the manner and with the effect provided in Section 10.02 and Section 20.19 of the Original Indenture (as modified by the Supplemental Indenture dated December 9, 1991) at the principal amount thereof and accrued interest thereon to the date of redemption, and the applicable premium on the principal amount specified in the tabulation below under the heading "Regular Redemption Premium," provided, however, that prior to , none of the bonds of the Series due is redeemable (except through the Sinking Fund); and the bonds of the Series due shall be subject to call for redemption for the Sinking Fund on February 1 of each year beginning in , upon not less than 30 days' previous notice to be given in the manner and with the effect provided in Article XII of the Original Indenture and in Section 10.02 of the Original Indenture at the principal amount thereof and accrued interest thereon to the date of redemption:
IF REDEEMED IF REDEEMED DURING THE TWELVE REGULAR DURING THE TWELVE REGULAR IF REDEEMED REGULAR MONTH PERIOD REDEMPTION MONTH PERIOD REDEMPTION ON OR REDEMPTION BEGINNING PREMIUM BEGINNING PREMIUM AFTER PREMIUM --------------------------- --------------- --------------------------- --------------- ----------------------- ---------------
8 The redemption prices of the bonds of the Series due need not be specified in any temporary bond of said series if an appropriate reference be made in said temporary bond to the provisions of this Section. SECTION 2.03. The registered holder of any bond or bonds of the Series due at his option may surrender the same at the office of the Trustee at Oklahoma City, Oklahoma, or at the agency of the Company in Chicago, Illinois, or at the agency of the Company in the Borough of Manhattan, City and State of New York, for cancellation, in exchange for other bonds of the said series of the same aggregate principal amount, bearing interest as provided in Section 2.09 of the Original Indenture. Thereupon, and upon receipt of any payment required under the provisions of Section 2.04 hereof, the Company shall execute and deliver to the Trustee and the Trustee shall authenticate and deliver such other registered bonds without coupons to such registered holder at its office or at any other place specified as aforesaid. SECTION 2.04. No charge shall be made by the Company for any exchange or transfer of bonds of the Series due , other than for taxes or other governmental charges, if any, that may be imposed in relation thereto. ARTICLE III. APPOINTMENT OF AUTHENTICATING AGENT SECTION 3.01. The Trustee shall, if requested in writing so to do by the Company, promptly appoint an agent or agents of the Trustee who shall have authority to authenticate bonds of the Series due in the name and on behalf of the Trustee. Such appointment by the Trustee shall be evidenced by a resolution of the Board of Directors (or an authorized committee of the Board of Directors) of the Trustee delivered to the Company prior to the effectiveness of such appointment. SECTION 3.02. (a) Any such authenticating agent shall be acceptable to the Company and shall at all times be a corporation which is organized and doing business under the laws of the United States or of any State, is authorized under such laws to act as authenticating agent, has a combined capital and surplus of at least $10,000,000, and is subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 3.02 the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. (b) Any corporation into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion, or consolidation to which any authenticating agent shall be a party, or any corporation succeeding to the corporate agency business of any authenticating agent, shall continue to be the authenticating agent without the execution or filing of any paper or any further act on the part of the Trustee or the authenticating agent. (c) Any authenticating agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time, and upon written request of the Company to the Trustee shall, terminate the agency of any authenticating agent by giving written notice of termination to such authenticating agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible in accordance with the provisions of this Section 3.02, the Trustee, unless otherwise requested in writing by the Company, promptly shall appoint a successor authenticating agent, which shall be acceptable to the Company, and shall publish notice of such appointment at least once in a daily newspaper printed in the English language and of general circulation in the city and state wherein the principal place of business of such successor authenticating agent is located. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all 9 the rights, powers, duties, and responsibilities of its predecessor hereunder, with like effect as if originally named. No successor authenticating agent shall be appointed unless eligible under the provisions of this Section 3.02. (d) The Trustee agrees to pay to any authenticating agent, appointed in accordance with the provisions of this Section 3.02, reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed by the Company for such payments. SECTION 3.03. If an appointment is made pursuant to this Article III, the bonds of the Series due December 1, 2020 shall have endorsed thereon, in addition the Trustee's Certificate, an alternate Trustee's Certificate in the following form: This bond is one of the bonds of the series designated therein, described in the within mentioned Indenture. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA AS TRUSTEE, By AUTHENTICATING AGENT, By AUTHORIZED SIGNATURE. SECTION 3.04. No provision in this Article III shall require the Trustee to have at any time more than one such authenticating agent for any one State or to appoint any such authenticating agent in the State in which the Trustee has its principal place of business. ARTICLE IV. FINANCING STATEMENT TO COMPLY WITH THE UNIFORM COMMERCIAL CODE SECTION 4.01. The name and address of the debtor and secured party are set forth below: Debtor: Oklahoma Gas and Electric Company 101 North Robinson Oklahoma City, Oklahoma 73101-3405 Secured Party: Boatmen's First National Bank of Oklahoma, Trustee 120 North Robinson Avenue Oklahoma City, Oklahoma 73125 SECTION 4.02. Reference to Article I hereof is made for a description of the property of the debtor covered by this Financing Statement with the same force and effect as if incorporated in this Section at length. 10 SECTION 4.03. The maturity dates and respective principal amounts of obligations of the debtor secured and presently to be secured by the Original Indenture and Supplemental Indentures, reference to all of which for the terms and conditions thereof is hereby made with the same force and effect as if incorporated herein at length, are as follows:
FIRST MORTGAGE BONDS PRINCIPAL AMOUNT --------------------------------------------------------------- ------------------- Series due January 1, 1997..................................... $ 15,000,000 Series due January 1, 1998..................................... $ 25,000,000 Series due January 1, 1999..................................... $ 12,500,000 Series due January 1, 2000..................................... $ 30,000,000 Series due January 1, 2002..................................... $ 40,000,000 Series due January 1, 2004..................................... $ 75,000,000 Series due January 1, 2005..................................... $ 60,000,000 Series due January 1, 2006..................................... $ 55,000,000 Series due January 1, 2007..................................... $ 75,000,000 Series due November 1, 2007.................................... $ 35,000,000 Series due August 15, 2016..................................... $ 100,000,000 Pollution Control Series C..................................... $ 56,000,000 Series due December 1, 2020.................................... $ 75,000,000
SECTION 4.04. This Financing Statement is hereby adopted for all of the First Mortgage Bonds of the series mentioned above secured by the Indenture. SECTION 4.05. 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 and the Supplemental Indenture dated December 9, 1991, 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. 11 SECTION 4.06. The property covered by this Financing Statement shall also secure additional series of First Mortgage Bonds of the debtor which may be issued from time to time in the future in accordance with the provisions of the Indenture. ARTICLE V. MISCELLANEOUS SECTION 5.01. The recitals of fact herein and in the bonds (except the Trustee's Certificate) shall be taken as statements of the Company and shall not be construed as made by the Trustee. The Trustee makes no representations as to the value of any of the property subjected to the lien of the Indenture, or any part thereof, or as to the title of the Company thereto, or as to the security afforded thereby and hereby, or as to the validity of this Supplemental Trust Indenture and the Trustee shall incur no responsibility in respect of such matters. SECTION 5.02. This Supplemental Trust Indenture shall be construed in connection with and as a part of the Indenture. SECTION 5.03. (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 or in the bonds 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 5.04. 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 5.05. 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 5.06. (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. 12 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 Boatmen's First National Bank of Oklahoma, a national banking association duly organized under the National Banking Laws of the United States of America, 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 or a Vice President, and attested by its Cashier or an Assistant Cashier, for and in its behalf, all done this day of , A.D. . OKLAHOMA GAS AND ELECTRIC COMPANY BY , VICE PRESIDENT. (CORPORATE SEAL) ATTEST: IRMA B. ELLIOTT, SECRETARY. Executed by Oklahoma Gas and Electric Company in presence of: , WITNESSES. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA BY , VICE PRESIDENT. (CORPORATE SEAL) ATTEST: , ASSISTANT CASHIER. Executed by Boatmen's First National Bank of Oklahoma in presence of: , WITNESSES. 13 STATE OF OKLAHOMA. SS: COUNTY OF OKLAHOMA. Before me, a Notary Public in and for said County and State, on this day of , personally appeared , 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. , NOTARY PUBLIC. (NOTARIAL SEAL) My Commission Expires: STATE OF OKLAHOMA. SS: COUNTY OF OKLAHOMA. Before me, a Notary Public in and for said County and State, on this day of , personally appeared , to me known to be the identical person who subscribed the name of Boatmen's First National Bank of Oklahoma, 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 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. , NOTARY PUBLIC. (NOTARIAL SEAL) My Commission Expires: 14 EX-4.29 5 EXHIBIT 4.29 FORM OF 8/11/95 ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---- OKLAHOMA GAS AND ELECTRIC COMPANY AND BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA TRUSTEE -------- INDENTURE DATED AS OF , 199 ------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE INDENTURE OF THE PROVISIONS INSERTED PURSUANT TO SECTIONS 310 THROUGH 318(A) INCLUSIVE OF THE TRUST INDENTURE ACT OF 1939 SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE PAGE ---------------- ------------------------------------------------- --------- 310 (a)(1) 9.09 33 310 (a)(2) 9.09 33 310 (a)(3) NOT APPLICABLE -- 310 (a)(4) NOT APPLICABLE -- 310 (a)(5) 9.09 33 310 (b) 9.08 33 310 (c) NOT APPLICABLE -- 311 (a) 9.14 35 311 (b) 9.14 35 311 (c) NOT APPLICABLE -- 312 (a) 7.01(a) 24 312 (b) 7.01(b) 24 312 (c) 7.01(c) 25 313 (a) 7.03(a) 25 313 (b) 7.03(b) 25 313 (c) 7.03(d) 25 313 (d) 7.03(c) and 703(d) 25 314 (a) 7.02(a), 7.02(b) and 6.06 25;24 314 (b) 6.05 24 Definition of Officers Certificate, 6.06 and 314 (c)(1) 15.05(a) 4;24;42 314 (c)(2) Definition of Opinion of counsel and 15.05 4;42 314 (c)(3) NOT APPLICABLE -- 314 (d)(1) Definition of Expert and 4.06(b) 3;17 314 (d)(2) Definition of Expert and 4.06(b) 3;17 314 (d)(3) 4.06(a) and 4.06(b) 17 314 (e) 15.05(b) 42 314 (f) NOT APPLICABLE -- 315 (a) 9.01 and 9.02 30-32 315 (b) 8.08 30 315 (c) 9.01(a) 30 315 (d) 9.01(b) 31 315 (e) 8.09 30 316 (a) 8.07 29 10.04 36 13.02 40 316 (b) 8.04 29 I SECTION OF TRUST INDENTURE ACT SECTION OF INDENTURE PAGE ---------------- ------------------------------------------------- --------- 13.02 40 316 (c) 10.06 37 317 (a)(1) 8.02(b) 27 317 (a)(2) 8.02(c) 27 317 (b) 5.02 21 6.04 22 318 (a) NOT APPLICABLE -- II TABLE OF CONTENTS -------------- PAGE Parties................................................................. 1 Recitals................................................................ 1 ARTICLE I. DEFINITIONS SECTION 1.01 -- General............................................. 1 SECTION 1.02 -- Trust Indenture Act................................. 1 SECTION 1.03 -- Definitions......................................... 1 ARTICLE II. FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES SECTION 2.01 -- Form Generally...................................... 6 SECTION 2.02 -- Form of Trustee's Certificate of Authentication..... 6 SECTION 2.03 -- Amount Unlimited.................................... 6 SECTION 2.04 -- Denominations, Dates, Interest Payment and Record Dates............................................... 6 SECTION 2.05 -- Execution, Authentication, Delivery and Dating...... 7 SECTION 2.06 -- Exchange and Registration of Transfer of Notes...... 10 SECTION 2.07 -- Mutilated, Destroyed, Lost or Stolen Notes.......... 11 SECTION 2.08 -- Temporary Notes..................................... 11 SECTION 2.09 -- Cancellation of Notes Paid, etc..................... 12 SECTION 2.10 -- Interest Rights Preserved........................... 12 SECTION 2.11 -- Special Record Date................................. 12 SECTION 2.12 -- Payment of Notes.................................... 12 SECTION 2.13 -- Notes Issuable in the Form of a Global Note......... 13 ARTICLE III. REDEMPTION OF NOTES SECTION 3.01 -- Applicability of Article............................ 14 SECTION 3.02 -- Notice of Redemption; Selection of Notes............ 14 SECTION 3.03 -- Payment of Notes on Redemption; Deposit of Redemption Price.................................... 15 III PAGE ARTICLE IV. SENIOR NOTE FIRST MORTGAGE BONDS SECTION 4.01 -- Pledge.............................................. 16 SECTION 4.02 -- Receipt............................................. 16 SECTION 4.03 -- Senior Note First Mortgage Bonds Held by the Trustee............................................. 16 SECTION 4.04 -- No Transfer of Senior Note First Mortgage Bonds; Exception........................................... 17 SECTION 4.05 -- Release of Senior Note First Mortgage Bonds......... 17 SECTION 4.06 -- Fair Value Certificate.............................. 17 SECTION 4.07 -- Further Assurances.................................. 18 SECTION 4.08 -- Exchange and Surrender of Senior Note First Mortgage Bonds............................................... 18 SECTION 4.09 -- Acceptance of Additional Senior Note First Mortgage Bonds............................................... 18 SECTION 4.10 -- Security for the Notes.............................. 19 SECTION 4.11 -- Release of Senior Note First Mortgage Bonds as Security for Notes.................................. 20 ARTICLE V. SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS SECTION 5.01 -- Satisfaction and Discharge.......................... 20 SECTION 5.02 -- Deposited Moneys to be Held in Trust by Trustee..... 22 SECTION 5.03 -- Paying Agent to Repay Moneys Held................... 22 SECTION 5.04 -- Return of Unclaimed Moneys.......................... 22 SECTION 5.05 -- Reinstatement....................................... 22 ARTICLE VI. PARTICULAR COVENANTS OF THE COMPANY SECTION 6.01 -- Payment of Principal, Premium and Interest.......... 22 SECTION 6.02 -- Office for Notices and Payments, etc................ 22 SECTION 6.03 -- Appointments to Fill Vacancies in Trustee's Office.............................................. 23 SECTION 6.04 -- Provision as to Paying Agent........................ 23 SECTION 6.05 -- Opinions of Counse1................................. 23 SECTION 6.06 -- Certificates to Trustee............................. 24 IV PAGE ARTICLE VII. NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 7.01 -- Noteholder Lists.................................... 24 SECTION 7.02 -- Securities and Exchange Commission Reports.......... 25 SECTION 7.03 -- Reports by the Trustee.............................. 26 ARTICLE VIII. REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENTS OF DEFAULT SECTION 8.01 -- Events of Default................................... 26 SECTION 8.02 -- Payment of Notes on Default; Suit Therefor.......... 28 SECTION 8.03 -- Application of Moneys Collected by Trustee.......... 29 SECTION 8.04 -- Proceedings by Noteholders.......................... 29 SECTION 8.05 -- Proceedings by Trustee.............................. 30 SECTION 8.06 -- Remedies Cumulative and Continuing.................. 30 SECTION 8.07 -- Direction of Proceedings and Waiver of Defaults by Majority of Noteholders............................. 30 SECTION 8.08 -- Notice of Default................................... 30 SECTION 8.09 -- Undertaking to Pay Costs............................ 31 ARTICLE IX. CONCERNING THE TRUSTEE SECTION 9.01 -- Duties and Responsibilities of Trustee.............. 31 SECTION 9.02 -- Reliance on Documents, Opinions, etc................ 32 SECTION 9.03 -- No Responsibility for Recitals, etc................. 32 SECTION 9.04 -- Trustee, Authenticating Agent, Paying Agent or Registrar May Own Notes............................. 33 SECTION 9.05 -- Moneys to be Held in Trust.......................... 33 SECTION 9.06 -- Compensation and Expenses of Trustee................ 33 SECTION 9.07 -- Officers' Certificate as Evidence................... 33 SECTION 9.08 -- Conflicting Interest of Trustee 33 SECTION 9.09 -- Existence and Eligibility of Trustee................ 33 SECTION 9.10 -- Resignation or Removal of Trustee................... 34 SECTION 9.11 -- Appointment of Successor Trustee.................... 34 SECTION 9.12 -- Acceptance by Successor Trustee..................... 35 SECTION 9.13 -- Succession by Merger, etc........................... 35 SECTION 9.14 -- Limitations on Rights of Trustee as a Creditor...... 35 SECTION 9.15 -- Authenticating Agent................................ 35 V PAGE ARTICLE X. CONCERNING THE NOTEHOLDERS SECTION 10.01 -- Action by Noteholders............................... 36 SECTION 10.02 -- Proof of Execution by Noteholders................... 36 SECTION 10.03 -- Who Deemed Absolute Owners.......................... 36 SECTION 10.04 -- Company-Owned Notes Disregarded..................... 37 SECTION 10.05 -- Revocation of Consents; Future Holders Bound 37 SECTION 10.06 -- Record Date for Noteholder Acts..................... 37 ARTICLE XI. NOTEHOLDERS' MEETING SECTION 11.01 -- Purposes of Meetings................................ 38 SECTION 11.02 -- Call of Meetings by Trustee......................... 38 SECTION 11.03 -- Call of Meetings by Company or Noteholders.......... 38 SECTION 11.04 -- Qualifications for Voting........................... 38 SECTION 11.05 -- Regulations......................................... 38 SECTION 11.06 -- Voting.............................................. 39 SECTION 11.07 -- Rights of Trustee or Noteholders not Delayed........ 39 ARTICLE XII. CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE SECTION 12.01 -- Company May Consolidate, etc. only on Certain Terms............................................... 39 SECTION 12.02 -- Successor Corporation Substituted................... 40 ARTICLE XIII. SUPPLEMENTAL INDENTURES SECTION 13.01 -- Supplemental Indentures without Consent of Noteholders......................................... 40 SECTION 13.02 -- Supplemental Indentures with Consent of Noteholders......................................... 41 SECTION 13.03 -- Compliance with Trust Indenture Act; Effect of Supplemental Indentures............................. 41 SECTION 13.04 -- Notation on Notes................................... 42 VI PAGE SECTION 13.05 -- Evidence of Compliance of Supplemental Indenture to be Furnished Trustee................................ 42 ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01 -- Indenture and Notes Solely Corporate Obligations.... 42 ARTICLE XV. MISCELLANEOUS PROVISIONS SECTION 15.01 -- Provisions Binding on Company's Successor........... 42 SECTION 15.02 -- Official Acts by Successor Corporation.............. 42 SECTION 15.03 -- Notices............................................. 42 SECTION 15.04 -- Governing Law....................................... 43 SECTION 15.05 -- Evidence of Compliance with Conditions Precedent.... 43 SECTION 15.06 -- Business Days....................................... 44 SECTION 15.07 -- Trust Indenture Act to Control...................... 44 SECTION 15.08 -- Table of Contents, Headings, etc.................... 44 SECTION 15.09 -- Execution in Counterparts........................... 44 SECTION 15.10 -- Manner of Mailing Notice to Noteholders............. 44 EXHIBIT A -- Form of Global Note Prior to Release Date A-1 EXHIBIT B -- Form of Note Prior to Release Date B-1 EXHIBIT C -- Form of Global Note Following Release Date C-1 EXHIBIT D -- Form of Note Following Release Date D-1 VII THIS INDENTURE, dated as of , 199 , between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of Oklahoma (the "COMPANY"), and Boatmen's First National Bank of Oklahoma, a national banking association organized and existing under the laws of the United States of America, as trustee (the "TRUSTEE"). WITNESSETH WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its Senior Notes (the "NOTES"), to be issued as in this Indenture provided; WHEREAS, subject to the provisions of Section 4.11, as security for the Notes, the Company has issued a series of Senior Note First Mortgage Bonds (as hereinafter defined) and has delivered such series to the Trustee, and pursuant to the terms and provisions hereof the Company may deliver additional Senior Note First Mortgage Bonds to the Trustee or require the Trustee to deliver to the Company Senior Note First Mortgage Bonds held by the Trustee; AND WHEREAS, all acts and things necessary to make this Indenture a valid agreement according to its terms have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized; Now THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which the Notes are, and are to be authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of the Notes by the Holders thereof and of the sum of one dollar duly paid to it by the Trustee at the execution of this 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 Notes, as follows: ARTICLE I. DEFINITIONS SECTION 1.01. GENERAL. The terms defined in this Article One (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Article One. SECTION 1.02. TRUST INDENTURE ACT. (a) Whenever this Indenture refers to a provision of the Trust Indenture Act of 1939, as amended (the "TIA"), such provision is incorporated by reference in and made a part of this Indenture. (b) Unless otherwise indicated, all terms used in this Indenture that are defined by the TIA, defined by the TIA by reference to another statute or defined by a rule of the Commission under the TIA shall have the meanings assigned to them in the TIA or such statute or rule as in force on the date of execution of this Indenture. SECTION 1.03. DEFINITIONS. For purposes of this Indenture, the following terms shall have the following meanings. AUTHENTICATING AGENT: The term "AUTHENTICATING AGENT" shall mean any agent of the Trustee which shall be appointed and acting pursuant to Section 9.15. AUTHORIZED AGENT: The term "AUTHORIZED AGENT" shall mean any agent of the Company designated as such by an Officers' Certificate delivered to the Trustee. 1 BOARD OF DIRECTORS: The term "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company or the Executive Committee of such Board or any other duly authorized committee of such Board. BOARD RESOLUTION: The term "BOARD RESOLUTION" shall mean a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. BONDHOLDERS' CERTIFICATE: The term "BONDHOLDERS' CERTIFICATE" shall mean a certificate signed by the inspectors of votes, or any other party performing such duties, of the applicable meeting of the holders of the first mortgage bonds issued under the First Mortgage or by the Mortgage Trustee in the case of consents of such holders that are sought without a meeting. BUSINESS DAY: The term "BUSINESS DAY" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions or trust companies in the Borough of Manhattan, the City and State of New York, or in the city where the corporate trust office of the Trustee is located, are obligated or authorized by law or executive order to close. COMMISSION: The term "COMMISSION" shall mean the United States Securities and Exchange Commission, or if at any time hereafter the Commission is not existing or performing the duties now assigned to it under the TIA, then the body performing such duties. COMPANY: The term "COMPANY" shall mean the corporation named as the "Company" in the first paragraph of this Indenture, and its successors and assigns permitted hereunder. COMPANY ORDER: The term "COMPANY ORDER" shall mean a written order signed in the name of the Company by one of the Chairman, the President, any Vice President, the Treasurer or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee. CORPORATE TRUST OFFICE OF THE TRUSTEE: The term "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term, shall mean the corporate trust office of the Trustee in Oklahoma City, Oklahoma, at which at any particular time its corporate trust business shall be principally administered, which office is at the date of the execution of this Indenture located at Boatmen's Plaza, 211 North Robinson, Oklahoma City, Oklahoma 73125. DEPOSITARY: The term "DEPOSITARY" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, The Depository Trust Company, New York, New York, or any successor thereto registered and qualified under the Securities and Exchange Act of 1934, as amended, or other applicable statute or regulation. EVENT OF DEFAULT: The term "EVENT OF DEFAULT" shall mean any event specified in Section 8.01, continued for the period of time, if any, and after the giving of the notice, if any, therein designated. 2 EXPERT: The term "EXPERT" shall mean any officer of the Company familiar with the terms of the First Mortgage and this Indenture, any nationally recognized law firm, any nationally recognized investment banking firm, or any other Person satisfactory to, and in the reasonable judgment of, the Trustee. FIRST MORTGAGE: The term "FIRST MORTGAGE" shall mean the Trust Indenture, dated as of February 1, 1945 from the Company to Boatmen's First National Bank of Oklahoma, as successor trustee to The First National Bank and Trust Company of Oklahoma City, as supplemented and amended. FIRST MORTGAGE BONDS: The term "FIRST MORTGAGE BONDS" shall mean all first mortgage bonds issued by the Company and outstanding under the First Mortgage, other than Senior Note First Mortgage Bonds. GLOBAL NOTE: The term "GLOBAL NOTE" shall mean a Note that pursuant to Section 2.05 hereof is issued to evidence Notes, that is delivered to the Depositary or pursuant to the instructions of the Depositary and that shall be registered in the name of the Depositary or its nominee. INDENTURE: The term "INDENTURE" shall mean this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented. INTEREST PAYMENT DATE: The term "INTEREST PAYMENT DATE" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.05 hereof, (a) each and during the period any Note is outstanding (provided that the first Interest Payment Date for any Note, the Original Issue Date of which is after a Regular Record Date but prior to the respective Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date), (b) the date of maturity or redemption of such Note and (c) only with respect to defaulted interest on such Note, the date established by the Trustee for the payment of such defaulted interest pursuant to Section 2.11 hereof. MATURITY: The term "MATURITY," when used with respect to any Note, shall mean the date on which the principal of such Note becomes due and payable as therein or herein provided, whether at the stated maturity thereof or by declaration of acceleration, call for redemption or otherwise. MORTGAGE TRUSTEE: The term "MORTGAGE TRUSTEE" shall mean the Person serving as trustee at the time under the First Mortgage. NOTE OR NOTES: The terms "NOTE" or "NOTES" shall mean any Note or Notes, as the case may be, authenticated and delivered under this Indenture, including any Global Note. NOTEHOLDER: The terms "NOTEHOLDER", "HOLDER OF NOTES" or "HOLDER" shall mean any Person in whose name at the time a particular Note is registered on the books of the Trustee kept for that purpose in accordance with the terms hereof. 3 OFFICERS' CERTIFICATE: The term "OFFICERS' CERTIFICATE" when used with respect to the Company, shall mean a certificate signed by one of the Chairman, the President, any Vice President, the Treasurer or an Assistant Treasurer, and by the Secretary or an Assistant Secretary of the Company. OPINION OF COUNSEL: The term "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal counsel, who may be an employee of the Company, meeting the applicable requirements of Section 15.05. If the Indenture requires the delivery of an Opinion of Counsel to the Trustee, the text and substance of which has been previously delivered to the Trustee, the Company may satisfy such requirement by the delivery by the legal counsel that delivered such previous Opinion of Counsel of a letter to the Trustee to the effect that the Trustee may rely on such previous Opinion of Counsel as if such Opinion of Counsel was dated and delivered the date delivery of such Opinion of Counsel is required. Any Opinion of Counsel may contain conditions and qualifications satisfactory to the Trustee. OPINION OF INDEPENDENT COUNSEL: The term "OPINION OF INDEPENDENT COUNSEL" shall mean an opinion in writing signed by nationally recognized legal counsel, who shall not be an employee of the Company, meeting the applicable requirements of Section 15.05. Any Opinion of Independent Counsel may contain conditions and qualifications satisfactory to the Trustee. ORIGINAL ISSUE DATE: The term "ORIGINAL ISSUE DATE" shall mean for a Note, or portions thereof, the date upon which it, or such portion, was issued by the Company pursuant to this Indenture and authenticated by the Trustee (other than in connection with a transfer, exchange or substitution). OUTSTANDING: The term "OUTSTANDING", when used with reference to Notes, shall, subject to Section 10.04 hereof, mean, as of any particular time, all Notes authenticated and delivered by the Trustee under this Indenture, except (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company), provided that if such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Three, or provisions satisfactory to the Trustee shall have been made for giving such notice; (c) Notes, or portions thereof, that have been paid and discharged or are deemed to have been paid and discharged pursuant to the provisions of this Indenture; and (d) Notes in lieu of or in substitution for which other Notes shall have been authenticated and delivered, or which have been paid, pursuant to Section 2.07. PERSON: The term "PERSON" shall mean any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agent or political subdivision thereof. PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY: The term "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 101 N. Robinson, Oklahoma City, Oklahoma 73102, or such other place where the main corporate offices of the Company are located as designated in writing to the Trustee by an Authorized Agent. 4 REGULAR RECORD DATE: The term "REGULAR RECORD DATE" shall mean, unless otherwise specified in a Company Order pursuant to Section 2.05, for an Interest Payment Date for a particular Note (a) the fifteenth day of the calendar month next preceding each Interest Payment Date (unless the Interest Payment Date is the date of maturity or redemption of such Note, in which event, the Regular Record Date shall be as described in clause (b) hereof) and (b) the date of maturity or redemption of such Note. RELEASE DATE: The term "RELEASE DATE" shall mean the date as of which all First Mortgage Bonds have been retired through payment or redemption (including those First Mortgage Bonds "deemed to be paid" within the meaning of that term as used in Article X of the First Mortgage) at, before or after the maturity thereof. RESPONSIBLE OFFICER: The term "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with respect to the Trustee shall mean one or more of the following: the chairman of the board of directors, the vice chairman of the board of directors, the chairman of the executive committee, the president, any vice president, the secretary, the treasurer, any trust officer, any assistant trust officer, any second or assistant vice president, any assistant secretary, any assistant treasurer, or any other officer or assistant officer of the Trustee customarily performing functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject. SENIOR NOTE FIRST MORTGAGE BONDS: The term "SENIOR NOTE FIRST MORTGAGE BONDS" shall mean the First Mortgage Bonds, Collateral Series due issued by the Company pursuant to the Supplemental Trust Indenture dated as of , 199 and any other bonds issued by the Company under the First Mortgage and delivered to the Trustee pursuant to Section 4.09 hereof. SPECIAL RECORD DATE: The term "SPECIAL RECORD DATE" shall mean, with respect to any Note, the date established by the Trustee in connection with the payment of defaulted interest on such Note pursuant to Section 2.11 hereof. TRUSTEE: The term "TRUSTEE" shall mean Boatmen's First National Bank of Oklahoma and, subject to Article Nine, shall also include any successor Trustee. U.S. GOVERNMENT OBLIGATIONS: The term "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable obligations of, or non-callable obligations guaranteed as to timely payment of principal and interest by, the United States of America or an agency thereof for the payment of which obligations or guarantee the full faith and credit of the United States is pledged or (ii) certificates or receipts representing direct ownership interests in obligations or specified portions (such as principal or interest) of obligations described in clause (i) above, which obligations are held by a custodian in safekeeping. 5 ARTICLE II. FORM, ISSUE, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES SECTION 2.01. FORM GENERALLY. (a) If the Notes are in the form of a Global Note they shall be in substantially the form set forth in EXHIBIT A (or, following the Release Date, EXHIBIT C) to this Indenture, and if the Notes are not in the form of a Global Note they shall be in substantially the form set forth in EXHIBIT B (or, following the Release Date, EXHIBIT D) to this Indenture, or in either case in such other form as shall be established by a Board Resolution, or a Company Order pursuant to a Board Resolution, or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable rules of any securities exchange or of the Depositary or with applicable law or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of such Notes. If the form of Notes is established by a Board Resolution, or a Company Order pursuant to a Board Resolution, a copy of such Board Resolution or Company Order (with accompanying Board Resolution), as applicable, shall be delivered to the Trustee as contemplated by Section 2.05 for the authentication and delivery of such Notes. (b) The definitive Notes shall be typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. SECTION 2.02. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The Trustee's certificate of authentication on all Notes shall be in substantially the following form: 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. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE By: ------------------------------------ AUTHORIZED OFFICER SECTION 2.03. AMOUNT UNLIMITED. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited, subject to the provisions of Section 2.05(f) hereof. SECTION 2.04. DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES. (a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 and integral multiples thereof or such other amount or amounts as may be authorized by the Board of Directors; provided that the principal amount of a Global Note shall not exceed $150,000,000 unless otherwise permitted by the Depositary. (b) Each Note shall be dated and issued as of the date of its authentication by the Trustee, and shall bear an Original Issue Date or, as provided in Section 2.13(e) hereof, two or more Original Issue Dates; each Note issued upon transfer, exchange or substitution of a Note shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Note, subject to the provisions of Section 2.13(e) hereof. 6 (c) Each Note shall bear interest from the later of (1) its Original Issue Date (or, if pursuant to Section 2.13 hereof, a 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 of such Global Note to which that Original Issue Date is applicable), or (2) the most recent date to which interest has been paid or duly provided for with respect to such Note until the principal of such Note is paid or made available for payment, and interest on each Note shall be payable on each Interest Payment Date after the Original Issue Date. (d) Each Note shall mature on a date specified in the Note, but, prior to the Release Date and except as provided in Section 4.11, in no event shall the maturity date of a Note occur after the stated maturity date of the Senior Note First Mortgage Bonds pledged with the Trustee as security for the timely payment of the interest of and principal on such Note. The principal amount of each outstanding Note shall be payable on the maturity date specified therein. (e) Unless otherwise specified in a Company Order pursuant to Section 2.05, interest on each of the Notes shall be calculated on the basis of a 360-day year of twelve 30-day months and shall be computed at a fixed rate until the maturity of such Notes. The method of computing interest on any series of variable rate Notes shall be set forth in a Company Order pursuant to Section 2.05. Prior to the Release Date, the Company shall not issue any Note with an annual interest rate that exceeds the annual interest rate on the Senior Note First Mortgage Bonds pledged with the Trustee as security for the timely payment of the interest on and principal of such Note. Principal, interest and premium on the Notes shall be payable in the currency of the United States. (f) Except as provided in the following sentence, the Person in whose name any Note is registered at the close of business on any Regular Record Date or Special Record Date with respect to an Interest Payment Date for such Note shall be entitled to receive the interest payable on such Interest Payment Date notwithstanding the cancellation of such Note upon any registration of transfer, exchange or substitution of such Note subsequent to such Regular Record Date or Special Record Date and prior to such Interest Payment Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Note is payable. (g) Promptly after each Regular Record Date that is not a date of maturity or redemption, the Trustee shall furnish to the Company a notice setting forth the total amount of the interest payments to be made on the applicable Interest Payment Date, and to the Depositary a notice setting forth the total amount of interest payments to be made on Global Notes on such Interest Payment Date. The Trustee (or any duly selected paying agent) shall provide to the Company during each month that precedes an Interest Payment Date a list of the principal, interest and premium to be paid on Notes on such Interest Payment Date and to the Depositary a list of the principal, interest and premium to be paid on Global Notes on such Interest Payment Date. Promptly after the first Business Day of each month, the Trustee shall furnish to the Company a written notice setting forth the aggregate principal amount of the Global Notes. The Trustee shall assume responsibility for withholding taxes on interest paid as required by law except with respect to any Global Note. SECTION 2.05. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a) The Notes shall be executed on behalf of the Company by one of its President, any Vice President, its Treasurer or an Assistant Treasurer of the Company and attested by the Secretary or an Assistant Secretary of the Company. The signature of any of these officers on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together 7 with or preceded by one or more Company Orders for the authentication and delivery of such Notes, and the Trustee in accordance with any such Company Order shall authenticate and deliver such Notes. The Notes shall be issued in series. Such Company Order shall specify the following with respect to each series of Notes: (i) any limitations on the aggregate principal amount of the Notes to be issued as part of such series, (ii) the Original Issue Date for such series, (iii) the stated maturity of such series, (iv) the interest rate or rates, or method of calculation of such rate or rates, for such series, (v) the redemption date or dates of such series, if any, and the price or prices applicable to such redemption (including any premium), (vi) whether or not the Notes of such series shall be issued in whole or in part in the form of a Global Note and, if so, the Depositary for such Global Note, (vii) the designation of such series, (viii) if the form of the Notes of such series is not as described in EXHIBIT A, EXHIBIT B, EXHIBIT C or EXHIBIT D hereto, the form of the Notes of such series, (ix) the maximum annual interest rate of the Notes permitted for such series, (x) any other information necessary to complete the Notes of such series, (xi) whether such Notes are to be secured by Senior Note First Mortgage Bonds, (xii) the establishment of any office or agency pursuant to Section 6.02, and (xiii) any other terms of such series not inconsistent with this Indenture. Prior to authenticating Notes of any series, and in accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive from the Company the following at or before the issuance of the initial Note of such series of Notes, and (subject to Section 9.01 hereof) shall be fully protected in relying upon: (1) an Opinion of Counsel stating that the Indenture and, if prior to the Release Date, the First Mortgage are qualified under the TIA, and an Opinion of Counsel and an Officers' Certificate stating substantially the following subject to customary qualifications and exceptions: (A) if the form of Notes has been established by or pursuant to a Board Resolution, a Company Order pursuant to a Board Resolution, or in a supplemental indenture as permitted by Section 2.01, that such form has been established in conformity with this Indenture; (B) that the Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in the Indenture; (C) if prior to the Release Date, that the issuance of the Senior Note First Mortgage Bonds that secure the payment of the principal of and interest on such series of Notes has been duly authorized, that such Senior Note First Mortgage Bonds have been duly executed and delivered, and that such Senior Note First Mortgage Bonds and the First Mortgage are valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the First Mortgage may be limited by state laws affecting the remedies for the enforcement of the security provided for in the First Mortgage; and that such Senior Note First Mortgage Bonds are entitled to the benefit of the First Mortgage, equally and ratably, except as to sinking fund provisions; (D) that any supplemental indenture referred to in clause (A) above has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent that enforcement 8 thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of such supplemental indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in such supplemental indenture; (E) that such Notes have been duly authorized and, when executed by the Company, authenticated by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel or Officers' Certificate, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of this Indenture may be limited by state laws affecting the remedies for the enforcement of the security provided for in this Indenture; (F) if prior to the Release Date, that the execution and delivery by the Company of any Senior Note First Mortgage Bonds to secure the payment of the principal of and interest on such series of Notes, and the execution, delivery and sale of the Notes, do not violate any provision of any applicable law that is normally applicable to such transactions (except that no statement need be made with respect to state securities laws); (G) that the issuance of the Notes will not result in any default under this Indenture, the First Mortgage (if applicable), or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound; (H) if prior to the Release Date, that the First Mortgage and all financing statements have been duly filed and recorded in all places where such filing or recording is necessary for the perfection or preservation of the lien of the First Mortgage, and the First Mortgage constitutes a valid and perfected first lien upon the property purported to be covered thereby, subject only to permissible encumbrances (as defined in the First Mortgage); (I) if prior to the Release Date, that the security interest of the Trustee in the Senior Note First Mortgage Bonds that secure the payment of the principal of and interest on such series of Notes, as created hereunder, is a valid and perfected first priority security interest; and (J) that all consents or approvals of Oklahoma Corporation Commission (or any successor agency) and of any other federal or state regulatory agency required in connection with the Company's execution and delivery of this Indenture, such series of Notes and any Senior Note First Mortgage Bonds have been obtained and not withdrawn (except that no statement need be made with respect to state securities laws). (d) The Trustee shall have the right to decline to authenticate and deliver any Note: (1) if the issuance of such Notes pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee; (2) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (3) if the Trustee in good faith by its Board of Directors, executive officers or a trust committee of directors and/or responsible officers determines that such action would expose the Trustee to personal liability to Holders of any outstanding Notes. 9 (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. (f) Prior to the Release Date, the Company shall not issue a Note, if, after giving effect to such issuance, the aggregate principal amount of such Note, and all other Notes secured by the series of Senior Note First Mortgage Bonds that secure such Note, would exceed the aggregate principal amount of the outstanding Senior Note First Mortgage Bonds of such series. (g) If all Notes of a series are not to be authenticated and issued at one time, the Company shall not be required to deliver the Company Order, Officers' Certificate and Opinion of Counsel (including any such that would be otherwise required pursuant to Section 15.05) at or prior to the authentication of each Note of such series, if such documents are delivered at or prior to the time of authentication of the first Note of such series to be authenticated and issued. If all of the Notes of a series are not authenticated and issued at one time, for each issuance of Notes after the initial issuance of Notes, the Company shall be required only to deliver to the Trustee the Note and a written request (executed by one of the Chairman, the President, any Vice President, the Treasurer, or an Assistant Treasurer, and the Secretary or an Assistant Secretary of the Company) to the Trustee to authenticate such Note and to deliver such Note in accordance with the instructions specified by such request. Any such request shall constitute a representation and warranty by the Company that the statements made in the Officers' Certificate delivered to the Trustee prior to the authentication and issuance of the first Note of such series are true and correct on the date thereof as if made on and as of the date thereof. SECTION 2.06. EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES. (a) Subject to Section 2.13 hereof, Notes may be exchanged for one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and stated maturity and having the same terms and Original Issue Date or Dates. Notes to be exchanged shall be surrendered at any of the offices or agencies to be maintained pursuant to Section 6.02 hereof, and the Trustee shall deliver in exchange therefor the Note or Notes which the Noteholder making the exchange shall be entitled to receive. (b) The Trustee shall keep, at one of said offices or agencies, a register or registers in which, subject to such reasonable regulations as it may prescribe, the Trustee shall register or cause to be registered Notes and shall register or cause to be registered the transfer of Notes as in this Article Two provided. Such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times such register shall be open for inspection by the Company. Upon due presentment for registration of transfer of any Note at any such office or agency, the Company shall execute and the Trustee shall register, authenticate and deliver in the name of the transferee or transferees one or more new Notes of any authorized denominations and of a like aggregate principal amount, series and stated maturity and having the same terms and Original Issue Date or Dates. (c) All Notes presented for registration of transfer or for exchange, redemption or payment shall be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee and duly executed by the Holder or the attorney in fact of such Holder duly authorized in writing. (d) No service charge shall be made for any exchange or registration of transfer of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) The Trustee shall not be required to exchange or register a transfer of any Notes selected, called or being called for redemption except, in the case of any Note to be redeemed in part, the portion thereof not to be so redeemed. 10 (f) If the principal amount, and applicable premium, of part, but not all of a Global Note is paid, then upon surrender to the Trustee of such Global Note, the Company shall execute, and the Trustee shall authenticate, deliver and register, a Global Note in an authorized denomination in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unpaid portion of such Global Note. SECTION 2.07. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. (a) If any temporary or definitive Note shall become mutilated or be destroyed, lost or stolen, the Company shall execute, and upon its request the Trustee shall authenticate and deliver, a new Note of like form and principal amount and having the same terms and Original Issue Date or Dates and bearing a number not contemporaneously outstanding, in exchange and substitution for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case the applicant for a substituted Note shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, and, in every case of destruction, loss or theft of a Note, the applicant shall also furnish to the Company and to the Trustee evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof. (b) The Trustee shall authenticate any such substituted Note and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Note, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. If any Note which has matured, is about to mature, has been redeemed or called for redemption shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substituted Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish to the Company, the Trustee and any paying agent or Authenticating Agent such security or indemnity as may be required by them to save each of them harmless and, in case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee of the destruction, loss or theft of such Note and of the ownership thereof. (c) Every substituted Note issued pursuant to this Section 2.07 by virtue of the fact that any Note is mutilated, destroyed, lost or stolen shall constitute an additional contractual obligation of the Company, whether or not such destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. All Notes shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECTION 2.08. TEMPORARY NOTES. Pending the preparation of definitive Notes, the Company may execute and the Trustee shall authenticate and deliver temporary Notes (printed, lithographed or otherwise reproduced). Temporary Notes shall be issuable in any authorized denomination and substantially in the form of the definitive Notes but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Note shall be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with the same effect, as the definitive Notes. Without unreasonable delay the Company shall execute and shall deliver to the Trustee definitive Notes and thereupon any or all temporary Notes shall be surrendered in exchange therefor at the corporate trust office of the Trustee, and the Trustee shall authenticate, deliver and register in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes. Such exchange shall be made by the 11 Company at its own expense and without any charge therefor to the Noteholders. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes authenticated and delivered hereunder. SECTION 2.09. CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for the purpose of payment, redemption, exchange or registration of transfer shall be surrendered to the Trustee for cancellation and promptly cancelled by it and no Notes shall be issued in lieu thereof except as expressly permitted by this Indenture. The Company's acquisition of any Notes shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to and cancelled by the Trustee. SECTION 2.10. INTEREST RIGHTS PRESERVED. Each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note, and each such Note shall be so dated that neither gain nor loss of interest shall result from such transfer, exchange or substitution. SECTION 2.11. SPECIAL RECORD DATE. If and to the extent that the Company fails to make timely payment or provision for timely payment of interest on any series of Notes (other than on an Interest Payment Date that is a maturity date or a redemption date), that interest shall cease to be payable to the Persons who were the Noteholders of such series at the applicable Regular Record Date. In that event, when moneys become available for payment of the interest, the Trustee shall (a) establish a date of payment of such interest and a Special Record Date for the payment of that interest, which Special Record Date shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment and (b) mail notice of the date of payment and of the Special Record Date not fewer than 10 days preceding the Special Record Date to each Noteholder of such series at the close of business on the 15th day preceding the mailing at the address of such Noteholder, as it appeared on the register for the Notes. On the day so established by the Trustee the interest shall be payable to the Holders of the applicable Notes at the close of business on the Special Record Date. SECTION 2.12. PAYMENT OF NOTES. Payment of the principal, interest and premium on all Notes shall be payable as follows: (a) On or before 9:30 a.m., New York City time, of the day on which payment of principal, interest and premium is due on any Global Note pursuant to the terms thereof, the Company shall deliver to the Trustee funds available on such date sufficient to make such payment, by wire transfer of immediately available funds or by instructing the Trustee to withdraw sufficient funds from an account maintained by the Company with the Trustee. 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 any payment of interest is due on any Global Note (other than at 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 any 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, at Maturity or upon redemption, of any part of the principal and applicable premium of any Global Note, the Depositary shall surrender, or cause to be surrendered, such Global Note to the Trustee, whereupon a new Global Note shall be issued to the Depositary pursuant to Section 2.06(f) hereof. (b) With respect to any Note that is not a Global Note, principal, applicable premium and interest due at the maturity of the Note shall be payable in immediately available funds when due upon presentation and surrender of such Note at the corporate trust office of the Trustee or at the authorized office of any paying agent. Interest on any Note that is not a Global Note (other than interest payable at Maturity) shall be paid to the Holder thereof as its name appears on the register by check payable in clearinghouse funds; provided that if the Trustee receives a written request from any Holder of Notes, the aggregate principal amount of which having the same Interest Payment Date 12 equals or exceeds $10,000,000, on or before the applicable Regular Record Date for such Interest Payment Date, interest shall be paid by wire transfer of immediately available funds to a bank within the continental United States or by direct deposit into the account of such Holder if such account is maintained with the Trustee or any paying agent. SECTION 2.13. NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE. (a) If the Company shall establish pursuant to Section 2.05 that the Notes of a particular series are to be issued in whole or in part in the form of one or more Global Notes, then the Company shall execute and the Trustee shall, in accordance with Section 2.05 and the Company Order delivered to the Trustee thereunder, authenticate and deliver such Global Note or Notes, which (i) shall represent, shall be denominated in an amount equal to the aggregate principal amount of, and shall have the same terms as, the outstanding Notes of such series to be represented by such Global Note or Notes, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "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" or such other legend as may be required by the rules and regulations of the Depositary. (b) Notwithstanding any other provision of Section 2.06 or of this Section 2.13, unless the terms of a Global Note expressly permit such Global Note to be exchanged in whole or in part for individual Notes, a Global Note may be transferred, in whole but not in part, only as described in the legend thereto. (c) (i) If at any time the Depositary for a Global Note notifies the Company that it is unwilling or unable to continue as Depositary for such Global Note or if at any time the Depositary for the 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 such Global Note. If a successor Depositary for such 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 pursuant to Section 2.05(c)(vi) hereof shall no longer be effective with respect to such Global Note and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of such series in exchange for such Global Note, shall authenticate and deliver, individual Notes of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Note in exchange for such Global Note. The Trustee shall not be charged with knowledge or notice of the ineligibility of a Depositary unless a responsible officer assigned to and working in its corporate trustee administration department shall have actual knowledge thereof. (ii) The Company may at any time and in its sole discretion determine that all outstanding (but not less than all) Notes of a series 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 in 13 exchange for such Global Note, shall authenticate and deliver individual Notes 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. (iii) In any exchange provided for in any of the preceding two paragraphs, the Company will execute and the Trustee will authenticate and deliver individual Notes in definitive registered form in authorized denominations. Upon the exchange of a Global Note for individual Notes, such Global Notes shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for delivery to the persons in whose names such Notes are so registered, or if the Depositary shall refuse or be unable to deliver such Notes, the Trustee shall deliver such Notes to the persons in whose names such Notes are registered, unless otherwise agreed upon between the Trustee and the Company, in which event the Company shall cause the Notes to be delivered to the persons in whose names such Notes are registered. (d) Neither the Company, the Trustee, any Authenticating Agent nor any paying agent shall have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interest. (e) Pursuant to the provisions of this subsection, at the option of the Trustee and upon 30 days' written notice to the Depositary but not prior to the first Interest Payment Date of the respective Global Notes, the Depositary shall be required to surrender any two or more Global Notes which have identical terms, including, without limitation, identical maturities, interest rates and redemption provisions (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 each applicable Original Issue Date and the principal amount applicable to each such Original Issue Date. The exchange contemplated in this subsection shall be consummated at least 30 days prior to any Interest Payment Date applicable to any of the Global Notes surrendered to the Trustee. Upon any exchange of any Global Note with two or more Original Issue Dates, whether pursuant to this Section or pursuant to Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes with a particular Original Issue Date shall be the same before and after such exchange, after giving effect to any retirement of Notes and the Original Issue Dates applicable to such Notes occurring in connection with such exchange. ARTICLE III. REDEMPTION OF NOTES SECTION 3.01. APPLICABILITY OF ARTICLE. Such of the Notes as are, by their terms, redeemable prior to their stated maturity date may at the option of the Company, be redeemed at such times, in such amounts and at such prices as may be specified therein and in accordance with the provisions of this Article Three. SECTION 3.02. NOTICE OF REDEMPTION; SELECTION OF NOTES. (a) The election of the Company to redeem any Notes shall be evidenced by a Board Resolution which shall be given with notice of redemption to the Trustee at least 45 days prior to the redemption date specified in such notice. (b) Notice of redemption to each Holder of Notes to be redeemed as a whole or in part shall be given by the Trustee, in the manner provided in Section 15.10, no less than 30 nor more than 60 days 14 prior to the date fixed for redemption. Any notice which is given in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Noteholder receives the notice. In any case, failure duly to give such notice, or any defect in such notice, to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (c) Each such notice shall specify the date fixed for redemption, the places of redemption and the redemption price at which such Notes are to be redeemed, and shall state that payment of the redemption price of such Notes or portion thereof to be redeemed will be made upon surrender of such Notes at such places of redemption, that interest accrued to the date fixed for redemption will be paid as specified in such notice, and that from and after such date interest thereon shall cease to accrue. If less than all of a series of Notes having the same terms are to be redeemed, the notice shall specify the Notes or portions thereof to be redeemed. If any Note is to be redeemed in part only, the notice which relates to such Note shall state the portion of the principal amount thereof to be redeemed, and shall state that, upon surrender of such Note, a new Note or Notes having the same terms in aggregate principal amount equal to the unredeemed portion thereof will be issued. (d) Unless otherwise provided by a supplemental indenture, if less than all of a series of Notes is to be redeemed, the Trustee shall select in such manner as it shall deem appropriate and fair in its discretion the particular Notes to be redeemed in whole or in part and shall thereafter promptly notify the Company in writing of the Notes so to be redeemed. If less than all of a series of Notes represented by a Global Note is to be redeemed, the particular Notes or portions thereof of such series to be redeemed shall be selected by the Depositary for such Series of Notes in such manner as the Depositary shall determine. Notes shall be redeemed only in denominations of $1,000, provided that any remaining principal amount of a Note redeemed in part shall be a denomination authorized under this Indenture. (e) If at the time of the mailing of any notice of redemption the Company shall not have irrevocably directed the Trustee to apply funds deposited with the Trustee or held by it and available to be used for the redemption of Notes to redeem all the Notes called for redemption, such notice shall state that it is subject to the receipt of the redemption moneys by the Trustee before the date fixed for redemption and that such notice shall be of no effect unless such moneys are so received before such date. SECTION 3.03. PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE. (a) If notice of redemption shall have been given as provided in Section 3.02, such Notes or portions of Notes called for redemption shall become due and payable on the date and at the places stated in such notice at the applicable redemption price, together with interest accrued to the date fixed for redemption of such Notes; provided that the Company shall have deposited with the Trustee or a paying agent on or prior to such redemption date an amount sufficient to pay the redemption price together with interest accrued to the date fixed for redemption. Interest on the Notes or portions thereof so called for redemption shall cease to accrue and such Notes or portions thereof shall be deemed not to be entitled to any benefit under this Indenture except to receive payment of the redemption price together with interest accrued thereon to the date fixed for redemption; provided that the Company shall have deposited with the Trustee or a paying agent on or prior to such redemption date an amount sufficient to pay the redemption price together with interest accrued to the date fixed for redemption. Upon presentation and surrender of such Notes at such a place of payment in such notice specified, such Notes or the specified portions thereof shall be paid and redeemed at the applicable redemption price, together with interest accrued thereon to the date fixed for redemption. (b) No notice of redemption of Notes shall be mailed during the continuance of any Event of Default, except (1) that where notice of redemption of any Notes has been mailed, the Company shall redeem such Notes but only if funds sufficient for that purpose have prior to the occurrence of such 15 Event of Default been deposited with the Trustee or a paying agent for such purpose, and (2) that notices of redemption of all outstanding Notes may be given during the continuance of an Event of Default. (c) If any Note called for redemption shall not be so paid upon surrender thereof for redemption, or if the Company shall not have deposited with the Trustee or a paying agent on or prior to the redemption date an amount sufficient to pay the redemption price of all Notes called for redemption, together with the interest accrued to the redemption date, the notice of redemption shall be of no force and effect and the principal on such Note shall continue to bear interest as if the notice of redemption had not been given. (d) Upon surrender of any Note redeemed in part only, the Company shall execute, and the Trustee shall authenticate, deliver and register, a new Note or Notes of authorized denominations in aggregate principal amount equal to, and having the same terms, Original Issue Date or Dates and series as, the unredeemed portion of the Note so surrendered. ARTICLE IV. SENIOR NOTE FIRST MORTGAGE BONDS SECTION 4.01. PLEDGE. Subject to the provisions of Section 4.11, the Company hereby (a) delivers to and pledges with the Trustee, for the benefit of the Holders from time to time of the Notes initially issued under this Indenture in an aggregate principal amount not to exceed $ , Senior Note First Mortgage Bonds in the aggregate principal amount of $ , fully registered in the name of the Trustee, in trust for the Holders of the Notes initially issued under this Indenture in an aggregate principal amount not to exceed $ , as security for (1) the full and prompt payment of the principal of such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon call for redemption, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture and (b) delivers to the Trustee an Officers' Certificate that, based solely upon the provisions of such Senior Note First Mortgage Bonds and of the Notes, the fair value to the Company of the Notes secured by such Senior Note First Mortgage Bonds will not exceed the fair value to the Company of such Senior Note First Mortgage Bonds. SECTION 4.02. RECEIPT. The Trustee acknowledges receipt of the Senior Note First Mortgage Bonds in the aggregate principal amount of $ , for the benefit of the Holders from time to time of the Notes initially issued under this Indenture in an aggregate principal amount of $ . SECTION 4.03. SENIOR NOTE FIRST MORTGAGE BONDS HELD BY THE TRUSTEE. The Trustee, as a Holder of Senior Note First Mortgage Bonds, shall attend any meeting of Bondholders under the First Mortgage as to which it receives due notice, or, at its option, shall deliver its proxy in connection therewith. Either at such meeting, or otherwise where consent of Holders of first mortgage bonds issued under the First Mortgage is sought without a meeting, the Trustee shall vote the Senior Note First Mortgage Bonds held by it, or shall consent with respect thereto, proportionately with the vote or consent of the Holders of all other first mortgage bonds then outstanding under the First Mortgage and eligible to vote unless the Trustee is directed and indemnified as provided in Section 9.02(d) by the Holders of not less than a majority in the aggregate principal amount of the outstanding Notes to vote otherwise . Notwithstanding the foregoing, the Trustee shall not vote as such Holder in favor of, or give its consent to, any action which, in the Trustee's opinion, would materially adversely affect the Senior Note First Mortgage Bonds in a manner not shared generally by all other first mortgage bonds, except upon notification by the Trustee to the Noteholders of such proposal and consent thereto of the Holders of not less than a majority in aggregate principal amount of the outstanding Notes. 16 SECTION 4.04. NO TRANSFER OF SENIOR NOTE FIRST MORTGAGE BONDS; EXCEPTION. Except as required to effect an assignment to a successor trustee under this Indenture or pursuant to Section 4.05 or Section 4.08 hereof, the Trustee shall not sell, assign or transfer the Senior Note First Mortgage Bonds and the Company shall issue stop transfer instructions to the Mortgage Trustee and any transfer agent under the First Mortgage to effect compliance with this Section 4.04. SECTION 4.05. RELEASE OF SENIOR NOTE FIRST MORTGAGE BONDS. The Trustee shall, upon written request of the Company, deliver to the Company without charge therefor the Senior Note First Mortgage Bonds (or Senior Note First Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of the Notes satisfied and discharged pursuant to Section 5.01(b) if less than all the Notes are so satisfied and discharged), together with such appropriate instruments of transfer or release as may be reasonably requested by the Company when the conditions established by Section 4.11 or Section 5.01 hereof are satisfied or pursuant to Section 4.08 hereof. SECTION 4.06. FAIR VALUE CERTIFICATE. (a) If the Company delivers to the Trustee Senior Note First Mortgage Bonds pursuant to Section 4.09 hereof the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture; (2) stating the principal amount of such Senior Note First Mortgage Bonds so delivered, the stated interest rate of such Senior Note First Mortgage Bonds and the stated maturity date of such Senior Note First Mortgage Bonds; (3) identifying the Notes, the payment of the interest on and principal of which is secured by such Senior Note First Mortgage Bonds and (4) stating that, based solely upon the provisions of the Senior Note First Mortgage Bonds and the Notes, the fair value to the Company of the Notes secured by such Senior Note First Mortgage Bonds will not exceed the fair value to the Company of such Senior Note First Mortgage Bonds. If the fair value to the Company of the Senior Note First Mortgage Bonds so delivered, as described in the certificate to be delivered pursuant to this Section 4.06(a), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the Notes outstanding at the date of delivery of such Senior Note First Mortgage Bonds and (2) together with the fair value to the Company, as described in the certificates to be delivered pursuant to this Section 4.06(a), of all other Senior Note First Mortgage Bonds delivered to the Trustee since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes outstanding at the date of delivery of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(a) shall (1) be delivered by an Expert selected by the Company who shall be independent of the Company and satisfactory to the Trustee in its reasonable judgment and (2) shall, in addition to the certifications described above, state that, based solely upon the provisions of the Senior Note First Mortgage Bonds and the Notes, the fair value to the Company of all Senior Note First Mortgage Bonds delivered to the Trustee pursuant to Section 4.09 hereof since the commencement of the then current year as to which a certificate was not delivered by an Expert independent of the Company was at least equal to the fair value to the Company of the Notes that such Senior Note First Mortgage Bonds secured. (b) If outstanding Senior Note First Mortgage Bonds are released from the lien of the Indenture pursuant to Section 4.08, 4.11 or 5.01(b) hereof, the Company shall simultaneously therewith deliver to the Trustee a certificate of an Expert (1) stating that it is familiar with the provisions of such Senior Note First Mortgage Bonds and of this Indenture, (2) stating the principal amount of such Senior Note First Mortgage Bonds so released, the stated interest rate of such Senior Note First Mortgage Bonds and the stated maturity date of such Senior Note First Mortgage Bonds, (3) identifying the Notes, the payment of the interest on and principal of which is secured by such Senior Note First Mortgage Bonds, (4) stating that such release will not impair the lien of the Indenture on the Senior Note First Mortgage Bonds not released in contravention of the provisions of this Indenture, and (5) stating that, based solely upon the provisions of the Senior Note First Mortgage Bonds and the Notes, prior to the Release Date, the fair value of the Senior Note First Mortgage Bonds so released will not cause the fair value of the outstanding Notes secured by such Senior Note First Mortgage Bonds to exceed the fair value of the Senior Note First Mortgage Bonds securing such Notes after such release. If, prior to the 17 Release Date, the fair value of the Senior Note First Mortgage Bonds so released, as described in the certificate to be delivered pursuant to this Section 4.06(b), both (l) is equal to or exceeds (A) $25,000 and (B) 1% of the principal amount of the outstanding Notes at the date of release of such Senior Note First Mortgage Bonds and (2) together with the fair value, as described in the certificates to be delivered pursuant to this Section 4.06(b), of all other Senior Note First Mortgage Bonds released from the lien of this Indenture since the commencement of the then current calendar year, is equal to or exceeds 10% of the principal amount of the Notes outstanding at the date of release of such Senior Note First Mortgage Bonds, then the certificate required by this Section 4.06(b) shall be delivered by an Expert selected by the Company who shall be independent of the Company. If, in connection with a delivery or release of outstanding Senior Note First Mortgage Bonds, the Company provides to the Trustee an Opinion of Counsel stating that the certificate described by this Section 4.06 is not required by law, such certificate shall not be required to be delivered hereunder in connection with such delivery or release. SECTION 4.07. FURTHER ASSURANCES. The Company, at its own expense, shall do such further lawful acts and things, and execute and deliver such additional conveyances, assignments, assurances, agreements, financing statements and instruments, as may be necessary in order to better assign, assure, perfect and confirm to the Trustee its security interest in the Senior Note First Mortgage Bonds and for maintaining, protecting and preserving such security interest. SECTION 4.08. EXCHANGE AND SURRENDER OF SENIOR NOTE FIRST MORTGAGE BONDS. At any time at the written direction of the Company, the Trustee shall surrender to the Company all or part of the Senior Note First Mortgage Bonds in exchange for Senior Note First Mortgage Bonds equal in aggregate principal amounts to, in different denominations than but of the same series and with all other terms identical to, the Senior Note First Mortgage Bonds so surrendered to the Company. In addition, at any time at the written direction of the Company, as provided in this Section, the Trustee shall surrender Senior Note First Mortgage Bonds to the Company for cancellation by the Company. The Trustee shall, together with such Senior Note First Mortgage Bonds, deliver to the Company such appropriate instruments of transfer or release as the Company may reasonably request. Prior to the surrender required by this paragraph, the Trustee shall receive from the Company the following, and (subject to Section 9.01 hereof) shall be fully protected in relying upon, (a) an Officers' Certificate stating (i) the aggregate principal amount of the outstanding Senior Note First Mortgage Bonds of the series surrendered by the Trustee, after giving effect to such exchange, (ii) the aggregate principal amount of the outstanding Notes secured by the series of Senior Note First Mortgage Bonds surrendered by the Trustee, (iii) that the surrender of the Senior Note First Mortgage Bonds will not result in any default under this Indenture, (iv) that any Senior Note First Mortgage Bonds to be received in exchange for the Senior Note First Mortgage Bonds being surrendered comply with the provisions of this Section and (v) that the surrender will not impair the security for the Notes under this Indenture in contravention of the provisions of this Indenture and (b) if applicable, a certificate of an Expert pursuant to Section 4.06(b). The Company shall not be permitted to cause the exchange of Senior Note First Mortgage Bonds contemplated in this Section, if, after such exchange, the aggregate principal amount of the outstanding Notes secured by any series of Senior Note First Mortgage Bonds would exceed the aggregate principal amount of such series of Senior Note First Mortgage Bonds held by the Trustee. SECTION 4.09. ACCEPTANCE OF ADDITIONAL SENIOR NOTE FIRST MORTGAGE BONDS. Subject to Section 4.11, at any time prior to the Release Date, at the option of the Company, the Company may deliver to the Trustee and shall pledge as security for payment of the principal of and interest on Notes as described in Section 4.10, and the Trustee shall accept therefor, additional Senior Note First Mortgage Bonds registered in the name of the Trustee that shall have any stated maturity date, shall bear any fixed maximum annual interest rate and shall be of like tenor and terms to the Senior Note First Mortgage Bonds delivered to the Trustee on the date hereof (except, at the option of the Company, as to the stated maturity date, the fixed maximum interest rate thereon, the aggregate 18 principal amount and the denominations of Senior Note First Mortgage Bonds so delivered to the Trustee and as provided in Section 4.10). Subject to Section 4.11, such Senior Note First Mortgage Bonds shall be held in trust by the Trustee for the Holders of the Notes specified pursuant to Section 4.10 hereof as security for (a) the full and prompt payment of the principal of such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon call for redemption, and (b) the full and prompt payment of any interest on such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture. Prior to its acceptance of any additional Senior Note First Mortgage Bonds, the Trustee shall receive from the Company, and (subject to Section 9.01 hereof) shall be fully protected in relying upon, (a) an Officers' Certificate stating (i) that the delivery of the additional Senior Note First Mortgage Bonds will not result in a default under the First Mortgage, this Indenture or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound and (ii) the annual interest rate borne by the Senior Note First Mortgage Bonds so delivered to the Trustee and (b) if applicable, a certificate of an Expert pursuant to Section 4.06(a). The Trustee shall also receive from the Company, and (subject to Section 9.01 hereof) shall be fully protected in relying upon an Opinion of Counsel stating substantially the following subject to customary qualifications and exceptions: (a) that the Senior Note First Mortgage Bonds to be issued to the Trustee have been duly authorized, executed and delivered and that such Senior Note First Mortgage Bonds are valid and binding obligations of the Company, entitled to the benefits and security of the First Mortgage, equally and ratably, except as to sinking fund provisions, with all other bonds outstanding under the First Mortgage, and are enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar laws of general application relating to or affecting the enforcement of creditors and the application of general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except as enforcement of provisions of the First Mortgage may be limited by state laws affecting the remedies for the enforcement of the security provided for in the First Mortgage; (b) that the execution and delivery by the Company of the Senior Note First Mortgage Bonds to the Trustee do not violate any provision of any applicable law that is normally applicable to such a transaction (except that no statement need be made with respect to state securities laws); (c) that the First Mortgage and all financing statements have been duly filed and recorded in all places where such filing or recording is necessary for the perfection or preservation of the lien of the First Mortgage, and the First Mortgage constitutes a valid and direct lien upon the property purported to be covered thereby, subject only to permissible encumbrances (as defined in the First Mortgage); (d) that the delivery to the Trustee of the Senior Note First Mortgage Bonds will not result in a default under this Indenture, the First Mortgage, or any other contract, indenture, loan agreement or other instrument to which the Company is a party or by which it or any of its property is bound; (e) that the security interest of the Trustee in the Senior Note First Mortgage Bonds thereby delivered to the Trustee is a valid and perfected first priority security interest; (f) that all consents or approvals of Oklahoma Corporation Commission (or any successor agency) and of any other federal or state regulatory agency required in connection with the issuance of the Senior Note First Mortgage Bonds to the Trustee have been obtained and not withdrawn (except that no statement need be made with respect to state securities laws); and (g) such other matters as the Trustee may reasonably request. SECTION 4.10. SECURITY FOR THE NOTES. All Senior Note First Mortgage Bonds shall, by their terms, specify the Notes, the payment of the interest on and principal of which they shall secure as 19 described in the following sentence. Subject to Section 4.11 any series of Senior Note First Mortgage Bonds shall, by its terms, secure either the payment of the interest on and principal of any specified series or series of Notes or the payment of the interest on and principal of all Notes that are to be issued under this Indenture after a specified date or after the issuance of Notes in specified aggregate principal amounts (but in any case in aggregate principal amounts not to exceed the aggregate principal amount of such Senior Note First Mortgage Bonds), regardless of series. No series of Notes shall be secured by more than one series of Senior Note First Mortgage Bonds. Each Note shall specify the series of Senior Note First Mortgage Bonds by which it is secured. SECTION 4.11. RELEASE OF SENIOR NOTE FIRST MORTGAGE BONDS AS SECURITY FOR NOTES. Until the Release Date, Senior Note First Mortgage Bonds delivered and pledged with the Trustee, for the benefit of the Holders of the Notes, shall serve as security for (1) the full and prompt payment of the principal of such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture, either at the stated maturity thereof, upon acceleration of the maturity thereof or upon call for redemption, and (2) the full and prompt payment of any interest on such Notes when and as the same shall become due in accordance with the terms and provisions of this Indenture. Notwithstanding anything in this Indenture to the contrary, from and after the Release Date, the Senior Note First Mortgage Bonds shall cease to secure the payment of principal of and interest on all Notes theretofore or subsequently issued, and the Trustee shall release the Senior Note First Mortgage Bonds as set forth in Section 4.05 and in compliance with the requirements of Section 4.06(b). Following the Release Date, all Notes shall be unsecured, and any conditions to the issuance of Notes that refer or relate to Senior Note First Mortgage Bonds or the First Mortgage shall be inapplicable. Following the Release Date, the Company shall cause the First Mortgage to be closed and the Company shall not issue any additional first mortgage bonds under the First Mortgage. ARTICLE V. SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS SECTION 5.01. SATISFACTION AND DISCHARGE. (a) If at any time: (1) the Company shall have paid or caused to be paid the principal of and premium, if any, and interest on all the outstanding Notes, as and when the same shall have become due and payable, (2) the Company shall have delivered to the Trustee for cancellation all outstanding Notes, or (3) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds the entire amount in (A) cash, (B) U.S. Government Obligations maturing as to principal and interest in such amounts and at such times as will insure the availability of cash, or (C) a combination of cash and U.S. Government Obligations, in any case sufficient, without reinvestment, as certified by an independent public accounting firm of national reputation in a written certification delivered to the Trustee, to pay at maturity or the applicable redemption date (provided that notice of redemption shall have been duly given or irrevocable provision satisfactory to the Trustee shall have been duly made for the giving of any notice of redemption) all outstanding Notes, including principal and any premium and interest due or to become due to such date of maturity, as the case may be and shall also deliver to the Trustee an Opinion of Independent Counsel to the effect that the Company has received from, or there has been published by, the Internal Revenue Service a ruling or similar pronouncement by 20 the Internal Revenue Service or that there has been a change of law, in either case to the effect that the Holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance or discharge of the Indenture, and if, in any such case, the Company shall also pay or cause to be paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect (except as to (i) rights of registration of transfer and exchange of Notes, (ii) substitution of mutilated, defaced, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof, and any premium and interest thereon, upon the original stated due dates therefor or upon the applicable redemption date (but not upon acceleration of maturity) pursuant to Section 5.05 hereof or from the moneys and U.S. Government Obligations held by the Trustee pursuant to Section 5.02 hereof, (iv) the rights and immunities of the Trustee hereunder, (v) the rights of the Holders of Notes as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, (vi) the obligations of the Company in Section 5.05 hereof and the obligations and rights of the Trustee and the Company under Section 5.04, and (vii) the duties of the Trustee with respect to any of the foregoing), and the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and its obligations under, the Notes, and the Trustee, on demand of the Company and at the cost and expense of the Company, shall execute proper instruments acknowledging such satisfaction of and discharging this Indenture and the Trustee shall at the request of the Company return to the Company all Senior Note First Mortgage Bonds and all other property and money held by it under this Indenture and determined by it from time to time in accordance with the certification pursuant to this Section 5.01(a)(3) to be in excess of the amount required to be held under this Section. If the Notes are deemed to be paid and discharged pursuant to Section 5.01(a)(3) hereof, within 15 days after those Notes are so deemed to be paid and discharged, the Trustee shall cause a written notice to be given to each Holder in the manner provided by Section 15.10 hereof. The notice shall: (i) state that the Notes are deemed to be paid and discharged; (ii) set forth a description of any U.S. Government Obligations and cash held by the Trustee as described above; (iii) if any Notes will be called for redemption, specify the date or dates on which those Notes are to be called for redemption. Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 9.06 shall survive. The obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the corresponding Senior Note First Mortgage Bonds shall be satisfied and discharged, and the Trustee shall surrender to the Company Senior Note First Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of Notes paid or deemed to have been paid in accordance with Section 5.01(a) or 5.01(b) hereof, as the case may be, or delivered or acquired by the Trustee for cancellation and of the corresponding series and maturity, all to the extent and as provided in the supplemental trust indenture to the First Mortgage creating such Senior Note First Mortgage Bonds. (b) If the Company shall have paid or caused to be paid, or deposited or caused to be deposited with the Trustee funds as set forth in Section 5.01(a)(3) above and complied with the applicable requirements of Section 4.06(b), the principal of and premium, if any, and interest on less than all of the outstanding Notes, such Notes shall cease to be entitled to any lien, benefit or security under this Indenture. (c) The obligation of the Company to make payment with respect to the principal of and premium, if any, and interest on the corresponding Senior Note First Mortgage Bonds shall be satisfied and discharged, and the Trustee shall surrender to the Company Senior Note First Mortgage Bonds in an aggregate principal amount equal to the aggregate principal amount of Notes paid or deemed to have 21 been paid in accordance with Section 5.01(a) or 5.01(b) hereof, as the case may be, or delivered or acquired by the Trustee for cancellation and of the corresponding series and maturity, all to the extent and as provided in the supplemental trust indenture to the First Mortgage creating such Senior Note First Mortgage Bonds. SECTION 5.02. DEPOSITED MONEYS TO BE HELD IN TRUST BY TRUSTEE. All moneys and U.S. Government Obligations deposited with the Trustee pursuant to Section 5.01 shall be held in trust and applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent), to the Holders of the particular Notes for the payment or redemption of which such moneys and U.S. Government Obligations have been deposited with the Trustee of all sums due and to become due thereon for principal and premium, if any, and interest. SECTION 5.03. PAYING AGENT TO REPAY MONEYS HELD. Upon the satisfaction and discharge of this Indenture all moneys then held by any paying agent for the Notes (other than the Trustee) shall, upon written demand by an Authorized Agent, be repaid to the Company or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys. SECTION 5.04. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with or paid to the Trustee for payment of the principal of or any premium or interest on any Notes and not applied but remaining unclaimed by the Holders of such Notes for two years after the date upon which the principal of or any premium or interest on such Notes, as the case may be, shall have become due and payable, shall be repaid to the Company by the Trustee on written demand by an Authorized Agent, and all liability of the Trustee shall thereupon cease; and any Holder of any of such Notes shall thereafter look only to the Company for any payment which such Holder may be entitled to collect. SECTION 5.05. REINSTATEMENT. If the Trustee is unable to apply any cash or U.S. Government Obligations in accordance with Section 5.02 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture with respect to the Notes to which such cash or U.S. Government Obligations were to have been applied shall be revived and reinstated as though no deposit had occurred pursuant to Section 5.01 until such time as the Trustee is permitted to apply such cash or U.S. Government Obligations in accordance with Section 5.02; provided that if the Company has made any payment of principal of or any premium or interest on any Notes because of such reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the cash or U.S. Government Obligations held by the Trustee. ARTICLE VI. PARTICULAR COVENANTS OF THE COMPANY SECTION 6.01. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company covenants and agrees for the benefit of the Holders of the Notes that it will duly and punctually pay or cause to be paid the principal of and any premium and interest on each of the Notes at the places, at the respective times and in the manner provided in such Notes. SECTION 6.02. OFFICE FOR NOTICES AND PAYMENTS, ETC. So long as any of the Notes remain outstanding, the Company at its option may cause to be maintained in the Borough of Manhattan, the City and State of New York, or elsewhere, an office or agency where the Notes may be presented for registration of transfer and for exchange as in this Indenture provided, and where, at any time when the Company is obligated to make a payment of principal and premium upon Notes, the Notes may be surrendered for payment, and may maintain at any such office or agency and at its principal office an office or agency where notices and demands to or upon the Company in respect of the Notes or of this Indenture may be served. The designation of any such office or agency shall be made by Company order pursuant to Section 2.05. The Company will give to the Trustee written notice of the location of 22 each such office or agency and of any change of location thereof. If the Company shall fail to give such notice of the location or of any change in the location of any such office or agency, presentations may be made and notices and demands may be served at the corporate trust office of the Trustee. SECTION 6.03. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 9.11, a Trustee, so that there shall at all times be a Trustee hereunder. SECTION 6.04. PROVISION AS TO PAYING AGENT. The Trustee shall be the paying agent for the Notes and, at the option of the Company, the Company may appoint additional paying agents (including without limitation itself). Whenever the Company shall appoint an additional paying agent, it shall cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to this Section 6.04: (1) that it will hold in trust for the benefit of the Holders and the Trustee all sums held by it as such agent for the payment of the principal of and any premium or interest on the Notes (whether such sums have been paid to it by the Company or by any other obligor on such Notes) in trust for the benefit of the Holders of such Notes; (2) that it will give to the Trustee notice of any failure by the Company (or by any other obligor on such Notes) to make any payment of the principal of and any premium or interest on such Notes when the same shall be due and payable; and (3) that it will at any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent. If the Company shall act as its own paying agent with respect to any Notes, it will, on or before each due date of the principal of and any premium or interest on such Notes, set aside, segregate and hold in trust for the benefit of the Holders of such Notes a sum sufficient to pay such principal and any premium or interest so becoming due and will notify the Trustee of any failure by it to take such action and of any failure by the Company (or by any other obligor on such Notes) to make any payment of the principal of and any premium or interest on such Notes when the same shall become due and payable. Whenever the Company shall have one or more paying agents, it will, on or prior to each due date of the principal of (and premium, if any) or interest, if any, on any Notes, deposit with such paying agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, if any, and (unless such paying agent is the Trustee) the Company shall promptly notify the Trustee of any failure on its part to so act. Anything in this Section 6.04 to the contrary notwithstanding, the Company may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by it or any paying agent hereunder, as required by this Section 6.04, such sums to be held by the Trustee upon the trusts herein contained. Anything in this Section 6.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 6.04 is subject to Sections 5.03 and 5.04. SECTION 6.05. OPINIONS OF COUNSEL. The Company will cause this Indenture, any indentures supplemental to this Indenture, and any financing or continuation statements to be promptly recorded and filed and rerecorded and refiled in such a manner and in such places, as may be required by law in order fully to preserve, protect and perfect the security of the Noteholders and all rights of the Trustee, and shall deliver to the Trustee: (a) promptly after the execution and delivery of this Indenture and of any indenture supplemental to this Indenture but prior to the Release Date, an Opinion of Counsel either stating that in the 23 opinion of such counsel this Indenture or such supplemental indenture and any financing or continuation statements have been properly recorded and filed so as to make effective and to perfect the security interest of the Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Senior Note First Mortgage Bonds, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to perfect or make such security interest effective and stating what, if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and make such security interest effective; and (b) on or before May 1 of each year, beginning in 1996, and prior to the Release Date, an Opinion of Counsel either stating that in the opinion of such counsel such action has been taken, since the date of the most recent Opinion of Counsel furnished pursuant to this Section 6.05(b) or the first Opinion of Counsel furnished pursuant to Section 6.05(a), with respect to the recording, filing, rerecording, or refiling of this Indenture, each supplemental indenture and any financing or continuation statements, as is necessary to maintain and perfect the security interest of the Trustee intended to be created by this Indenture for the benefit of the Holders from time to time of the Notes in the Senior Note First Mortgage Bonds, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain and perfect such security interest and stating what, if any, action of the foregoing character may reasonably be expected to become necessary prior to the next succeeding May 1 to maintain, perfect and make such security interest effective. SECTION 6.06. CERTIFICATES TO TRUSTEE. The Company shall, on or before May 1 of each year, beginning in 1996, deliver to the Trustee a certificate from its principal executive officer, principal financial officer or principal accounting officer covering the preceding calendar year and stating whether or not, to the knowledge of such party, the Company has complied with all conditions and covenants under this Indenture, and, if not, describing in reasonable detail any failure by the Company to comply with any such conditions or covenants. For purposes of this Section, compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. ARTICLE VII. NOTEHOLDER LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE SECTION 7.01. NOTEHOLDER LISTS. (a) The Company shall furnish or cause to be furnished to the Trustee semiannually, not later than 15 days after each Regular Record Date for each Interest Payment Date that is not a Maturity date and at such other times as such Trustee may request in writing, within 30 days after receipt by the Company of any such request, a list in such form as the Trustee may reasonably require containing all the information in the possession or control of the Company, or any paying agents other than the Trustee, as to the names and addresses of the Holders of Notes, obtained since the date as of which the next previous list, if any, was furnished. Any such list may be dated as of a date not more than 15 days prior to the time such information is furnished or caused to be furnished and need not include information received after such date; provided that as long as the Trustee is the registrar for the Notes, no such list shall be required to be furnished. The Trustee shall preserve any list provided to it pursuant to this Section until such time as the Company or any paying agent, as applicable, shall provide it with a more recent list. (b) Within five business days after the receipt by the Trustee of a written application by any three or more Holders stating that the applicants desire to communicate with other Holders with respect to their rights under the Indenture or under the Notes, and accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, and by reasonable proof that each such applicant has owned a Note for a period of at least six months preceding the date of such application, the Trustee shall, at its election, either: 24 (i) afford to such applicants access to all information furnished to or received by the Trustee pursuant to Section 7.01(a) or, if applicable, in its capacity as registrar to the Notes; or (ii) inform such applicants as to the approximate number of Holders according to the most recent information furnished to or received by the Trustee under Section 7.01(a) or if applicable in its capacity as registrar for the Notes, and as to the approximate cost of mailing to such Holders the form of proxy or other communication, if any, specified in such application. If the Trustee shall elect not to afford such applicants access to such information, the Trustee shall, upon the written request of such applicants, mail to each Holder of Notes a copy of the form of proxy or other communication which is specified in such request, with reasonable promptness after a tender to the Trustee of the material to be mailed and of payment, or provision for the payment, of the reasonable expenses of such mailing, unless within five days after such tender the Trustee shall mail to such applicants and file with the Commission, together with a copy of the material to be mailed, a written statement to the effect that, in the opinion of the Trustee, such mailing would be contrary to the best interests of the Holders or would be in violation of applicable law. Such written statement shall specify the basis of such opinion. If the Commission, after opportunity for a hearing upon the objections specified in the written statement so filed, shall enter an order refusing to sustain any of such objections or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all the objections so sustained have been met and shall enter an order so declaring, the Trustee shall mail copies of such material to all Holders with reasonable promptness after the entry of such order and the renewal of such tender; otherwise the Trustee shall be relieved of any obligation or duty to such applicants respecting their application. (c) Every Holder of a Note, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any paying agent nor any Authenticating Agent shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with this Section, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under this Section. SECTION 7.02. SECURITIES AND EXCHANGE COMMISSION REPORTS. The Company shall: (a) file with the Trustee, within 15 days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 15.05, as to compliance with conditions or covenants, compliance with which is subject to verification by accountants; and 25 (c) transmit by mail to all Holders, as their names and addresses appear in the register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission. SECTION 7.03. REPORTS BY THE TRUSTEE. (a) Within 60 days after July 15 of each year, beginning with the July 15 after the first issuance of Notes hereunder, the Trustee shall transmit by mail a brief report dated as of such date that complies with Section 313(a) of the TIA (to the extent required by such Section). (b) The Trustee shall from time to time transmit by mail brief reports that comply, both in content and date of delivery, with Section 313(b) of the TIA (to the extent required by such Section). (c) A copy of each such report filed pursuant to this section shall, at the time of such transmission to such Holders, be filed by the Trustee with each stock exchange upon which such Notes are listed and also with the Commission. The Company will notify the Trustee promptly upon the listing of such Notes on any stock exchange. (d) Reports pursuant to this Section shall be transmitted (1) by mail to all Holders of Notes, as their names and addresses appear in the register for the Notes; (2) by mail to such Holders of Notes as have, within the two years preceding such transmission, filed their names and addresses with the Trustee for such purpose; (3) by mail except in the case of reports pursuant to Section 7.03(b) and (c) hereof, to all Holders of Notes whose names and addresses have been furnished to or received by the Trustee pursuant to Section 7.01 hereof; and (4) at the time such report is transmitted to the Holders of the Notes, to each exchange on which the Notes are listed and also with the Commission. ARTICLE VIII. REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON EVENTS OF DEFAULT SECTION 8.01. EVENTS OF DEFAULT. (a) If one or more of the following Events of Default shall have occurred and be continuing: (1) default in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days; (2) default in the payment of the principal of or any premium on any of the Notes as and when the same shall become due and payable whether at the stated maturity thereof, upon redemption thereof (provided that such redemption is not conditioned upon the deposit of sufficient moneys for such redemption), or upon declaration of acceleration or otherwise; (3) failure on the part of the Company duly to observe or perform any other of the covenants or agreements on the part of the Company contained in the Notes or in this Indenture for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Company by the Trustee by registered mail, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding; 26 (4) prior to the Release Date, a completed default (as defined in the First Mortgage) has occurred and is continuing, and the Mortgage Trustee, the Company or Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding shall have given written notice thereof to the Trustee; (5) the entry of a decree or order by a court having jurisdiction over the Company for relief in respect of the Company under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (6) the filing by the Company of a petition or answer or consent seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by it to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Company or of any substantial part of its property, or the failure of the Company generally to pay its debts as such debts become due, or the taking of corporate action by the Company to effectuate any such action; then and in each and every such case, unless the principal of all of the Notes shall have already become due and payable, either the Trustee or the Holders of a majority in aggregate principal amount of the Notes then outstanding, by notice in writing to the Company (and to the Trustee if given by Noteholders), may declare the principal of all the Notes to be due and payable immediately and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Notes contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Notes shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided and prior to the mailing to the Trustee by the Mortgage Trustee of a firm, valid and unconditional notice to the Trustee of the acceleration of all of the first mortgage bonds issued and outstanding under the First Mortgage, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all of the Notes and the principal of and any premium on any and all Notes which shall have become due otherwise than by acceleration (with interest on overdue installments of interest, to the extent that payment of such interest is enforceable under applicable law, and on such principal and applicable premium at the rate borne by the Notes to the date of such payment or deposit) and all sums paid or advanced by the Trustee hereunder, the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 9.06 hereof, and any and all defaults under this Indenture, other than the non-payment of principal of and accrued interest on Notes which shall have become due solely by acceleration of maturity, shall have been cured or waived (including any defaults under the First Mortgage, as evidenced by notice thereof from the Mortgage Trustee to the Trustee) -- then and in every such case such payment or deposit shall cause an automatic waiver of the Event of Default and its consequences and shall cause an automatic rescission and annulment of the acceleration of the Notes; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default, or shall impair any right consequent thereon. (b) If the Trustee shall have proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case the Company and the Trustee shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee shall continue as though no such proceeding had been taken. 27 SECTION 8.02. PAYMENT OF NOTES ON DEFAULT; SUIT THEREFOR. (a) The Company covenants that in case of: (1) default in the payment of any installment of interest upon any of the Notes as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (2) default in the payment of the principal of or any premium on any of the Notes as and when the same shall have become due and payable whether at the stated maturity thereof, upon redemption thereof (provided that such redemption is not conditioned upon the deposit of sufficient moneys for such redemption), upon declaration of acceleration or otherwise. then, upon demand of the Trustee, the Company shall pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount that then shall have so become due and payable on all such Notes for principal and any premium or interest, or both, as the case may be, with interest upon the overdue principal and any premium and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue installments of interest at the rate borne by the Notes; and, in addition thereto, such further amounts as shall be sufficient to cover the costs and expenses of collection, including reasonable compensation to the Trustee, its agents, attorneys and counsel, any expenses or liabilities incurred by the Trustee hereunder other than through its negligence or bad faith, and any other amounts due the Trustee under Section 9.06 hereof. (b) If the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, including, prior to the Release Date, to exercise any rights to that end it may have as a holder of Senior Note First Mortgage Bonds, and may enforce any such judgment or final decree against the Company or any other obligor on the Notes and collect in the manner provided by law out of the property of the Company or any other obligor on such series of Notes wherever situated, the moneys adjudged or decreed to be payable. (c) If there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Notes under the United States Bankruptcy Code or any other applicable law, or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of any similar judicial proceedings relative to the Company or other obligor upon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to this Section 8.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal and any premium and interest owing and unpaid in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including, prior to the Release Date, any claims of the Trustee as holder of Senior Note First Mortgage Bonds and including any amounts due to the Trustee under Section 9.06 hereof) and of the Holders of Notes allowed in such judicial proceedings relative to the Company or any other obligor on the Notes, its or their creditors, or its or their property, and to collect and receive any moneys or other property payable or deliverable on any such claims, and to distribute the same after the deduction of its charges and expenses. (d) All claims and rights of action under this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production thereof in any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of the Holders of the Notes in respect of which such action was taken. 28 (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent or to accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Noteholder in any such proceeding. SECTION 8.03. APPLICATION OF MONEYS COLLECTED BY TRUSTEE. Any moneys collected by the Trustee with respect to any of the Notes pursuant to this Article shall be applied in the order following, at the date or dates fixed by the Trustee for the distribution of such moneys, upon presentation of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid. FIRST: To the payment of all amounts due to the Trustee pursuant to Section 9.06; SECOND: If the principal of the outstanding Notes in respect of which such moneys have been collected shall not have become due and be unpaid, to the payment of interest on the Notes, in the order of the maturity of the installments of such interest, with interest (to the extent allowed by law and to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate borne by the Notes, such payments to be made ratably to the persons entitled thereto, and then to the payment to the Holders entitled thereto of the unpaid principal of and applicable premium on any of the Notes which shall have become due (other than Notes previously called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), whether at stated maturity or by redemption, in the order of their due dates, beginning with the earliest due date, and if the amount available is not sufficient to pay in full all Notes due on any particular date, then to the payment thereof ratably, according to the amounts of principal and applicable premium due on that date, to the Holders entitled thereto, without any discrimination or privilege. THIRD: If the principal of the outstanding Notes in respect of which such moneys have been collected shall have become due, by declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Notes for principal and any premium and interest thereon, with interest on the overdue principal and any premium and (to the extent allowed by law and to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the rate borne by the Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Notes, then to the payment of such principal and any premium and interest without preference or priority of principal and any premium over interest, or of interest over principal and any premium or of any installment of interest over any other installment of interest, or of any Note over any other Note, ratably to the aggregate of such principal and any premium and accrued and unpaid interest; and FOURTH: to the payment of the remainder, if any, to the Company or its successors or assigns, or to whomsoever may lawfully be entitled to the same, or as a court of competent jurisdiction may determine. SECTION 8.04. PROCEEDINGS BY NOTEHOLDERS. (a) No Holder of any Note shall have any right by virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to such Note and of the continuance thereof, as hereinabove provided, and unless also Noteholders of a majority in aggregate principal amount of the Notes then outstanding affected by such Event of Default shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. 29 (b) Notwithstanding any other provision in this Indenture, however, the rights of any Holder of any Note to receive payment of the principal of and any premium and interest on such Note, on or after the respective due dates expressed in such Note or on the applicable redemption date, or to institute suit for the enforcement of any such payment on or after such respective dates shall not be impaired or affected without the consent of such Holder. SECTION 8.05. PROCEEDINGS BY TRUSTEE. In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture, including, prior to the Release Date, its rights as holder of the Senior Note First Mortgage Bonds, by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted to it under this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. SECTION 8.06. REMEDIES CUMULATIVE AND CONTINUING. All powers and remedies given by this Article Eight to the Trustee or to the Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any powers and remedies hereof or of any other powers and remedies available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes in exercising any right or power accruing upon any default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default or an acquiescence therein; and, subject to Section 8.04, every power and remedy given by this Article Eight or by law to the Trustee or to the Noteholders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders. SECTION 8.07. DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF NOTEHOLDERS. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee; provided that with respect to any direction to the Trustee in connection with Senior Note First Mortgage Bonds, Holders of a majority in aggregate principal amount of the Notes the payment of the interest on and principal of which Notes are secured by such Senior Note First Mortgage Bonds shall have the right to provide directions to the Trustee and Holders of no other Notes shall be entitled to provide directions to the Trustee; provided, further, that (subject to Section 9.01) the Trustee shall have the right to decline to follow any such direction if the Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers shall determine that the action or proceeding so directed would involve the Trustee in personal liability or would be unduly prejudicial to the rights of Noteholders not joining in such directions. The Holders of a majority in aggregate principal amount of the Notes at the time outstanding may on behalf of all of the Holders of the Notes waive any past default or Event of Default hereunder and its consequences except a default in the payment of principal of or any premium or interest on the Notes. Upon any such waiver the Company, the Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as permitted by this Section 8.07, said default or Event of Default shall for all purposes of the Notes and this Indenture be deemed to have been cured and to be not continuing. SECTION 8.08. NOTICE OF DEFAULT. The Trustee shall, within 90 days after the occurrence of a default, give to all Holders of the Notes, in the manner provided in section 15.10, notice of such default, unless such default shall have been cured before the giving of such notice, the term "default" for the purpose of this Section 8.08 being hereby defined to be any event which is or after notice or 30 lapse of time or both would become an Event of Default; provided that, except in the case of default in the payment of the principal of or any premium or interest on any of the Notes, or in the payment of any sinking or purchase fund installments, the Trustee shall be protected in withholding such notice if and so long as its board of directors or trustees, executive committee, or a trust committee of directors or trustees or responsible officers in good faith determines that the withholding of such notice is in the interests of the Holders of the Notes. The Trustee shall not be charged with knowledge of any Event of Default unless a responsible officer of the Trustee assigned to the corporate trustee department of the Trustee shall have actual knowledge of such Event of Default. SECTION 8.09. UNDERTAKING TO PAY COSTS. All parties to this Indenture agree, and each Holder of any Note by acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but this Section 8.09 shall not apply to any suit instituted by the Trustee, or to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than 10% in principal amount of the Notes outstanding, or to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or any premium or interest on any Note on or after the due date expressed in such Note or the applicable redemption date. ARTICLE IX. CONCERNING THE TRUSTEE SECTION 9.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. If an Event of Default has occurred (which has not been cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (b) No provisions of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that: (1) prior to the occurrence of any Event of Default and after the curing or waiving of all Events of Default which may have occurred (A) the duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (B) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; (2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer or officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 31 (3) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with Section 8.07 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture. SECTION 9.02. RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise provided in Section 9.01: (a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers' Certificate (unless other evidence in respect thereof is herein specifically prescribed); and any Board Resolution may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; (c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders, pursuant to this Indenture, unless such Noteholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by such exercise; (e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; (f) prior to the occurrence of an Event of Default hereunder and after the curing or waiving of all Events of Default, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, note or other paper or document, unless requested in writing to do so by the Holders of at least a majority in principal amount of the then outstanding Notes; provided that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by this Indenture, the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding; (g) no provision of this Indenture shall require the Trustee to extend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; and (h) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys; provided that the Trustee shall not be liable for the conduct or acts of any such agent or attorney that shall have been appointed in accordance herewith with due care. SECTION 9.03. NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained herein and in the Notes (except in the certificate of authentication) shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of any Notes or the proceeds of any Notes 32 authenticated and delivered by the Trustee in conformity with this Indenture. The Trustee shall not be responsible for recording or filing this Indenture, any supplemental indenture, or any financing or continuation statement in any public office at any time or times. SECTION 9.04. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its individual or other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Authenticating Agent or paying agent. SECTION 9.05. MONEYS TO BE HELD IN TRUST. Subject to Section 5.04, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee may allow and credit to the Company interest on any money received hereunder at such rate, if any, as may be agreed upon by the Company and the Trustee from time to time as may be permitted by law. SECTION 9.06. COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any law in regard to the compensation of a trustee of an express trust), and the Company shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and agents, including any Authenticating Agents, and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. The Company also covenants to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability. The obligations of the Company under this Section 9.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of any particular Notes. SECTION 9.07. OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the administration of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to the taking, suffering or omitting of any action hereunder, such matter (unless other evidence in respect thereof is herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers' Certificate delivered to the Trustee, and such Officers' Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under this Indenture in reliance thereon. SECTION 9.08. CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject to and shall comply with the provisions of Section 310 of the TIA; provided that, to the extent permitted by law, Boatmen's First National Bank of Oklahoma shall not be deemed to have a conflicting interest for purposes of Section 310(b) of the TIA because of its capacity as trustee under the First Mortgage. Nothing in this Indenture shall be deemed to prohibit the Trustee or the Company from making any application permitted pursuant to such section. SECTION 9.09. EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all times be a Trustee hereunder which Trustee shall at all times be a corporation organized and doing business under the laws of the United States or any State thereof or of the District of Columbia (or a corporation or other Person permitted to act as trustee by the Commission), subject to supervision or examination by such bodies and authorized under such laws to exercise corporate trust powers and having a combined capital and surplus of at least $150,000,000. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid authority, then for the purposes of 33 this Section 9.09, the combined capital and surplus shall be deemed to be as set forth in its most recent report of condition so published. No obligor upon the Notes or Person directly or indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with this Section 9.09, the Trustee shall resign immediately in the manner and with the effect specified in Section 9.10 hereof. SECTION 9.10. RESIGNATION OR REMOVAL OF TRUSTEE. (a) Pursuant to the provisions of this Article, the Trustee may at any time resign and be discharged of the trusts created by this Indenture by giving written notice to the Company specifying the day upon which such resignation shall take effect, and such resignation shall take effect immediately upon the later of the appointment of a successor trustee and such day. (b) Any Trustee may be removed at any time by an instrument or concurrent instruments in writing filed with such Trustee and signed and acknowledged by the Holders of a majority in principal amount of the then outstanding Notes or by their attorneys in fact duly authorized. (c) So long as no Event of Default has occurred and is continuing, and no event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would become an Event of Default, the Company may remove any Trustee upon written notice to the Holder of each Note outstanding and the Trustee. (d) If at any time (1) the Trustee shall cease to be eligible in accordance with Section 9.09 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder for at least six months, (2) the Trustee shall fail to comply with Section 9.08 hereof after written request therefor by the Company or any such Holder, or (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Trustee may be removed forthwith by an instrument or concurrent instruments in writing filed with the Trustee and either: (1) signed by the President or any Vice President of the Company and attested by the Secretary or an Assistant Secretary of the Company; or (2) signed and acknowledged by the Holders of a majority in principal amount of outstanding Notes or by their attorneys in fact duly authorized. (e) Any resignation or removal of the Trustee shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 9.11. SECTION 9.11. APPOINTMENT OF SUCCESSOR TRUSTEE. (a) If at any time the Trustee shall resign or be removed, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. (b) The Company shall provide written notice of its appointment of a Successor Trustee to the Holder of each Note outstanding following any such appointment. (c) If no appointment of a successor Trustee shall be made pursuant to Section 9.11(a) within 60 days after appointment shall be required, any Noteholder or the resigning Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon after such notice, if any, as such court may deem proper and prescribe, appoint a successor Trustee. (d) Any Trustee appointed under this Section 9.11 as a successor Trustee shall be a bank or trust company eligible under Section 9.09 and qualified under Section 9.08. 34 SECTION 9.12. ACCEPTANCE BY SUCCESSOR TRUSTEE. (a) Any successor Trustee appointed as provided in Section 9.11 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it pursuant to Section 9.06, execute and deliver an instrument transferring to such successor Trustee all the rights and powers of the Trustee so ceasing to act, including all right, title, and interest in the Senior Note First Mortgage Bonds. Upon request of any such successor Trustee, the Company shall execute any and all instruments in writing in order more fully and certainly to vest in and confirm to such successor Trustee all such rights and powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or collected by such Trustee to secure any amounts then due it pursuant to Section 9.06. (b) No successor Trustee shall accept appointment as provided in this Section 9.12 unless at the time of such acceptance such successor Trustee shall be qualified under Section 9.08 and eligible under Section 9.09. (c) Upon acceptance of appointment by a successor Trustee as provided in this Section 9.12, the successor Trustee shall mail notice of its succession hereunder to all Holders of Notes as the names and addresses of such Holders appear on the registry books. SECTION 9.13. SUCCESSION BY MERGER, ETC. (a) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided such corporation shall be otherwise qualified and eligible under this Article. (b) If at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificates of the Trustee shall have; provided that the right to adopt the certificate of authentication of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation. SECTION 9.14. LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR. The Trustee shall be subject to, and shall comply with, the provisions of Section 311 of the TIA. SECTION 9.15. AUTHENTICATING AGENT. (a) There may be one or more Authenticating Agents appointed by the Trustee with the written consent of the Company, with power to act on its behalf and subject to the direction of the Trustee in the authentication and delivery of Notes in connection with transfers and exchanges under Sections 2.06, 2.07, 2.08, 2.13, 3.03, and 13.04, as fully to all intents and purposes as though such Authenticating Agents had been expressly authorized by those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery of Notes by any Authenticating Agent 35 pursuant to this Section 9.15 shall be deemed to be the authentication and delivery of such Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust company or other Person of the character and qualifications set forth in Section 9.09. (b) Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which any Authenticating Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if such successor corporation is otherwise eligible under this Section 9.15, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (c) Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time any Authenticating Agent shall cease to be eligible under this Section 9.15, the Trustee may, with the written consent of the Company, appoint a successor Authenticating Agent, and upon so doing shall give written notice of such appointment to the Company and shall mail, in the manner provided in Section 15.10, notice of such appointment to the Holders of Notes. (d) The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services, and the Trustee shall be entitled to be reimbursed for such payments, in accordance with Section 9.06. (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 shall be applicable to any Authenticating Agent. ARTICLE X. CONCERNING THE NOTEHOLDERS SECTION 10.01. ACTION BY NOTEHOLDERS. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate principal amount of the Notes may take any action, the fact that at the time of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by such Noteholders in person or by agent or proxy appointed in writing, (b) by the record of such Noteholders voting in favor thereof at any meeting of Noteholders duly called and held in accordance with Article Eleven hereof, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. SECTION 10.02. PROOF OF EXECUTION BY NOTEHOLDERS. (a) Subject to Sections 9.01, 9.02 and 11.05 hereof, proof of the execution of any instruments by a Noteholder or the agent or proxy for such Noteholder shall be sufficient if made in accordance with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Notes shall be proved by the register for the Notes maintained by the Trustee. (b) The record of any Noteholders' meeting shall be proven in the manner provided in Section 11.06. SECTION 10.03. WHO DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f) and 10.01 hereof, the Company, the Trustee, any paying agent and any Authenticating Agent shall deem the person in whose name any Note shall be registered upon the register for the Notes to be, and shall treat such person as, the absolute owner of such Note (whether or not such Note shall be overdue) for the purpose of receiving payment of or on account of the principal and premium, if any, and interest on such Note, and for all other purposes; and neither the Company nor the Trustee nor any paying agent 36 nor any Authenticating Agent shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon any such Note to the extent of the sum or sums so paid. SECTION 10.04. COMPANY-OWNED NOTES DISREGARDED. In determining whether the Holders of the requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 10.05. REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may be otherwise required in the case of a Global Note by the applicable rules and regulations of the Depositary, at any time prior to the taking of any action by the Holders of the percentage in aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder of a Note, which has been included in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at the corporate trust office of the Trustee and upon proof of ownership as provided in Section 10.02(a), revoke such action so far as it concerns such Note. Except as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders and owners of such Note and of any Notes issued in exchange, substitution or upon registration of transfer therefor, irrespective of whether or not any notation thereof is made upon such Note or such other Notes. SECTION 10.06. RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall solicit from the Noteholders any request, demand, authorization, direction, notice, consent, waiver or other act, the Company may, at its option, by Board Resolution, fix in advance a record date for the determination of Noteholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other act may be given before or after the record date, but only the Noteholders of record at the close of business on the record date shall be deemed to be Noteholders for the purpose of determining whether Holders of the requisite aggregate principal amount of outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other act, and for that purpose the outstanding Notes shall be computed as of the record date; provided that no such request, demand, authorization, direction, notice, consent, waiver or other act by the Noteholders on the record date shall be deemed effective unless it shall become effective pursuant to this Indenture not later than six months after the record date. Any such record date shall be 30 days prior to the date of the solicitation to the Noteholders by the Company. 37 ARTICLE XI. NOTEHOLDERS' MEETING SECTION 11.01. PURPOSES OF MEETINGS. A meeting of Noteholders may be called at any time and from time to time pursuant to this Article Eleven for any of the following purposes: (a) to give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any Event of Default hereunder and its consequences, or to take any other action authorized to be taken by Noteholders pursuant to Article Eight; (b) to remove the Trustee pursuant to Article Nine; (c) to consent to the execution of an indenture or indentures supplemental hereto pursuant to Section 13.02; or (d) to take any other action authorized to be taken by or on behalf of the Holders of any specified aggregate principal amount of the Notes, as the case may be, under any other provision of this Indenture or under applicable law. SECTION 11.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time call a meeting of Holders of Notes to take any action specified in Section 11.01, to be held at such time and at such place as the Trustee shall determine. Notice of every such meeting of Noteholders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given to Holders of the Notes that may be affected by the action proposed to be taken at such meeting in the manner provided in Section 15.10. Such notice shall be given not less than 20 nor more than 90 days prior to the date fixed for such meeting. SECTION 11.03. CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% in aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Noteholders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20 days after receipt of such request, then the Company or such Noteholders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 11.01, by giving notice thereof as provided in Section 11.02. SECTION 11.04. QUALIFICATIONS FOR VOTING. To be entitled to vote at any meetings of Noteholders a Person shall (a) be a Holder of one or more Notes affected by the action proposed to be taken or (b) be a Person appointed by an instrument in writing as proxy by a Holder of one or more such Notes. The only Persons who shall be entitled to be present or to speak at any meeting of Noteholders shall be the Persons entitled to vote at such meeting and their counsel and any representatives of the Trustee and its counsel and any representatives of the Company and its counsel. SECTION 11.05. REGULATIONS. (a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Noteholders in regard to proof of the holding of Notes and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall think fit. (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by the Noteholders as provided in Section 11.03, in which case the Company or Noteholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by the Holders of a majority in aggregate principal amount of the Notes present in person or by proxy at the meeting. 38 (c) Subject to Section 10.04, at any meeting each Noteholder or proxy shall be entitled to one vote for each $1,000 principal amount of Notes held or represented by such Noteholder; provided that no vote shall be cast or counted at any meeting in respect of any Note ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Notes held by such chairman or instruments in writing as aforesaid duly designating such chairman as the person to vote on behalf of other Noteholders. At any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03, the presence of persons holding or representing Notes in an aggregate principal amount sufficient to take action on any business for the transaction for which such meeting was called shall constitute a quorum. Any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03 may be adjourned from time to time by the Holders of a majority in aggregate principal amount of the Notes present in person or by proxy at the meeting, whether or not constituting a quorum, and the meeting may be held as so adjourned without further notice. SECTION 11.06. VOTING. The vote upon any resolution submitted to any meeting of Noteholders shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes or of their representatives by proxy and the principal amount of Notes held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of such meeting of Noteholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 11.02. The record shall show the aggregate principal amount of the Notes voting in favor of or against any resolution. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by the Trustee and the Trustee shall have the ballots taken at the meeting attached to such duplicate. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 11.07. RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in this Article Eleven shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Noteholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Trustee or to the Holders of Notes under any of the provisions of this Indenture or of the Notes. ARTICLE XII. CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE SECTION 12.01. COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The Company shall not consolidate with or merge into any other corporation or sell, transfer or otherwise convey to any Person all or substantially all of its assets unless the corporation formed by such consolidation or into which the Company is merged or the Person to which all or substantially all of the assets are sold, transferred or otherwise conveyed (a) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium and interest on all of the Notes and the performance of every covenant of this Indenture on the part of the Company to be performed or observed and (b) if such consolidation, merger, transfer, sale or other conveyance occurs prior to the Release Date, shall expressly assume, by an indenture supplemental to the First Mortgage, executed and delivered to the Trustee and the Mortgage Trustee, in form satisfactory to the Trustee and the Mortgage Trustee, the due and punctual payment of the principal of and premium and interest on all of the Senior Note First Mortgage Bonds and the performance of every covenant of the First Mortgage on the part of the Company to be performed or observed. For purposes of this Article Twelve, the phrase "ALL OR 39 SUBSTANTIALLY ALL OF ITS ASSETS" shall mean 50% or more of the total assets of the Company as shown on the balance sheet as of the end of the calendar year immediately preceding the day of the year in which such determination is made and nothing in this Indenture shall prevent or hinder the Company from selling, transferring or otherwise conveying during any calendar year (in one transaction or a series of transactions) less than 50% of the amount of its total assets as shown on the balance sheet of the Company as of the end of the immediately preceding calendar year. SECTION 12.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or merger, or any sale, transfer or conveyance of all or substantially all of the assets of the Company in accordance with Section 12.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor corporation had been named as the Company herein and the Company shall be released from all obligations hereunder. ARTICLE XIII. SUPPLEMENTAL INDENTURES SECTION 13.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS. (a) The Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for one or more of the following purposes: (1) to make such provision in regard to matters or questions arising under this Indenture as may be necessary or desirable, and not inconsistent with this Indenture or prejudicial to the interests of the Holders for the purpose of supplying any omission, curing any ambiguity, or curing, correcting or supplementing any defective or inconsistent provision; (2) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Note outstanding created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision or such change or elimination is applicable only to Notes issued after the effective date of such change or elimination; (3) to establish the form of Notes as permitted by Section 2.01 or to establish or reflect any terms of any Note determined pursuant to Section 2.05 hereof; (4) to evidence the succession of another corporation to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Notes; (5) to grant to or confer upon the Trustee for the benefit of the Holders any additional rights, remedies, powers or authority; (6) to permit the Trustee to comply with any duties imposed upon it by law; (7) to specify further the duties and responsibilities of, and to define further the relationships among the Trustee, any Authenticating Agent and any paying agent; (8) to add to the covenants of the Company for the benefit of the Holders, to add to the security for the Notes or to surrender a right or power conferred on the Company herein; and (9) to make any other change that is not prejudicial to the Trustee or the Holders. (b) The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations which may be 40 therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise. (c) Any supplemental indenture authorized by this Section 13.01 may be executed by the Company and the Trustee without the consent of the Holders of any of the Notes at the time outstanding, notwithstanding any of the provisions of Section 13.02. SECTION 13.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. (a) With the consent (evidenced as provided in Section 10.01 hereof) of the Holders of a majority in aggregate principal amount of the Notes at the time outstanding, the Company, when authorized by Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Noteholders; provided that no such supplemental indenture shall: (1) change the maturity date of any Note, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or change the coin or currency in which the principal of any Note or any premium or interest thereon is payable, or change the date on which any Note may be redeemed or adversely affect the rights of the Noteholders to institute suit for the enforcement of any payment of principal of or any premium or interest on any Note, or impair the security interest hereunder in the Senior Note First Mortgage Bonds, or prior to the Release Date, reduce the principal amount of Senior Note First Mortgage Bonds securing the Notes to an amount less than the principal amount of the Notes or alter the payment provisions of such Senior Note First Mortgage Bonds in a manner adverse to the Holders of the Notes, in each case without the consent of the Holder of each Note so affected; or (2) modify this Section 13.02(a) or reduce the aforesaid percentage of Notes, the Holders of which are required to consent to any such supplemental indenture or to reduce the percentage of Notes, the Holders of which are required to waive Events of Default, in each case, without the consent of the Holders of all of the Notes then outstanding. (b) Upon the request of the Company, accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. (c) It shall not be necessary for the consent of the Holders of Notes under this Section 13.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. (d) Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to this Section 13.02, the Trustee shall give notice in the manner provided in Section 15.10, setting forth in general terms the substance of such supplemental indenture, to all Noteholders. Any failure of the Trustee to give such notice or any defect therein shall not, however, in any way impair or affect the validity of any such supplemental indenture. SECTION 13.03. COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURES. Any supplemental indenture executed pursuant to this Article Thirteen shall comply with the TIA. Upon the execution of any supplemental indenture pursuant to this Article Thirteen, the Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the 41 Trustee, the Company and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 13.04. NOTATION ON NOTES. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article Thirteen may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as approved by the Trustee and the Board of Directors with respect to any modification of this Indenture contained in any such supplemental indenture may be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for the Notes then outstanding. SECTION 13.05. EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED TRUSTEE. The Trustee, subject to Sections 9.01 and 9.02, may receive an Officers' Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article XIII. ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS SECTION 14.01. INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No recourse for the payment of the principal of or any premium or interest on any Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company, contained in this Indenture or in any supplemental indenture, or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of the Notes. ARTICLE XV. MISCELLANEOUS PROVISIONS SECTION 15.01. PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the covenants, stipulations, promises and agreements made by the Company in this Indenture shall bind its successors and assigns whether so expressed or not. SECTION 15.02. OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation that shall at the time be the lawful successor of the Company. SECTION 15.03. NOTICES. (a) Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Noteholders on the Company may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Company with the Trustee) at the principal executive offices of the Company, to the attention of the Secretary. Any notice, direction, request or demand by any Noteholder, the Company or the Mortgage 42 Trustee to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the corporate trust office of the Trustee, Attention: . (b) The Company shall provide any notices required under this Indenture by publication, but only to the extent that such publication is required by the TIA, the rules and regulations of the Commission or any securities exchange upon which any series of Notes is listed. SECTION 15.04. GOVERNING LAW. This Indenture and each Note shall be deemed to be a contract made under the laws of the State of Oklahoma, and for all purposes shall be construed in accordance with the laws of said State. SECTION 15.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. (a) Upon any application or demand by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. (b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates delivered pursuant to Section 6.06 hereof) shall include (1) a statement that each Person making such certificate or opinion has read such covenant or condition and the definitions relating thereto; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (3) a statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of each such Person, such condition or covenant has been complied with. (c) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. (d) Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such certificate or opinion is based are erroneous. Any such certificate or opinion of counsel delivered under the Indenture may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such person knows, or in the exercise of reasonable care should know, that the certificate or opinion of representations with respect to such matters are erroneous. Any opinion of counsel delivered hereunder may contain standard exceptions and qualifications satisfactory to the Trustee. (e) Any certificate, statement or opinion of any officer of the Company, or of counsel, may be based, insofar as it relates to accounting matters, upon a certificate or opinion of or representations by an independent public accountant or firm of accountants, unless such officer or counsel, as the case may be, knows that the certificate or opinions or representations with respect to the accounting matters upon which the certificate, statement or opinion of such officer or counsel may be based as 43 aforesaid are erroneous, or in the exercise of reasonable care should know that the same are erroneous. Any certificate or opinion of any firm of independent public accountants filed with the Trustee shall contain a statement that such firm is independent. (f) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 15.06. BUSINESS DAYS. Unless otherwise provided pursuant to Section 2.05(c), in any case where the date of maturity of the principal of or any premium or interest on any Note or the date fixed for redemption of any Note is not a Business Day, then payment of such principal or any 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 affect as if made on the date of maturity or the date fixed for redemption, 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 the Note is required to be paid. SECTION 15.07. TRUST INDENTURE ACT TO CONTROL. If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the TIA, such required provision of the TIA shall govern. SECTION 15.08. TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and the titles and headings of the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. SECTION 15.09. EXECUTION IN COUNTERPARTS. This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 15.10. MANNER OF MAILING NOTICE TO NOTEHOLDERS. Any notice or demand which by any provision of this Indenture is required or permitted to be given or served by the Trustee or the Company to or on the Holders of Notes, as the case may be, shall be given or served by first-class mail, postage prepaid, addressed to the Holders of such Notes at their last addresses as the same appear on the register for the Notes referred to in Section 2.06, and any such notice shall be deemed to be given or served by being deposited in a post office letter box in the form and manner provided in this Section 15.10. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice to any Holder by mail, then such notification to such Holder as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this Indenture to be signed and acknowledged by one of its Vice Presidents, and attested by its Secretary, and Boatmen's 44 First National Bank of Oklahoma has caused this Indenture to be signed and acknowledged by one of its Vice Presidents, and attested by one of its Assistant Secretaries, as of the day and year first written above. OKLAHOMA GAS AND ELECTRIC COMPANY By ------------------------------------ ATTEST: VICE PRESIDENT ------------------------------------ SECRETARY BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE BY ---------------------------------------- VICE PRESIDENT ATTEST: ------------------------------------ ASSISTANT SECRETARY 45 EXHIBIT A FORM OF GLOBAL NOTE PRIOR TO RELEASE DATE 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 CUSIP: NUMBER: 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 Cede & Co. or registered assigns, the principal sum of DOLLARS 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 the 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 A-1 of this Global Note is paid on 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 , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any part of any 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 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, at Maturity or upon redemption, 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 (the "NOTES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of , 199 (the "INDENTURE") between the Company and Boatmen's First National Bank of Oklahoma, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) to which Indenture and all Indentures supplemental thereto reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder 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 $ . Prior to the Release Date (as hereinafter defined), the Notes will be secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS" pledged by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the Trust Indenture, dated as of February 1, 1945, from the Company to Boatmen's First National Bank of Oklahoma, as successor trustee to First Interstate Bank of Oklahoma, N.A.(the "MORTGAGE TRUSTEE"), as supplemented and modified (the "FIRST MORTGAGE") pursuant to the Supplemental Indenture dated . Reference is made to the First Mortgage for a description of property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the first mortgage bonds under the First Mortgage and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note First Mortgage Bonds are secured and the circumstances under which additional first mortgage bonds may be issued. FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN SENIOR NOTE FIRST MORTGAGE BONDS) ISSUED UNDER THE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT OR REDEMPTION (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED TO BE PAID" WITHIN THE MEANING A-2 OF THAT TERM AS USED IN ARTICLE X OF THE FIRST MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF (THE "RELEASE DATE"), THE SENIOR NOTE FIRST MORTGAGE BONDS SHALL CEASE TO SECURE THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE NOTES. Each Note 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. [As applicable, one of the following two sentences: This Global Note may not be redeemed prior to , 19 . This Global Note is not redeemable prior to the Maturity Date set forth on the first page hereof.] [If applicable: On or after , , this Global Note is redeemable in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Global Note shall be at least $100,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption Prices ------------------ -----------------
Notice of redemption will be given by mail to Holders of Notes 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 portion hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.] 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. A-3 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 in exchange for this Global Note, will authenticate and deliver individual Notes 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 (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 in exchange for such Global Note, shall authenticate and deliver, individual Notes 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 or 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. 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. A-4 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. OKLAHOMA GAS AND ELECTRIC COMPANY Dated: By: -------------------------------------- Title: ------------------------------------ Attest: ------------------------------------ Title: ------------------------------------ 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. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE By: --------------------------------------- AUTHORIZED OFFICER A-5 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. A-6 EXHIBIT B FORM OF NOTE PRIOR TO RELEASE DATE REGISTERED REGISTERED OKLAHOMA GAS AND ELECTRIC COMPANY SENIOR NOTE, SERIES CUSIP: PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: NUMBER: 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 DOLLARS on the Maturity Date set forth above, and to pay interest thereon from the Original Issue Date set forth above or from the most recent 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 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 Note is paid in full on 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 (as defined below), 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 , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any 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, further, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (referred to on the reverse hereof), any such interest not so punctually paid or duly provided for will 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 nor fewer than ten days prior to such Special Record Date. Principal, applicable premium and interest due at the maturity of this Note shall be payable in immediately available funds when due upon presentation and surrender of this Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, the City and State of New York. Interest on this Note (other than interest payable at Maturity) shall be paid by check in clearinghouse funds to the Holder as its name appears on the register; provided that if the Trustee receives a written B-1 request from any Holder of Notes, the aggregate principal amount of all of which having the same Interest Payment Date equals or exceeds $10,000,000, on or prior to the applicable Regular Record Date, interest shall be paid by wire transfer of immediately available funds to a bank within the continental United States or by direct deposit into the account of such Holder if such account is maintained with the Trustee or any paying agent. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent by manual signature of an authorized officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. OKLAHOMA GAS AND ELECTRIC COMPANY Dated: By: --------------------------------------- Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- 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. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE By: --------------------------------------- AUTHORIZED OFFICER B-2 [FORM OF REVERSE OF NOTE] OKLAHOMA GAS AND ELECTRIC COMPANY SENIOR NOTE, SERIES This Note is one of a duly authorized issue of Senior Notes, Series (the "NOTES") of the Company issued and to be issued under an Indenture dated as of , 199 (the "INDENTURE") between the Company and Boatmen's First National Bank of Oklahoma, as trustee (the "TRUSTEE", which term includes any successor Trustee under the Indenture) to which Indenture and all Indentures supplemental thereto reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder 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 Note is one of the series designated on the face hereof, limited in aggregate principal amount to $ . Prior to the Release Date (as hereinafter defined), the Notes are secured by first mortgage bonds (the "SENIOR NOTE FIRST MORTGAGE BONDS") PLEDGED BY THE COMPANY TO THE TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF THE NOTES, ISSUED UNDER THE TRUST INDENTURE, DATED AS OF FEBRUARY 1, 1945, FROM THE COMPANY TO BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS SUCCESSOR TRUSTEE TO FIRST INTERSTATE BANK OKLAHOMA, N.A. (THE "MORTGAGE TRUSTEE"), as supplemented and modified (the "FIRST MORTGAGE") pursuant to the Supplemental Indenture dated . Reference is made to the First Mortgage for a description of property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the first mortgage bonds under the First Mortgage and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note First Mortgage Bonds are secured and the circumstances under which additional first mortgage bonds may be issued. FROM AND AFTER SUCH TIME AS ALL FIRST MORTGAGE BONDS (OTHER THAN SENIOR NOTE FIRST MORTGAGE BONDS) ISSUED UNDER THE INDENTURE HAVE BEEN RETIRED THROUGH PAYMENT OR REDEMPTION (INCLUDING THOSE FIRST MORTGAGE BONDS "DEEMED TO BE PAID" WITHIN THE MEANING OF THAT TERM AS USED IN ARTICLE X OF THE FIRST MORTGAGE) AT, BEFORE OR AFTER THE MATURITY THEREOF (THE "RELEASE DATE"), THE SENIOR NOTE FIRST MORTGAGE BONDS SHALL CEASE TO SECURE THE PAYMENT OF THE PRINCIPAL OF AND INTEREST IN THE NOTES. [As applicable, one of the following two sentences: This Note may not be redeemed prior to , 19 . This Note is not redeemable prior to the Maturity Date set forth on the face hereof.] [If applicable: On or after , , this Note is redeemable in whole or in part in increments of $1,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption Prices ------------------ -----------------
Notice of redemption will be given by mail to Holders of Notes 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 Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.] B-3 Interest payments for this 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 the date on which the principal of this Note is required to 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 the date on which the principal of this 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 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 Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor in lieu thereof whether or not notation of such consent or waiver is made upon the Note. 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 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 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, the transfer of this Note is registrable in the Note register. Upon surrender of this Note for registration or transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company in the Borough of Manhattan, the City and State of New York, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note registrar, duly executed by the Holder hereof or the attorney in fact of such Holder duly authorized in writing, one or more new Notes of like tenor and series of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. B-4 The Notes are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor and series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of Oklahoma. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. B-5 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. B-6 EXHIBIT C FORM OF GLOBAL NOTE FOLLOWING RELEASE DATE 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 CUSIP: NUMBER: 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 Cede & Co. or registered assigns, the principal sum of DOLLARS 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 the 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 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 C-1 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 , as the case may be, next preceding such Interest Payment Date; provided, that the first Interest Payment Date for any part of any 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 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 will 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, at Maturity or upon redemption, 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 (the "NOTES", which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of , 199 (herein called the "INDENTURE") between the Company and Boatmen's First National Bank of Oklahoma, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) to which Indenture and all Indentures supplemental thereto reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder 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 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. [As applicable, one of the following two sentences: This Global Note may not be redeemed prior to , . This Global Note is not redeemable prior to the Maturity Date set forth on the first page hereof.] [If applicable: On or after , 19 , this Global Note is redeemable in whole or in part in increments of $1,000 (provided that any remaining principal amount of this Global Note shall be at least $100,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption Prices ------------------ -----------------
C-2 Notice of redemption will be given by mail to Holders of Notes 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 portion hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.] Interest payments for this Global Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In any case where 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. 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, HOWEVER, 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 C-3 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 in exchange for this Global Note, will authenticate and deliver individual Notes 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 (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 in exchange for such Global Note, shall authenticate and deliver, individual Notes 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 or 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. 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. C-4 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. OKLAHOMA GAS AND ELECTRIC COMPANY Dated: By: --------------------------------------- Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- 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. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE By: --------------------------------------- AUTHORIZED OFFICER C-5 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. C-6 EXHIBIT D FORM OF NOTE FOLLOWING RELEASE DATE REGISTERED REGISTERED OKLAHOMA GAS AND ELECTRIC COMPANY SENIOR NOTE, SERIES CUSIP: PRINCIPAL AMOUNT: ORIGINAL ISSUE DATE: MATURITY DATE: INTEREST RATE: NUMBER: 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 DOLLARS on the Maturity Date set forth above, and to pay interest thereon from the Original Issue Date set forth above or from the most recent 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 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 Note is paid in full on 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 (as defined below), 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 , as the case may be, next preceding such Interest Payment Date; provided that the first Interest Payment Date for any 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, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (referred to on the reverse hereof), any such interest not so punctually paid or duly provided for will 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 nor fewer than ten days prior to such Special Record Date. Principal, applicable premium and interest due at the maturity of this Note shall be payable in immediately available funds when due upon presentation and surrender of this Note at the corporate trust office of the Trustee or at the authorized office of any paying agent in the Borough of Manhattan, the City and State of New York. Interest on this Note (other than interest payable at Maturity) shall be paid by check in clearinghouse funds to the Holder as its name appears on the register; provided, that if the Trustee receives a written request from any Holder of Notes, the aggregate principal amount of all of which having the same Interest Payment Date equals or exceeds $10,000,000, on or prior to the applicable Regular Record Date, interest shall D-1 be paid by wire transfer of immediately available funds to a bank within the continental United States or by direct deposit into the account of such Holder if such account is maintained with the Trustee or any paying agent. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH IN FULL ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH IN FULL AT THIS PLACE. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent by manual signature of an authorized officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. OKLAHOMA GAS AND ELECTRIC COMPANY Dated: By: --------------------------------------- Title: -------------------------------------- Attest: ------------------------------------- Title: -------------------------------------- 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. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, AS TRUSTEE By: --------------------------------------- AUTHORIZED OFFICER D-2 [FORM OF REVERSE OF NOTE] OKLAHOMA GAS AND ELECTRIC COMPANY SENIOR NOTE, SERIES This Note is one of a duly authorized issue of Senior Notes, Series (the "NOTES") of the Company issued and to be issued under an Indenture dated as of , (herein called the "INDENTURE") between the Company and Boatmen's First National Bank of Oklahoma, as trustee (herein called the "TRUSTEE", which term includes any successor Trustee under the Indenture) to which Indenture and all Indentures supplemental thereto reference is hereby made for a more complete statement of the respective rights, limitations of rights, duties and immunities thereunder 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 Note is one of the series designated on the face hereof, limited in aggregate principal amount to $ . [As applicable, one of the following two sentences: This Note may not be redeemed prior to , 19 . This Note is not redeemable prior to the Maturity Date set forth on the face hereof.] [If applicable: On or after , , this Note is redeemable in whole or in part in increments of $1,000) at the option of the Company at the following redemption prices (expressed as a percentage of the principal amount to be redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption Prices ------------------ -----------------
Notice of redemption will be given by mail to Holders of Notes 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 Note in part only, a new Note or Notes of like tenor for the unredeemed portion hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.] Interest payments for this Note shall be computed and paid on the basis of a 360-day year of twelve 30-day months. In any case where any Interest Payment Date or the date on which the principal of this Note is required to 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 the date on which the principal of this 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 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 D-3 the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor in lieu thereof whether or not notation of such consent or waiver is made upon the Note. 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, however, 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 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 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, the transfer of this Note is registrable in the Note register. Upon surrender of this Note for registration or transfer at the corporate trust office of the Trustee or such other office or agency as may be designated by the Company in the Borough of Manhattan, the City and State of New York, endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company and the Note registrar, duly executed by the Holder hereof or the attorney in fact of such Holder duly authorized in writing, one or more new Notes of like tenor and series of authorized denominations and for the same aggregate principal amount will be issued to the designated transferee or transferees. The Notes are issuable only in registered form, without coupons, in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor and series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of the Notes for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner thereof for all purposes, whether or not this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of Oklahoma. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. D-4 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. D-5 EX-5.01 6 EX-5.01 Exhibit 5.01 [LETTERHEAD OF RAINEY, ROSS, RICE & BINNS] August 14, 1995 Oklahoma Gas and Electric Company 101 North Robinson Oklahoma City, Oklahoma 73101 Re: $120,000,000 Principal Amount of Securities ------------------------------------------- Gentlemen: We have examined the Form S-3 Registration Statement, dated August 14, 1995 (the "Registration Statement"), of Oklahoma Gas and Electric Company (the "Company"), to which this opinion is an exhibit, for the registration under the Securities Act of 1933, as amended (the "Act"), of an aggregate principal amount of $120,000,000 of (a) First Mortgage Bonds of one or more series (the "Bonds") to be issued under the Trust Indenture dated February 1, 1945 as heretofore supplemented and amended by supplemental trust indentures and a new supplemental trust indenture (the "New Supplemental Indentures") for each series of Bonds all from the Company to Boatmen's First National Bank of Oklahoma, as successor trustee (such Trust Indenture, as supplemented and as to be supplemented, is herein referred to as the "First Mortgage Indenture") and (b) notes or debentures ("Senior Notes") issued under the senior note indenture the form of which is an exhibit to the Registration Statement (the "Senior Note Indenture") between the Company and Boatmen's First National Bank of Oklahoma, as trustee. The Bonds and the Senior Notes are herein referred to collectively as the "Securities". We have examined all records, instruments, and documents which we have deemed necessary for the purposes of this opinion, including the Registration Statement on Form S-3 under the Securities Act of 1933, as amended, relating to the Securities to be filed by the Company pursuant to said Act. Based upon the foregoing and upon our general familiarity with the properties and affairs of the Company, we are of the opinion that: 1. The Company is a validly organized and legally existing corporation, in good standing under the laws of the State of Oklahoma and is authorized to conduct and operate its business as a public utility in the State of Oklahoma. 2. The First Mortgage Indenture, other than the New Supplemental Indentures, is a legal, valid, and binding instrument of the Company. 3. The Senior Note Indenture, when duly executed and delivered by the Company and the Trustee, will be a valid, legal and binding instrument of the Company. 4. When, as and if the Registration Statement on Form S-3, to which this opinion is an exhibit, becomes effective pursuant to the provisions of the Securities Act of 1933, as amended and the Corporation Commission of the State of Oklahoma and the Arkansas Public Service Commission have authorized the issuance and sale of the Securities and (a) with respect to the Bonds, when, as and if the Bonds and one or more New Supplemental Trust Indentures relating thereto have duly authorized, executed, delivered, filed and recorded as required by law, and the consideration for the Bonds duly received by the Company, all in the manner contemplated by the said Registration Statement, and (b) with respect to the Senior Notes, when, as and if the Senior Notes and the Senior Note Indenture have been duly executed and delivered, and the consideration for the Senior Notes duly received by the Company, all in the manner contemplated by the said Registration Statement, the Bonds and the Senior Notes will be legally issued and binding obligations of the Company if issued before January 1, 1997. 5. The statements made in the above-mentioned Registration Statement and in the related Prospectus, purporting to be made or based upon our opinion, correctly set forth our opinion upon said respective matters. Respectfully, RAINEY, ROSS, RICE & BINNS By: /s/ HUGH D. RICE ---------------------------------- EX-12.01 7 EX-12.01 EXHIBIT 12.01 S E C METHOD RATIO OF EARNINGS TO FIXED CHARGES - PRO FORMA
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 12 MOS ENDED DEC 31, 1990 DEC 31, 1991 DEC 31, 1992 DEC 31, 1993 DEC 31, 1994 JUN 30, 1995 ------------ ------------ ------------ ------------ ------------ ------------ Earnings: Net Income $124,123,000 $116,531,000 $ 88,293,000 $104,730,000 $113,795,000 $102,909,000 Plus Income Taxes: Federal Income Taxes 66,043,000 66,959,000 51,462,000 64,646,000 47,841,000 58,648,000 State Income Taxes Federal Deferred Taxes 9,740,000 3,492,000 2,784,000 3,268,000 25,312,000 6,966,000 State Deferred Taxes Invest Tax Credit (5,492,000) (6,173,000) (5,465,000) (5,150,000) (5,150,000) (5,150,000) Taxes (below the line) Plus Fixed Charges 64,431,298 68,642,823 69,134,300 71,323,301 66,080,293 67,227,010 Total Earnings $258,845,298 $249,451,823 $206,208,300 $238,817,301 $247,878,293 $230,600,010 Fixed Charges: Long-term debt interest $ 55,214,000 $ 60,862,000 $ 62,137,000 $ 61,397,000 $ 61,226,000 $ 61,284,000 Amort. Disc & Exp Amort. of Prem. Other interest expense 7,399,000 6,469,000 5,179,000 8,108,000 4,095,000 4,189,000 Calculated int on leased property 1,818,298 1,311,823 1,818,300 1,818,301 759,293 1,754,010 Total Fixed Charges $ 64,431,298 $ 68,642,823 $ 69,134,300 $ 71,323,301 $ 66,080,293 $ 67,227,010 ------------ ------------ ------------ ------------ ------------ ------------ Ratio of Earnings to Fixed Charges 4.02 3.63 2.98 3.35 3.75 3.43 ------------ ------------ ------------ ------------ ------------ ------------
EXHIBIT 12.01 S E C METHOD RATIO OF EARNINGS TO FIXED CHARGES - CONSOLIDATED
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED 12 MOS ENDED DEC 31, 1990 DEC 31, 1991 DEC 31, 1992 DEC 31, 1993 DEC 31, 1994 JUN 30, 1995 ------------ ------------ ------------ ------------ ------------ ------------ Earnings: Net Income $139,198,489 $133,916,063 $ 99,711,896 $114,276,941 $123,785,002 $114,599,878 Plus Income Taxes: Federal Income Taxes 76,105,250 79,838,461 61,325,486 72,002,912 50,129,147 58,785,059 State Income Taxes Federal Deferred Taxes 10,312,041 4,048,063 4,346,477 5,286,443 27,091,426 10,310,010 State Deferred Taxes Invest Tax Credit (5,492,316) (6,173,221) (5,465,406) (5,149,860) (5,149,860) (5,149,860) Taxes (below the line) (1,157,000) (1,006,000) (538,000) 203,000 Plus Fixed Charges 77,343,133 80,308,152 79,144,240 80,945,337 76,346,348 75,810,951 Total Earnings $297,466,597 $290,780,518 $238,056,693 $266,823,773 $272,405,063 $254,356,038 Fixed Charges: Long-term debt interest $ 75,524,835 $ 70,149,325 $ 71,229,786 $ 70,489,577 $ 67,679,872 $ 63,442,244 Amort. Disc & Exp Amort. of Prem. Other interest expense 8,847,004 6,304,194 9,518,839 7,907,183 10,614,697 Calculated int on leased property 1,818,298 1,311,823 1,610,260 936,921 759,293 1,754,010 Total Fixed Charges $ 77,343,133 $ 80,308,152 $ 79,144,240 $ 80,945,337 $ 76,346,348 $ 75,810,951 ------------ ------------ ------------ ------------ ------------ ------------ Ratio of Earnings to Fixed Charges 3.85 3.62 3.01 3.30 3.57 3.36 ------------ ------------ ------------ ------------ ------------ ------------
EX-23.01 8 EX-23.01 EXHIBIT 23.01 CONSENT As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated January 26, 1995, included in the Oklahoma Gas and Electric Company Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this Registration Statement. ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma August 11, 1995 EXHIBIT 23.01 CONSENT We hereby consent to the use of our name in the Registration Statement, including the accompanying Prospectus, of Oklahoma Gas and Electric Company to be filed with the Securities and Exchange Commission and to which this consent is filed as an Exhibit and to the use of our opinion filed as Exhibit 5.01 to the Registration Statement. RAINEY, ROSS, RICE & BINNS By: s/Hugh D. Rice August 14, 1995 EXHIBIT 23.01 CONSENT We hereby consent to the use of our name in the Registration Statement, including the accompanying Prospectus, of Oklahoma Gas and Electric Company to be filed with the Securities and Exchange Commission and to which this consent is filed as an Exhibit. The statement made in said Registration Statement that purports to be made or based upon our opinion correctly sets forth our opinion on such matter. Chisenhall, Nestrud & Julian, P.A. ---------------------------------- August 14, 1995 EXHIBIT 23.01 CONSENT We hereby consent to the use of our name in the Registration Statement, including the accompanying Prospectus, of Oklahoma Gas and Electric Company to be filed with the Securities and Exchange Commission and to which this consent is filed as an Exhibit. GARDNER, CARTON & DOUGLAS ------------------------- August 14, 1995 EX-24.01 9 EX-24.01 EXHIBIT 24.01 POWER OF ATTORNEY WHEREAS, OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation (herein referred to as the "Company") is to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, as amended, a Registration Statement relating to the issuance of and sale of not more than $220,000,000 principal amount of Debt Securities, which may include, if deemed appropriate, $75,000,000 of First Mortgage Bonds previously authorized and registered on registration statement no. 33-32780, (herein, collectively, the "Registration Statement"), and WHEREAS, each of the undersigned holds the office or offices in the Company herein below set opposite his name, respectively: NOW, THEREFORE, each of the undersigned hereby constitutes and appoints J. G. HARLOW, JR., A. M. STRECKER and D. L. YOUNG, and each of them individually, his attorney, with full power to act for him and in his name, place and stead, to sign his name in the capacity or capacities set forth below to the Registration Statement relating to the issuance of an sale of not more than $220,000,000 principal amount of Debt Securities and to any and all amendments (including post-effective amendments) to such Registration Statement, and hereby ratifies and confirms all that said attorney may or shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have hereunto set their hands this 18th day of May 1995. J. G. Harlow, Jr., Chairman and President, Principal /s/ J. G. Harlow, Jr. Executive Officer and Director -------------------------- Herbert H. Champlin, Director /s/ Herbert H. Champlin -------------------------- William E. Durrett, Director /s/ William E. Durrett -------------------------- Martha W. Griffin, Director /s/ Martha W. Griffin -------------------------- Hugh L. Hembree, III, Director /s/ Hugh L. Hembree, III -------------------------- John F. Snodgrass, Director /s/ John F. Snodgrass -------------------------- Bill Swisher, Director /s/ Bill Swisher -------------------------- John A. Taylor, Director /s/ John A. Taylor -------------------------- Ronald H. White, M.D., Director /s/ Ronald H. White -------------------------- A.M. Strecker, Principal Financial Officer /s/ A.M. Strecker -------------------------- D.L. Young, Principal Accounting Officer /s/ D.L. Young -------------------------- STATE OF OKLAHOMA ) )SS COUNTY OF OKLAHOMA ) On the date indicated above, me Shirley Kay Phinney, a Notary Public in and for said County and State, personally appeared the above named directors and officers of OKLAHOMA GAS AND ELECTRIC COMPANY, an Oklahoma corporation, and known to me to be the persons whose names are subscribed to the foregoing instrument, and they severally acknowledged to me that they executed the same as their own free act and deed. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the 18th day of May 1995. /s/ Shirley Kay Phinney -------------------------------------- Notary Public in and for the County of Oklahoma State of Oklahoma My Commission Expires: 3-7-98 EX-25.01 10 EXHIBIT 25.01 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ___ BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA ------------------------------------------------------------------------------- (Exact name of Trustee as specified in its charter) 73-1280339 ------------------------------ --------------------------------------- (State of incorporation if not (I.R.S. Employer Identification No.) a national bank) 211 North Robinson 11 Floor North Tower Oklahoma City, Oklahoma 73102 ------------------------------ --------------------------------------- (Address of Trustee's principal (Zip Code) executive offices) OKLAHOMA GAS AND ELECTRIC COMPANY ------------------------------------------------------------------------------- (Exact name of Obligor as specified in its charter) OKLAHOMA 73-0382390 ------------------------------ --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ------------------------------------------------------------------------------- (Exact name of Obligor as specified in its charter) ------------------------------ --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 North Robinson P.O. Box 321 Oklahoma City, Oklahoma 73101 ------------------------------ --------------------------------------- (Address of principal executive (Zip Code) officers) SENIOR NOTES ------------------------------------------------------------------------------- (Title of the Indenture securities) -2- GENERAL Item 1. General information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Office of Comptroller of Currency 250 E. St. S.W. Washington. D.C. 20219 FDIC 550 17th St. N.W. Washington, D.C. 20429 Federal Reserve Bank 20th St. & Constitution Ave., N.W. Washington, D.C. 20551 To determine compliance with the Bank Holding Company Act of 1956, as amended, and regulations thereunder. Board of Governors Federal Reserve System Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with Obligor and Underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None -3- Item 16. List of Exhibits List below all exhibits filed as a part of this statement of eligibility and qualifications. - Exhibit 1. A copy of articles of association of the trustees as now in effect. - Exhibit 2. A copy of the existing by-laws of the trustee. - Exhibit 3. Certification. - Exhibit 4. The consents of the trustee required by Section 321 (b) of the Act. - Exhibit 5. A copy of the latest report of condition of the trustee published pursuant to the law or the requirements of its supervising or examining authority. -4- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, a corporation organized and existing under the laws of Oklahoma, has duly caused this statement of eligibility and qualifications to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Oklahoma City, and State of Oklahoma on the 14th day of August, 1995. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA TRUSTEE By: /s/ Sue Shipman --------------------------------------------- S. Shipman Vice President EXHIBIT 1 BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA AMENDED ARTICLES OF ASSOCIATION For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following articles of association: FIRST. The title of this association shall be Boatmen's First National Bank of Oklahoma. SECOND. The main office of the association shall be in Oklahoma City, county of Oklahoma, state of Oklahoma. The general business of the association shall be conducted at its main office and its branches. THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of the shareholders at any annual Or special meeting thereof. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the board of directors may be filled by action of the board of directors provided, however, that a majority of the full board of directors may not increase the number of directors to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; and (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefore in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the board of directors. FIFTH. The authorized amount of capital stock of this association shall be 5,115,500 shares of common stock of the par value of Five Dollars ($5.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. SIXTH. The board of directors shall appoint one of its members president of this association, who shall be chairperson of the board, unless the board appoints another director to be the chairperson. The board of directors shall have the power to appoint one or more vice presidents; and to appoint a cashier and such other officers and employees as may be required to transact the business of this association. The board of directors shall have the power to: - Define the duties of the officers and employees of the association. - Fix the salaries to be paid to the officers and employees. - Dismiss officers and employees. - Require bonds from officers and employees and to fix the penalty thereof. - Regulate the manner in which any increase of the capital of the association shall be made. - Manage and administer the business and affairs of the association. - Make all bylaws that it may be lawful for the board to make. - Generally to perform all acts that are legal for a board of directors to perform. SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Oklahoma City, with the approval of the Comptroller of the Currency, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location, with the approval of the Comptroller of the Currency, without the approval of the shareholders. EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States. NINTH. The board of directors of this association, or any one (1) or more shareholders owning, in the aggregate, not less than five percent (5%) of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10 days prior to the date of the meeting to each shareholder of record at his address as shown upon the books of this association. TENTH (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law (as if the Association had been incorporated as a Delaware corporation), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights that such law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Association shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only. if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that if the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation) requires, the payment of such expenses incurred by a director or officer in his or her capacity in which service was or is rendered by such director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this section or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers. NOTWITHSTANDING THE FOREGOING, no person shall be indemnified hereunder by the Association against expenses, penalties, or other payments incurred in an administrative proceeding or action (instituted by an appropriate bank regulatory agency) which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) of this section is not paid in full by the Association within thirty (30) days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting or defending such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Association) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation) for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standards of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met such applicable standard of conduct. (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of stockholders or disinterested directors or otherwise. (d) INSURANCE. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have had the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation); PROVIDED, HOWEVER, that no such insurance shall protect directors, officers or employees against any expense, liability, or loss caused by the issuance of a formal order by an appropriate bank regulatory agency assessing civil money penalties against a bank director or employee. ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. These Articles of Association supersede all prior Articles of Association and to this end all prior Articles of Association are hereby repealed. The foregoing is a true and correct copy of the Articles of Association of Boatmen's First National Bank of Oklahoma as amended as of this date, November 21, 1991. EXHIBIT 2 BYLAWS OF BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA ARTICLE I MEETINGS OF SHAREHOLDER(S) Section 1. ANNUAL MEETING. The annual meeting of the shareholders of this Association for the election of directors and for the transaction of such other business as may come before its meeting shall be held at its banking house or such other places as the Board of Directors may designate, on the fourth Tuesday of March of each year. Notice of such meeting shall be mailed at least ten days prior to the date thereof, addressed to each shareholder at his or her address appearing on the books of the Association; but any failure to mail such notice or any irregularity therein shall not affect the validity of such meeting or of any of the proceedings thereat. If, for any cause, an election of directors is not held on said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable; and notice thereof shall be given in the manner provided by the National Bank Act. Section 2. SPECIAL MEETINGS. The Secretary shall call a special meeting of the shareholder(s), at any time, upon the order of the Board of Directors, or any shareholder, owning in the aggregate not less than 10% of the stock of the Association. Unless otherwise required by law, notice of any special meeting shall be sufficient if mailed not less than ten days before the meeting, to each shareholder at his or her address appearing on the books of the bank. The notice shall state the time, place and purpose of the meeting. Section 3. JUDGES OF ELECTION. Every election of directors at an annual meeting shall be managed by three judges who shall be appointed by the Board of Directors prior to said annual meeting. The Board may appoint any necessary substitutes. The judges shall conduct the election and after the election they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the directors elected. Section 4. QUORUM. A majority of the shares of the outstanding capital stock entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholder(s) unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every matter submitted to the shareholder(s) at any meeting unless otherwise provided by law. 1 Section 5. NOMINATION OF DIRECTORS. Nomination for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of the shareholder(s) called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to the shareholder(s), such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Nominations not made in accordance herewith may, in his or her discretion, be disregarded by the Chairman of the meeting, and upon his or her instructions, the judges of election may disregard all votes cast for each such nominee. ARTICLE 2 DIRECTORS Section 1. NUMBER. The Board of Directors, hereinafter referred to as the Board, shall be composed of not less than five nor more than twenty members. The number of directors to be elected each year at the annual meeting of shareholder(s) shall be determined by a vote of the shareholder(s) at such meeting. Section 2. QUALIFICATION, ELECTION AND TERM OF OFFICE. Directors shall hold qualifying shares of stock of a value meeting the requirements of the National Bank Act and regulations promulgated pursuant thereto. Directors shall be elected at the annual shareholder's(s') meeting or at any special shareholder's(s') meeting, or by the Board to fill vacancies, as provided by law or by these Bylaws, except that no person shall be nominated who shall have attained the age of 72 on or before the meeting at which directors are to be elected, or, who does not have a business or civic activity involving substantial time and executive responsibility. Each director shall take and subscribe his or her oath of office in form and manner required by law before entering upon his or her duties of such director. At each annual election each director shall be elected to hold office for one year and until his or her successor is elected and has qualified, or until his or her death, or until he or she shall resign or shall have become disqualified or shall have been removed from office. Any director who fails to own qualifying stock in the amount and manner provided by the National Bank Act and regulations promulgated pursuant 2 thereto shall be disqualified and, without the necessity of any formal resignation, shall cease to be a director, provided that no action of the Board, based upon the vote or written consent Of such disqualified director, shall be invalidated by reason of such disqualification until notice of such disqualification shall have been served upon or come to the attention of the Board. A maximum of sixteen outside directors, not employed by the Association, may be elected to the Board and each shall be eligible to serve an eight-year term; provided, however, each shall be required to stand for annual re-election. These eight year terms shall be staggered to require the election of at least two new outside directors annually. Any outside director who has served an eight-year term or, in filling a vacancy, completed an eight-year term of another person, is not eligible for re-election to the Board for a period of two years. A maximum of four inside directors, officers of the Association, may be elected to the Board. Each shall not be subject to eight-year terms but each shall be required to stand for annual re-election. Officers of this Association who are otherwise qualified may be elected to the Board. Section 3. ORGANIZATION MEETING. The Secretary, upon receiving the certificate of the judges of the result of the election, shall cause the same to be recorded in the minute book of the Association and shall announce the names of those elected, and the meeting for the organization of the Board shall take place at the banking house immediately after the adjournment of the shareholder's(s') meeting. If, at the time fixed for the meeting of the directors-elect, there shall not be a quorum present, the members present may adjourn from time to time until a quorum is obtained. The first order of business shall be to ascertain that the directors present have taken the oath of office as prescribed by law. Section 4. REGULAR MEETINGS. The Board shall hold a regular meeting at the banking house, without notice on the fourth Thursday of every other month beginning in January at such hour as the Board may see fit. Should the day appointed for the regular meeting fall on a legal holiday or if the meeting cannot be held for any reason, the meeting shall be held at the same time on the next business day, or on such day and at such time as the Chairman of the Board may direct. Section 5. SPECIAL MEETING. Special meetings of the Board may be called at any time by the Chairman of the Board. The Secretary shall call a special meeting of the Board upon the written request of at least three directors. Notice of such meeting shall be received by mail, or given in person or by telephone, not less than twelve hours before the time set for the meeting. Members of the Board may participate in such special 3 meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. Section 6. SPECIAL ACTION BY THE BOARD. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 7. QUORUM. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time to time, and the meeting may be resumed from point of adjournment, without further notice if a quorum is present. Section 8. RETIREMENT OF DIRECTORS. A director shall not be eligible for re-election at the annual meeting of shareholder(s) if the director has reached his or her 72nd birthday, or if the director has retired from his or her principal business association and not replaced it with a business or civic activity involving substantial time and executive responsibility. Further, an inside director shall retire from the Board at the time he or she retires from active service with the Association. Section 9. RESIGNATIONS AND REMOVAL. Any director may resign from the board at any time by giving written notice to the Chairman of the Board or the Secretary of the Association, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed as a director by a vote of at least 3/4 of the whole number of directors; however, no director shall be removed until he or she has first had notice of intent to remove him or her, which notice shall set forth in reasonable detail the reasons for removal, and given an opportunity to be heard with respect to such reasons at a meeting of the Board duly called for such purpose. Notwithstanding anything else contained in this Section 8, a director shall be automatically removed from the board and an immediate vacancy shall be created with no action being required by any board member, upon the occurrence of one of the following events: 1. Criminal conviction of or pleas of guilty or nolo contenders being entered by any board member for (i) an offense constituting a felony under any federal or state law, or (ii) any other crime involving dishonesty or breach of trust; 4 2. Non-attendance by any director of fifty percent (50%) or more of the regular meetings, as described in Section 4 of Article; and 3. Failure to meet the qualifications for a director pursuant to 12 U.S.C. Section 72 and amendments thereto. Section 10. VACANCIES. When any vacancy occurs among the directors, the remaining members of the Board may at any regular or special meeting appoint a director to fill such vacancy. The eligibility of the appointed director for re-election shall be the same as his or her predecessor as established by Section 2 of this Article. Section 11. DIRECTORS' FEES. Fees shall be paid to each outside director as a retainer and for attendance of any meeting of the Board or a Committee of the Board. The amount shall be set by the Board. Section 12. RULES. The Board shall observe the following rules in its meetings, except when the same or any of them may be suspended by unanimous consent of the directors present constituting a majority of the entire Board: 1. All questions on order shall be decided by the Chairman, subject to an appeal to the Board of Directors. 2. The Chairman shall not be entitled to vote on any question except in the event of a tie. 3. If it is requested by any director present, prior to the submission of any motion for vote, the affirmative, negative and abstaining votes of each director shall be recorded in the minutes. 4. No director shall be required to give his reasons for any vote. 5. Any director personally interested in any business shall abstain from voting thereon and such director shall withdraw from the meetings of the Board when it is taken up for consideration if so requested by the presiding officer or any other director. 6. The proceedings of the Board shall be confidential. Section 13. ADVISORY DIRECTORS. The Board or the shareholders may elect, for one year terms, not more than two advisory directors. Except for the power to vote, advisory directors shall be entitled to all the rights and privileges of other directors. Their presence at or absence from a meeting shall not be taken into account in the determination of a quorum. 5 Advisory directors may be more than 72 years of age and need not be actively involved in either a business or a civic activity. The provisions of Section 8 of this Article 2 shall also be applicable to advisory directors. Duties of advisory directors shall be established in each instance by the Executive Committee or, at the discretion of that committee, by the Chairman of the Board. Section 14. BOARD'S SECRETARY. The Board shall elect or the Chairman shall appoint a Secretary to the Board, who shall cause proceedings of the Board to be reduced to writing and placed in the Association's records. ARTICLE 3 COMMITTEES OF THE BOARD Section 1. EXECUTIVE COMMITTEE. During the intervals between the meetings of the Board the general authority of the Board shall be vested in the Executive Committee. Subject to the review of its actions by the Board, the Executive Committee shall decide questions of corporate policy, except that it shall have no power. or authority as to the following: 1. The adoption, amendment, or repeal of the Bylaws; 2. The declaration of dividends; and 3. Any other action proscribed by law or by ruling of a regulatory authority. The Board shall designate at least five, but no more than seven, of its number as an Executive Committee which may meet at stated times or on notice to all by any of its number. However, if the total number of directors is ten or less, the number of directors on the Executive Committee may be designated by the Board, but in no event less than three. The Chairman of the Board shall be a member and Chairman of the Executive Committee. Other officers who serve as directors may also be members, but not in numbers sufficient to constitute a quorum of the full committee. A majority of all members of the Executive Committee shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of such committee. In the absence or disqualification of any member of the Executive Committee, absent objection by any qualified member or members thereof present at any meeting, whether or not a quorum has been constituted, the Chairman of the Executive Committee may 6 invite another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Executive Committee shall provide supervision to the lending function of the Association. This supervision shall include; 1. Assuring compliance with and approving changes to the Association's Loan Policy; 2. Reviewing all credits which have been granted by the Association, since the last meeting of the Executive Committee, which are in excess of the amount specified in the Loan Policy for loans of a particular credit grade. The Chairman of the Executive Committee is authorized to appoint a Secretary, who need not be a member of the Board and such other officers as it may deem necessary or advisable and may make such rules and regulation as it shall deem necessary or advisable, consistent with these Bylaws and resolutions of the Board. The Executive Committee shall meet at least ten times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. Section 2. AUDIT COMMITTEE. The Board shall appoint an Audit Committee consisting of a minimum of two directors, all of whom shall be outside directors. The Audit Committee shall be responsible to ensure that the Association has a strategic audit plan and an efficient and effective audit program, consistent with generally accepted auditing standards. The strategic audit plan and the audit program shall contribute to the goals and objectives of the Association. The Audit Committee shall also fulfill the responsibilities of the Trust Audit Committee as prescribed by regulatory authorities. The Audit Committee shall have authority to employ such assistance in the performance of its duties as it may deem necessary. The Audit Committee shall provide supervision to the Internal Audit Department. This supervision.shall include: 1. Assuring compliance and approving changes to the Association's Audit Policy; 2. Ensuring Internal Audit's independence to freely conduct auditing without management interference; 3. Reviewing results of internal Audit activities, including: a. Action taken by bank management on internal audit recommendations; 7 b. Reports of compliance audits regarding the Association's Code of Conduct; and c. Reports of defalcations made to regulatory authorities. 4. Reviewing the adequacy of the Internal Audit's expense budget and objectives. The Audit Committee shall report significant audit matters on a timely basis to the Board. All reports of internal audits and reports of audits and examinations by outside auditors, regulatory authorities, or First Interstate Bancorp, together with action taken thereon, shall be reviewed by the Audit Committee, with such review noted in the minutes of the Committee. The Audit Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Audit Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 3. TRUST COMMITTEE. The Board shall appoint a Trust Committee to consist of not less than two directors. The Trust Committee shall be responsible to ensure that the Trust Group properly exercises its fiduciary powers on behalf of the Association. The Trust Committee shall provide supervision to the Trust Group. This supervision shall include: 1. Assuring compliance and approving changes to the Association's Trust Policy; 2. Ensuring compliance with laws, regulations and rulings that govern the operations, including: a. The proper acceptance and relinquishment of fiduciary accounts and the proper maintenance of written records of all such accounts; b. The periodic review of all trust accounts to determine the advisability of retaining or disposing of the assets held in each fiduciary account where the Association has investment responsibilities; c. The designation, employment, or retention of legal counsel to pass upon fiduciary matters and to advise the Trust Group; and 8 3. Reviewing the adequacy of the Trust Group's budget and objectives. The Trust Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Trust Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 4. INVESTMENT COMMITTEE. The Board shall appoint an Investment Committee to consist of not less than two directors. The Investment Committee shall be responsible to oversee the investment activities of the Investment Group. The Investment Committee shall provide supervision to the Investment Group. This supervision shall include: 1. Assuring compliance with and approving changes to the Association's Investment Policy; 2. Reviewing reports of investment portfolio transactions; 3. Reviewing both the trading limits and the underwriting risks; 4. Reviewing all new products and services; 5. Reviewing all options, swaps, caps, or other major types of commitments; 6. Reviewing incentive compensation plans; 7. Reviewing the adequacy of the Investment Group's budget and objectives. The Investment Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Investment Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 5. COMMUNITY REINVESTMENT ACT OVERSIGHT COMMITTEE. The Board shall appoint a Community Reinvestment Act Oversight Committee consisting of a minimum of two directors. The Community Reinvestment Act Oversight Committee shall be responsible to ensure the Association complies with the provisions of the Community Reinvestment Act. 9 The Community Reinvestment Act Oversight Committee shall provide supervision to the Community Reinvestment Act Committee. This supervision shall include: 1. Assuring compliance with and approving changes to the Association's Community Reinvestment Act strategic plan; 2. Review and approval of the Association's Community Reinvestment Act Statement and Notice; 3. Reporting all Community Reinvestment Act programs and activities of the Association to the Board of Directors; and 4. Participating in appropriate community activities and functions of the Association. The Community Reinvestment Act Oversight Committee shall meet at least two times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Community Reinvestment Act Oversight Committee shall perform other duties as the Board or the Executive Committee may from time to time assign. Section 6. OTHER COMMITTEES. The Board, the Executive Committee or the Chairman of the Board, may from time to time create and appoint any other committee or committees, whether composed of directors, officers, or employees, with such duties, responsibilities, and authority as may be prescribed by the Board, by the Executive Committee or by the Chairman of the Board. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings. The Board, the Executive Committee, or the Chairman of the Board shall have power to change the members of any such committee, to fill vacancies and to dissolve any such committee at any time. Any committee may appoint one or more sub-committees, of its own members, to advise with such committee, or to apportion the work of such committee. Section 7. QUORUM. A majority of all the members of any Committee shall constitute a quorum for the transaction of business at any meeting. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. In the absence of a quorum a majority of the members present, or if only one member is present, such member, may adjourn any 10 meeting to a day certain or from time to time until a quorum is in attendance. Notice of an adjourned meeting need not be given. ARTICLE 4 OFFICERS Section 1. OFFICERS. The officers of the Association may consist of a Chairman of the Board, a Chief Executive Officer, a Vice Chairman, a President, a Secretary, a Chief Financial Officer, a General Auditor, and one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The Chairman of the Board shall be elected from members of the Board. More than one title may be held by one person and not all titles need to be held. The Board may prescribe the duties of each officer and employee, subject to the provisions of these Bylaws. The Board may also appoint or authorize the Chairman of the Board to appoint a Cashier, a Comptroller, and one or more Assistant Vice Presidents, Assistant Secretaries, Investment officers, Trust Officers, Assistant Trust officers, Audit Officers, Assistant Cashiers and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of this Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the Board or by the Chairman of the Board. Section 2. ELECTIONS, APPOINTMENTS AND REMOVALS. The officers shall be elected by the Board at the annual organizational meeting (the first meeting after the election of the Board) and shall hold office at the pleasure of the Board. Other officers, either in addition to or in place of officers elected at the organizational meeting of the Board, may also be elected by the Board or by the Executive Committee at any regular or special meeting during the year. The Chairman of the Board may appoint members of the staff to the titles of Vice President or any lesser titles which, in the opinion of the Chairman of the Board, are required or desirable for the purpose of filling vacancies or of increasing the number of officers, which appointees shall hold office until the annual organizational meeting of the Board or until their appointment is terminated by the Chairman of the Board or the Board. Notwithstanding anything to the contrary contained in these Bylaws, the authority of the Board of Directors to dismiss officers at pleasure is delegated, without restriction, to the Chairman of the Board, or to an officer who shall have been designated by the Chairman of the Board, who are authorized to remove any officer of equal or lesser corporate title from office, or to appoint an officer to a corporate title in a lower group than that to which 11 the officer was elected by the Board of Directors or the Executive Committee. Section 3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The Chairman of the Board shall be the Chief Executive Officer. The Chairman of the Board shall be a member of the Board and shall preside as Chairman of the Board at meetings of the Board and as Chairman at shareholder's(s') meetings. The Chairman of the Board shall have general executive supervision of the business and affairs of the Association and shall be an ex officio member of all committees, except committees on which officers of the Association are prohibited from serving by the laws of the United States or these Bylaws. During the temporary absence or inability to act of the Chairman of the Board, the Vice Chairman or an officer who shall have been designated by the Chairman of the Board shall perform the duties and have the authority of the Chairman of the Board. In the absence or disability of such officer and if another officer shall have not been designated by the Chairman of the Board, an officer designated by the Board or the Executive Committee shall perform such duties and have such authority. Section 4. VICE CHAIRMAN. The Vice Chairman shall perform such duties as assigned by the Chairman of the Board. The Vice Chairman may preside at meetings of the Board upon request of the Chairman or in the absence of the Chairman of the Board. He shall also serve the Association in an advisory capacity and shall have such other powers and duties as may from time to time be assigned to him by the Board. Section 5. PRESIDENT. The President shall perform such duties as assigned by the Chairman of the Board. The President may preside at meetings of the Board upon request of the Chairman or, in the absence of the Chairman of the Board and Vice Chairman. He shall also serve the Association in an advisory capacity and shall have such other powers and duties as may from time to time be assigned to him by the Board. Section 6. EXECUTIVE VICE PRESIDENTS. The Board or the Executive Committee may elect one or more Executive Vice Presidents, with such accountabilities, responsibilities, and authority as may be prescribed by the Chairman of the Board. In addition to regularly assigned accountabilities and responsibilities, the Executive Vice Presidents shall serve on such committees, represent the Association at such meetings and conventions, and perform such other functions as may be directed by the Chairman of the Board. Section 7. SENIOR VICE PRESIDENTS. The Board or the Executive Committee may elect one or more Senior Vice Presidents, 12 with such accountabilities, responsibilities, and authority as may be prescribed by the Chairman of the Board or other appropriate senior authority. In addition to regularly assigned accountabilities and responsibilities, the Senior Vice Presidents shall serve on such committees, represent the Association at such meetings and conventions, and perform such other functions as may be directed by appropriate senior authority. Section 8. VICE PRESIDENTS. Each Vice President shall have the powers and duties customarily attaching to such office subject to such limitations as the Board may prescribe and shall have such other duties and powers as the Board may designate. Section 9. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholder(s) of the Association and shall give notices required by these Bylaws. He or she shall have custody of the Association's seal, records, documents and papers unless otherwise provided by the Bylaws or by the Board, and he or she shall have such other powers and duties as may from time to time be assigned by the Board including, but not limited to, the duties of the Cashier. Section 10. ASSISTANT SECRETARY. The Board may elect an Assistant Secretary who, in the absence of the Secretary, shall perform the duties of the Secretary. Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be responsible for the efficiency of the operating departments of the Association and it shall be his or her responsibility to maintain an effective control of the Association's operating expenses. The Chief Financial Officer shall be responsible through designated supervisors for the effective operations of other organizational groupings with duties related to the fiscal functions. It shall be his or her duty to report to the Board or the Executive Committee, when requested, on any matter pertaining to the general operations of the Association. Section 12. COMPTROLLER. Under the direction of the Chairman of the Board or the Chief Financial Officer, the Comptroller shall have the powers and duties customarily attached to such office subject to such limitations as the Board may prescribe and shall have such other duties and powers as the Chairman of the Board or Chief Financial Officer may designate. Section 13. GENERAL AUDITOR. The Board shall appoint an Audit Director. The Audit Director, with the concurrence of the Audit Committee, shall develop and implement a strategic audit plan, and an efficient and effective audit program consistent with generally 13 accepted auditing standards. The strategic audit plan shall contribute to the goals and objectives of the Association. Through implementation of the strategic audit plan and the audit program, the Audit Director is responsible for determining and reporting to management and to the Audit Committee: the Association's adherence to policies and procedures; the adequacy and effectiveness of the Association's system of internal controls; the proper recording of the Association's assets, liabilities, income, and expense; and, the Association's compliance with applicable laws and regulations. The Audit Director shall have access to all Association records and personnel necessary for the timely completion of official duties. The Audit Director shall be accountable to the Board through the Audit Committee; for administrative purposes, the Audit Director shall be responsible to the President of the Board. Section 14. CASHIER. Under the direction of the Chairman of the Board or officer acting under the authority of the Chairman of the Board, the Cashier shall be accountable for compliance by the Association with Federal and State statutes and regulations as may be applicable. Section 15. OTHER EMPLOYEES. The Board or the Chairman of the Board may appoint, from time to time, such agents and nonofficer employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salaries to be paid them and dismiss them. Subject to the authority of the Board, the Chairman of the Board, or any other officer of the Association authorized by him, may appoint and dismiss all or any nonofficer employees and prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 16. DUTIES AND BONDS. The accountabilities, responsibilities and authority of the officers shall be as provided by law, or specifically set forth in these Bylaws, or shall be such as have been or may be prescribed and established by the Board or the Executive Committee at any time or from time to time. For officers whose major accountabilities and responsibilities are set forth in these Bylaws, the Chairman of the Board or officer acting under the authority of the Chairman of the Board may, at any time or from time to time, add new or collateral accountabilities and responsibilities to meet the needs of the Association. Accountabilities and responsibilities of officers shall be such as have been set forth in job description summaries prepared and approved in accordance with procedures established by the Chairman of the Board. 14 Authority of officers to sign documents on behalf of the Association shall be prescribed in Article 7 of these Bylaws. When the signatures of two officers are required, a person holding two offices shall act or sign only in his or her capacity as one of such officers. The Board shall provide for such fidelity insurance and surety bonds covering the officers and employees of the Association as it may determine to be prudent and advisable in the interest.of the Association. Section 17. ABSENT OFFICERS. When any officer is absent from the Association, the Chairman of the Board may designate another officer to perform the duties of the absent officer. ARTICLE 5 STOCK AND STOCK CERTIFICATES Section 1. TRANSFERS. Shares of stock shall be transferable only on the books of the Association, subject to the restrictions and provisions of the national banking laws, and a transfer book shall be provided in which all assignments and transfers of stock shall be made. The transfer of stock shall be suspended during shareholder'(s') meetings. Section 2. STOCK CERTIFICATES. Certificates of stock shall be signed by either the Chairman of the Board, the Vice Chairman, the President, or Executive Vice President, and attested by the Secretary, Cashier, Assistant Secretary or Assistant Cashier, and the seal of the Association impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association upon surrender of the.certificate and shall contain the provisions required by statute. ARTICLE 6 CORPORATE SEAL Section 1. IMPRESSION. The following is an impression of the seal adopted by the Board. (SEAL) 15 Section 2. OFFICER'S AUTHORITY. The Chairman of the Board, the Vice Chairman, the President, an Executive Vice President, a Senior Vice President, a Vice-President, an Assistant Vice-President, the Cashier, the General Auditor, the Secretary, an Assistant Cashier, an Assistant Secretary, an Investment officer, a Trust Officer or an Assistant Trust Officer shall have the authority to affix the corporate seal to documents. ARTICLE 7 MISCELLANEOUS PROVISIONS Section 1. RECORDS. The Articles of Association, the Bylaws and the proceedings of all meetings of the shareholder(s), the Board, the Executive Committee and any other committee of the Board, shall be recorded in appropriate minute books. The minutes of each such meeting shall be signed by the Secretary or Assistant Secretary or other officer appointed to act as Secretary of the meeting. Section 2. FISCAL YEAR. The fiscal year of the Association shall be the calendar year. Section 3. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman, the President, or Chairman of the Executive Committee, or any Executive Vice President, or any Senior Vice President, or any Vice President, or the Secretary, or the Cashier, or the Assistant Secretary, or any Investment Officer, or any Assistant Cashier, or if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered, or accepted in behalf of the Association in such other manner and by such other officers as the Board may from time to time direct. The signature of any officer affixed to any deed, mortgage or other instrument affecting real property must be attested by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or by any Assistant Vice President or other senior officer who, for this purpose, is authorized to utilize the title of Assistant Cashier in conjunction with his or her designated title. Section 4. BANKING HOURS. The hours the Association shall be open for business shall be fixed by the Board; provided the Executive Committee, or the Chairman of the Board, may, when in its, or his or her, opinion reasonable cause exists, change the 16 banking hours or close the Association on any particular day or days. Section 5. RANSOM. Any funds paid to accomplish the release, whether or not achieved, of a director, officer, or other employee of the Association (or any members of the family of any of the foregoing) as the result of a ransom demand, shall be considered as an expense by the Association in its efforts to safeguard the lives of any of the above, which the Association considers to be its obligations. In no way shall such funds so paid be considered as remuneration to the person so ransomed, nor to the person receiving the ransom demand. Section 6. EMERGENCIES. The Board shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Association by its directors and officers as contemplated by these Bylaws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article 3 of these Bylaws; and in addition, such Committee shall be empowered to exercise all of the powers reserved to the Trust Committee under Article 3 hereof. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this Section. This bylaw shall be subject to implementation by resolutions of the Board passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary resolutions shall be suspended until a majority of the Board is available to direct the conduct and management of the Association's affairs and business under all of the other provisions of these Bylaws. ARTICLE 8 INSPECTION AND AMENDMENTS Section 1. INSPECTION. A copy of the Bylaws, with all amendments to date, shall at all times be kept at the office of the Association, and shall be open for inspection by all shareholder(s), during banking hours. 17 Section 2. AMENDMENTS. These Bylaws may be amended, repealed, or new bylaws adopted, at any regular meeting of the Board, without prior notice, or at any special meeting called for this purpose, by a vote of the majority of the whole number of directors. ARTICLE 9 These Bylaws supersede all prior Bylaws and to this end all prior Bylaws are hereby repealed. The foregoing seventeen pages are a true and correct copy of the Bylaws of Boatmen's First National Bank of Oklahoma as amended as of this date, July 25, 1991. 18 EXHIBIT 3 CERTIFICATION BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA I, Sam D. Ott, Vice President, General Counsel and Assistant Secretary to the Board of Directors for Boatmen's First National Bank of Oklahoma, do hereby certify that the following assumptions, merger and name changes were effective: JULY 14, 1986 First Interstate Bank of Oklahoma City, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Receiver of The First National Bank and Trust Company of Oklahoma City Merger of Oklahoma National Bank and Trust Company, Oklahoma City, into First Interstate Bank of Oklahoma, N.A. JULY 18, 1986 First Interstate Bank of Oklahoma City, N.A. changed its name to First Interstate Bank of Oklahoma, N.A. NOVEMBER 20, 1986 First Interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Liquidating Agent of Norman Bank of Commerce, Norman, Oklahoma. MARCH 12, 1987 First Interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Liquidating Agent of Expressway Bank, Oklahoma City, Oklahoma. MAY 18, 1989 First interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Receiver of Bank of Edmond, N.A. AUGUST 1, 1991 First Interstate Bank of Oklahoma, N.A. changed its name to Boatmen's First National Bank of Oklahoma MAY 1, 1992 Merger of Founders Bank & Trust Company, Oklahoma City into Boatmen's First National Bank of Oklahoma NOVEMBER 2, 1992 Merger of Security Bank, Tulsa into Boatmen's First National Bank of Oklahoma Merger of First Bank of Catoosa into Boatmen's First National Bank of Oklahoma Executed this 24th day of July 1995. /s/ Sam D. Ott -------------------------------------------- Sam D. Ott (SEAL) [Logo] ------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks ------------------------------------------------------------------------------- Washington, D.C. 20219 August 13, 1986 Mr. James G. Cairns, Jr. First Interstate Bank of Oklahoma City National Association 120 North Robinson Oklahoma City, Oklahoma 73102 Dear Mr. Cairns: This letter is the official certification of the approval of the Comptroller of the Currency for First Interstate Bank of Oklahoma City, National Association, (Charter No. 21296), Oklahoma City, Oklahoma to purchase certain assets and assume certain liabilities of The First National Bank and Trust Company of Oklahoma City, (Charter No. 4862), Oklahoma City, Oklahoma, effective July 14, 1986. Approval is also given to First Interstate Bank of Oklahoma City, National Association, a newly chartered bank, to operate its main office at 120 North Robinson Street, Oklahoma City, Oklahoma (former location of The First National Bank and Trust Company of Oklahoma City. Enclosed is a copy of the decision rendered in connection with this transaction. /s/ Robert L. Clarke -------------------- Robert L. Clarke Comptroller of the Currency Charter No. 21296 [Logo] ------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks ------------------------------------------------------------------------------- Southwestern District Office 500 North Akard, Suite 1600 Dallas, TX 75201-3394 August 9, 1991 The Board of Directors First Interstate Bank of Oklahoma, National Association Attn: Sam D. Ott Post Office Box 25189 Oklahoma City, Oklahoma 73125-0189 Re: Change of Title Application No. 91-SW-04-015 Dear Board Members: This is in response to your letter dated July 25, 1991, notifying this office of a change of title for your bank. The records of the Office have been changed to reflect the change of title of the bank From: First Interstate Bank of Oklahoma, National Association Oklahoma City, Oklahoma To: Boatmen's First National Bank of Oklahoma Effective: August 1, 1991 As a result of the Garn-St. Germain depository Institutions Act of 1982, this Office is no longer responsible for the approval of national bank name changes; nor does it maintain official records on the use of alternate titles. However, national banks are required by 12 CFR 5.42, as amended March 1, 1983, to notify the appropriate District Office of any change of title. Boatmen's First National Bank August 9, 1991 Page 2 The use of other titles or the retention of the rights to any previously used title is the responsibility of the bank's Board of Directors. Legal counsel should be consulted to determine whether or not any title proposed, or previously used, could be challenged by competing institutions under the provisions of Federal or State law. Very truly yours, /s/ Edward M. Graves -------------------- Edward M. Graves Director for Analysis BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA Exhibit 4 August 14, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: The undersigned, Boatmen's First National Bank of Oklahoma, (the "Bank"), has filed a Form T-1 under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), to act as trustee under a trust indenture with Oklahoma Gas and Electric Company. In connection with such filing, the undersigned hereby consents in accordance with Section 321 (b) of the Trust Indenture Act that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. Very truly yours, BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA By: /s/ Sue Shipman -------------------------------- Vice President Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31, 1996 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL ------------------------------------------------------------------------------- /1/ Please refer to page i, Table of Contents, for the required disclosure of estimated burden. [Logo] -------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF $300 MILLION OR MORE--FFIEC 032 REPORT AT THE CLOSE OF BUSINESS June 30, 1995 (950630) --------- (RCRI 9999) This report is required by law: 12 USC Section 324 (State member banks); 12 USC Section 1817 (State nonmember banks); and 12 USC Section 161 (National banks). This report form is to be filed by banks with domestic offices only. Banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities must file FFIEC 031. ------------------------------------------------------------------------------- NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. I, Joe T. Shockley, Jr., President, Tulsa region and C.F.O. (Name and Title of Officer Authorized to Sign Report) of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. /s/ Joe T. Shockley, Jr. -------------------------------------------- Signature of Officer Authorized to Sign Report 7/27/95 -------------------------------------------- Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. NOTE: These instructions may in some cases differ from generally accepted accounting principles. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ ----------------------------------------------- Director (Trustee) /s/ ----------------------------------------------- Director (Trustee) /s/ ----------------------------------------------- Director (Trustee) ------------------------------------------------------------------------------- FOR BANKS SUBMITTING HARD COPY REPORT FORMS: STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal Reserve District Bank. STATE NONMEMBER BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE PROVIDED. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. NATIONAL BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE PROVIDED. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. ------------------------------------------------------------------------------- FDIC Certificate Number 26718 _ _ ---------- | | [RCP 9050] CALL NO. 192 32 06-30-95 CERT: 26718 00021 STBK 40-2545 BOATMEN'S FIRST NATIONAL BANK OF OKL P.O. BOX 25189 OKLAHOMA CITY, OK 73125 | | _ _ Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Page i /2/ Consolidated Reports of Condition and Income for A Bank With Domestic Offices Only and Total Assets of $300 Million or More ------------------------------------------------------------------------------- TABLE OF CONTENTS SIGNATURE PAGE COVER REPORT OF INCOME Schedule RI--Income Statement . . . . . . . . . . . . . . . . . . . .RI-1, 2, 3 Schedule RI-A--Changes in Equity Capital . . . . . . . . . . . . . . . . . .RI-3 Schedule RI-B--Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RI-4, 5 Schedule RI-C--Applicable Income Taxes by Taxing Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RI-5 Schedule RI-E--Explanations . . . . . . . . . . . . . . . . . . . . . . RI-5, 6 REPORT OF CONDITION Schedule RC--Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . RC-1, 2 Schedule RC-A--Cash and Balances Due From Depository Institutions . . . . . . . . . . . . . . . . . . . . . . .RC-3 Schedule RC-B--Securities . . . . . . . . . . . . . . . . . . . . . .RC-3, 4, 5 Schedule RC-C--Loans and Lease Financing Receivables: Part I. Loans and Leases . . . . . . . . . . . . . . . . . . . . . . . RC-6, 7 Part II. Loans to Small Businesses and Small Farms (included in the forms for June 30 only) . . . . . . . . . . . . . . . . . . . . . . . . . . RC-7a, 7b Schedule RC-D--Trading Assets and Liabilities (to be completed only by selected banks) . . . . . . . . . . . . . . . . .RC-8 Schedule RC-E--Deposit Liabilities . . . . . . . . . . . . . . . . . . .RC-9, 10 Schedule RC-F--Other Assets . . . . . . . . . . . . . . . . . . . . . . . RC-11 Schedule RC-G--Other Liabilities . . . . . . . . . . . . . . . . . . . . . RC-11 Schedule RC-K--Quarterly Averages . . . . . . . . . . . . . . . . . . . . RC-12 Schedule RC-L--Off-Balance Sheet Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RC-13, 14, 15 Schedule RC-M--Memoranda . . . . . . . . . . . . . . . . . . . . . . . RC-16, 17 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets . . . . . . . . . . . . . . . . . . RC-18, 19 Schedule RC-O--Other Data for Deposit Insurance Assessments . . . . . . . . . . . . . . . . . . . . . . . RC-20, 21 Schedule RC-R--Risk-Based Capital . . . . . . . . . . . . . . . . . . RC-22, 23 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income . . . . . . . . . . . . . . . . . . . . . . . . RC-24 SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS) Schedule RC-J--Repricing Opportunities (sent only to and to be completed only by savings banks) DISCLOSURE OF ESTIMATED BURDEN The estimated average burden associated with this information collection is 30.7 hours per respondent and is estimated to vary from 15 to 200 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent's activities. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following: Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federal Deposit Insurance Corporation Washington, D.C. 20429 For information or assistance, national and state nonmember banks should contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-1 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 CONSOLIDATED REPORT OF INCOME FOR THE PERIOD JANUARY 1, 1995-JUNE 30, 1995 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. SCHEDULE RI--INCOME STATEMENT --------- 1380 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Interest income: ////////////////// a. Interest and fee income on loans: ////////////////// (1) Loans secured by real estate .......................................................... 4011 18,266 1.a.(1) (2) Loans to finance agricultural production and other loans to farmers ................... 4024 1,444 1.a.(2) (3) Commercial and industrial loans ....................................................... 4012 12,279 1.a.(3) (4) Loans to individuals for household, family, and other personal expenditures: ////////////////// (a) Credit cards and related plans .................................................... 4054 233 1.a.(4)(a) (b) Other ............................................................................. 4055 11,987 1.a.(4)(b) (5) Loans to foreign governments and official institutions ................................ 4056 0 1.a.(5) (6) Obligations (other than securities and leases) of states and political subdivisions in ////////////////// the U.S.: ////////////////// (a) Taxable obligations ............................................................... 4503 0 1.a.(6)(a) (b) Tax-exempt obligations ............................................................ 4504 566 1.a.(6)(b) (7) All other loans ....................................................................... 4058 341 1.a.(7) b. Income from lease financing receivables: ////////////////// (1) Taxable leases ........................................................................ 4505 0 1.b.(1) (2) Tax-exempt leases ..................................................................... 4307 0 1.b.(2) c. Interest income on balances due from depository institutions(1) ........................... 4115 6 1.c. d. Interest and dividend income on securities: ////////////////// (1) U.S. Treasury securities and U.S. Government agency and corporation obligations ....... 4027 8,874 1.d.(1) (2) Securities issued by states and political subdivisions in the U.S.: ////////////////// (a) Taxable securities ................................................................ 4506 0 1.d.(2)(a) (b) Tax-exempt securities ............................................................. 4507 549 1.d.(2)(b) (3) Other domestic debt securities ........................................................ 3657 56 1.d.(3) (4) Foreign debt securities ............................................................... 3658 0 1.d.(4) (5) Equity securities (including investments in mutual funds) ............................. 3659 431 1.d.(5) e. Interest income from assets held in trading accounts ...................................... 4069 0 1.e. f. Interest income on federal funds sold and securities purchased under agreements to resell . 4020 992 1.f. g. Total interest income (sum of items 1.a through 1.f) ...................................... 4107 56,018 1.g. -------------------- -------------- (1) Includes interest income on time certificates of deposit not held for trading.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-2 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI--CONTINUED ------------------ Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 2. Interest expense: ////////////////// a. Interest on deposits: ////////////////// (1) Transaction accounts (NOW accounts, ATS accounts, and ////////////////// telephone and preauthorized transfer accounts) ..................... 4508 2,031 2.a.(1) (2) Nontransaction accounts: ////////////////// (a) Money market deposit accounts (MMDAs) .......................... 4509 4,528 2.a.(2)(a) (b) Other savings deposits ......................................... 4511 792 2.a.(2)(b) (c) Time certificates of deposit of $100,000 or more ............... 4174 2,149 2.a.(2)(c) (d) All other time deposits ........................................ 4512 8,358 2.a.(2)(d) b. Expense of federal funds purchased and securities sold under ////////////////// agreements to repurchase ............................................... 4180 6,524 2.b. c. Interest on demand notes issued to the U.S. Treasury and on ////////////////// other borrowed money ................................................... 4185 1,195 2.c. d. Interest on mortgage indebtedness and obligations under ////////////////// capitalized leases ..................................................... 4072 0 2.d. e. Interest on subordinated notes and debentures .......................... 4200 0 2.e. f. Total interest expense (sum of items 2.a through 2.e) .................. 4073 25,577 2.f. ----------------------- 3. Net interest income (item 1.g minus 2.f) .................................. ////////////////// RIAD 4074 30,441 3. ----------------------- 4. Provisions: ////////////////// ----------------------- a. Provision for loan and lease losses .................................... ////////////////// RIAD 4230 2,175 4.a. b. Provision for allocated transfer risk .................................. ////////////////// RIAD 4243 0 4.b. ----------------------- 5. Noninterest income: ////////////////// a. Income from fiduciary activities ....................................... 4070 736 5.a. b. Service charges on deposit accounts .................................... 4080 7,631 5.b. c. Trading gains (losses) and fees from foreign exchange ////////////////// transactions ........................................................... 4075 0 5.c. d. Other foreign transaction gains (losses) ............................... 4076 15 5.d. e. Other gains (losses) and fees from trading assets and liabilities ...... 4077 0 5.e. f. Other noninterest income: ////////////////// (1) Other fee income ................................................... 5407 2,855 5.f.(1) (2) All other noninterest income* ...................................... 5408 1,104 5.f.(2) ----------------------- g. Total noninterest income (sum of items 5.a through 5.f) ................ ////////////////// RIAD 4079 12,341 5.g. 6. a. Realized gains (losses) on held-to-maturity securities ................. ////////////////// RIAD 3521 0 6.a. b. Realized gains (losses) on available-for-sale securities ............... ////////////////// RIAD 3196 0 6.b. ----------------------- 7. Noninterest expense: ////////////////// a. Salaries and employee benefits ......................................... 4135 9,424 7.a. b. Expenses of premises and fixed assets (net of rental income) ////////////////// (excluding salaries and employee benefits and mortgage interest) ....... 4217 3,798 7.b. c. Other noninterest expense* ............................................. 4092 15,258 7.c. ----------------------- d. Total noninterest expense (sum of items 7.a through 7.c) ............... ////////////////// RIAD 4093 28,480 7.d. ----------------------- 8. Income (loss) before income taxes and extraordinary items and other ////////////////// ----------------------- adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) . ////////////////// RIAD 4301 12,127 8. 9. Applicable income taxes (on item 8) ....................................... ////////////////// RIAD 4302 1,426 9. ----------------------- 10. Income (loss) before extraordinary items and other adjustments ////////////////// ----------------------- (item 8 minus 9) .......................................................... ////////////////// RIAD 4300 7,701 10. ----------------------- 11. Extraordinary items and other adjustments: ////////////////// a. Extraordinary items and other adjustments, gross of income ////////////////// taxes* ................................................................. 4310 0 11.a. b. Applicable income taxes (on item 11.a)* ................................ 4315 0 11.b. c. Extraordinary items and other adjustments, net of income taxes ////////////////// ----------------------- (item 11.a minus 11.b) ................................................. ////////////////// RIAD 4320 0 11.c. 12. Net income (loss) (sum of items 10 and 11.c) .............................. ////////////////// RIAD 4340 7,701 12. -------------------------------------------- -------------- *Describe on Schedule RI-E--Explanations.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-3 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI--CONTINUED ---------- 1381 (- ---------------- Memoranda Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired ////////////////// after August 7, 1986, that is not deductible for federal income tax purposes ................ 4513 98 M.1. 2. Income from the sale and servicing of mutual funds and annuities (included in ////////////////// Schedule RI, item 8) ........................................................................ 8431 0 M.2. 3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b. above ... 4309 0 M.3. 4. Number of full-time equivalent employees on payroll at end of current period //// Number (round to nearest whole number) ............................................................. 4150 442 M.4. 5-6. Not applicable. ////////////////// 7. If the reporting bank has restated its balance sheet as a result of applying push down //// MM DD YY accounting this calendar year, report the date of the bank's acquisition ..................... 9106 00/00/00 M.7. 8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) ////////////////// (included in Schedule RI, items 5.c and 5.e): ////////////////// a. Interest rate exposures .................................................................. 8757 0 M.8.a. b. Foreign exchange exposures ............................................................... 8758 0 M.8.b. c. Equity security and index exposures ...................................................... 8759 0 M.8.c. d. Commodity and other exposures ............................................................ 8760 0 M.8.d. 9. Impact on income of off-balance sheet derivatives held for purposes other than trading: ////////////////// a. Net increase (decrease) to interest income ............................................... 8761 (292) M.9.a. b. Net (increase) decrease to interest expense .............................................. 8762 0 M.9.b. c. Other (noninterest) allocations .......................................................... 8763 0 M.9.c. --------------------
SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL Indicate decreases and losses in parentheses.
---------- 1383 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Total equity capital originally reported in the December 31, 1994, Reports of ////////////////// Condition and Income ........................................................................ 3215 169,300 1. 2. Equity capital adjustments from amended Reports of Income, net* ............................. 3216 0 2. 3. Amended balance end of previous calendar year (sum of items 1 and 2) ........................ 3217 169,300 3. 4. Net income (loss) (must equal Schedule RI, item 12) ......................................... 4340 7,701 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net .......................... 4346 0 5. 6. Changes incident to business combinations, net .............................................. 4356 0 6. 7. LESS: Cash dividends declared on preferred stock ............................................ 4470 0 7. 8. LESS: Cash dividends declared on common stock ............................................... 4460 1,325 8. 9. Cumulative effect of changes in accounting principles from prior years* (see instructions ////////////////// for this schedule) .......................................................................... 4411 0 9. 10. Corrections of material accounting errors from prior years*(see instructions for this schedule) 4412 0 10. 11. Change in net unrealized holding gains (losses) on available-for-sale securities ............ 8433 3,696 11. 12. Other transactions with parent holding company* (not included in item 5, 7, or 8 above) ..... 4415 (1,814) 12. 13. Total equity capital end of current period (sum of items 3 through 12) (must equal ////////////////// Schedule RC, item 28) ....................................................................... 3210 177,558 13. -------------------- -------------- *Describe on Schedule RI-E--Explanations.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-4 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES AND CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES ---------- 1386 (- Part I excludes charge-offs and recoveries through the ----------------------------------------- allocated transfer risk reserve. (Column A) (Column B) Charge-offs Recoveries ----------------------------------------- Calendar year-to-date ----------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Loans secured by real estate: ////////////////// ////////////////// a. To U.S. addressees (domicile) ....................................... 4651 0 4661 0 1.a. b. To non-U.S. addressees (domicile) ................................... 4652 0 4662 0 1.b. 2. Loans to depository institutions and acceptances of other banks: ////////////////// ////////////////// a. To U.S. banks and other U.S. depository institutions ................ 4653 0 4663 0 2.a. b. To foreign banks .................................................... 4654 0 4664 0 2.b. 3. Loans to finance agricultural production and other loans to farmers .... 4655 0 4665 0 3. 4. Commercial and industrial loans: ////////////////// ////////////////// a. To U.S. addressees (domicile) ....................................... 4645 527 4617 271 4.a. b. To non-U.S. addressees (domicile) ................................... 4646 0 4618 0 4.b. 5. Loans to individuals for household, family, and other personal ////////////////// ////////////////// expenditures: ////////////////// ////////////////// a. Credit cards and related plans ...................................... 4656 0 4666 0 5.a. b. Other (includes single payment, installment, and all student loans) . 4657 2,091 4667 598 5.b. 6. Loans to foreign governments and official institutions ................. 4643 0 4627 0 6. 7. All other loans ........................................................ 4644 0 4628 0 7. 8. Lease financing receivables: ////////////////// ////////////////// a. Of U.S. addressees (domicile) ....................................... 4658 0 4668 0 8.a. b. Of non-U.S. addressees (domicile) ................................... 4659 0 4669 0 8.b. 9. Total (sum of items 1 through 8) ....................................... 4635 2,618 4605 869 9. ----------------------------------------- ----------------------------------------- (Column A) (Column B) Charge-offs Recoveries ----------------------------------------- Memoranda Calendar year-to-date ----------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1.-3. Not applicable. ////////////////// ////////////////// 4. Loans to finance commercial real estate, construction, and land ////////////////// ////////////////// development activities (not secured by real estate) included in ////////////////// ////////////////// Schedule RI-B, part I, items 4 and 7, above ............................ 5409 0 5410 0 M.4. 5. Loans secured by real estate (sum of Memorandum items 5.a through 5.e ////////////////// ////////////////// must equal sum of Schedule RI-B, part I, items 1.a and 1.b, above): ////////////////// ////////////////// a. Construction and land development ................................... 3582 0 3583 0 M.5.a. b. Secured by farmland ................................................. 3584 0 3585 0 M.5.b. c. Secured by 1-4 family residential properties: ////////////////// ////////////////// (1) Revolving, open-end loans secured by 1-4 family residential ////////////////// ////////////////// properties and extended under lines of credit ................... 5411 0 5412 0 M.5.c.(1) (2) All other loans secured by 1-4 family residential properties .... 5413 0 5414 0 M.5.c.(2) d. Secured by multifamily (5 or more) residential properties ........... 3588 0 3589 0 M.5.d. e. Secured by nonfarm nonresidential properties ........................ 3590 0 3591 0 M.5.e. -----------------------------------------
6
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-5 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-B--CONTINUED PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ........ 3124 19,356 1. 2. Recoveries (must equal part I, item 9, column B above) ....................................... 4605 869 2. 3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................ 4635 2,618 3. 4. Provision for loan and lease losses (must equal Schedule RI, item 4.a) ....................... 4230 2,175 4. 5. Adjustments* (see instructions for this schedule) ............................................ 4815 0 5. 6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, ////////////////// item 4.b) .................................................................................... 3123 19,782 6. -------------------- -------------- *Describe on Schedule RI-E--Explanations.
SCHEDULE RI-C--APPLICABLE INCOME TAXES BY TAXING AUTHORITY
---------- Schedule RI-C is to be reported with the December Report of Income. 1389 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Federal ...................................................................................... 4780 N/A 1. 2. State and local .............................................................................. 4790 N/A 2. 3. Foreign ...................................................................................... 4795 N/A 3. 4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ........... 4770 N/A 4. ----------------------------- 5. Deferred portion of item 4 ........................................ RIAD 4772 N/A ////////////////// 5. -------------------------------------------------
SCHEDULE RI-E--EXPLANATIONS Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
---------- 1395 (- ------------------ Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. All other noninterest income (from Schedule RI, item 5.f.(2)) ////////////////// Report amounts that exceed 10% of Schedule RI, item 5.f.(2): ////////////////// a. Net gains on other real estate owned ...................................................... 5415 0 1.a. b. Net gains on sales of loans ............................................................... 5416 328 1.b. c. Net gains on sales or premises and fixed assets............................................ 5417 0 l.c. Itemize and describe the three largest other amounts that exceed 10% of ////////////////// Schedule RI, item 5.f.(2): ////////////////// ------------- d. TEXT 4461 Recognition of prior period excess income 4461 183 1.d. --------------------------------------------------------------------------------------------- e. TEXT 4662 4662 1.e. --------------------------------------------------------------------------------------------- f. TEXT 4663 4663 1.f. -----------------------------------------------------------------------------------------------------------------
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-8545 FFIEC 032 Address: 211 N Robinson Page RI-6 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-E--CONTINUED -------------- Year-to-date ----------------------------------------------------------------------------------------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 2. Other noninterest expense (from Schedule RI, item 7.c): ////////////////// a. Amortization expense of intangible assets................................................... 4531 2,582 2.a. Report amounts that exceed 10% of Schedule RI, item 7.c: ////////////////// b. Net Losses on other real estate owned....................................................... 5418 0 2.b. c. Net Losses on sales of loans................................................................ 5419 0 2.c. d. Net Losses on sales of premises and fixed assets............................................ 5420 0 2.d. Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, item 7.c:////////////////// --------- e. TEXT 4464 Data Processing expense 4464 6,196 2.e. -------------------------------------------------------------------------------------------- f. TEXT 4467 Bank examination assessments 4467 1,536 2.f. -------------------------------------------------------------------------------------------- g. TEXT 4468 4468 2.g. -------------------------------------------------------------------------------------------- 3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable ///////////////// income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary ///////////////// items and other adjustments): ///////////////// --------- a. (1) TEXT 4469 4469 3.a.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4486 ///////////////// 3.a.(2) --------- ---------------------- b. (1) TEXT 4487 4487 3.b.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4488 //////////////// 3.b.(2) --------- ---------------------- c. (1) TEXT 4489 4489 3.c.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4491 /////////////// 3.c.(2) ---------------------- 4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2) /////////////// (itemize and describe all adjustments): /////////////// --------- a. TEXT 4492 4492 4.a. ____________________________________________________________________________________________ b. TEXT 4493 4493 4.b. -------------------------------------------------------------------------------------------- 5. Cumulative effect of changes in accounting principles from prior years /////////////// (from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): /////////////// ---------- a. TEXT 4494 4494 5.a. -------------------------------------------------------------------------------------------- b. TEXT 4495 4495 5.b. -------------------------------------------------------------------------------------------- 6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10) /////////////// (itemize and describe all corrections): /////////////// --------- a. TEXT 4496 4496 6.a. ------------------------------------------------------------------------------------------- b. TEXT 4497 4497 6.b. ------------------------------------------------------------------------------------------- 7. Other transactions with parent holding company (from Schedule RI-A, item 12) /////////////// (itemize and describe all such transactions): /////////////// --------- a. TEXT 4498 Dividend fixed assets 4498 (1,814) 7.a. ------------------------------------------------------------------------------------------- b. TEXT 4499 4499 7.b. ------------------------------------------------------------------------------------------- 8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5) /////////////// (itemize and describe all adjustments): /////////////// --------- a. TEXT 4521 4521 8.a. ------------------------------------------------------------------------------------------- b. TEXT 4522 4522 8.b. ---------------------------------------------------------------------------------------------------------------- 9. Other explanations (the space below is provided for the bank to briefly describe, at its 1398 1399 (- option, any other significant items affecting the Report of Income): No comment /x/ (RIAD 4769) Other explanations (please type or print clearly): (TEXT 4769)
8
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N Robinson Page RC-1 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET ---- C300 (- ----------------- Dollar Amounts in Thousands RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- ASSETS ///////////////// 1. Cash and balances due from depository institutions (from Schedule RC-A): ///////////////// a. Noninterest-bearing balances and currency and coin (1)..................................... 0081 163,361 1.a. b. Interest-bearing balances (2).............................................................. 0071 0 1.b. 2. Securities: ///////////////// a. Held-to-maturity securities (from Schedule RC-B, column A)................................. 1754 153,246 2.a. b. Available-for-sale securities (from Schedule RC-B, column D)............................... 1773 168,796 2.b. 3. Federal funds sold and securities purchased under agreements to resell: ///////////////// a. Federal funds sold......................................................................... 0276 60,069 3.a. b. Securities purchased under agreements to resell............................................ 0277 0 3.b. 4. Loans and Lease financing receivables: ///////////////// ---------------------------- a. Loans and Leases, net of unearned income (from Schedule RC-C) RCON 2122 1,060,055 ///////////////// 4.a. b. LESS: Allowance for loan and lease losses................... RCON 3123 19,360 ///////////////// 4.b. c. LESS: Allocated transfer risk reserve....................... RCON 3128 0 ///////////////// 4.c. ---------------------------- d. Loans and Leases, net of unearned income, ///////////////// allowance, and reserve (item 4.a minus 4.b and 4.c)........................................ 2125 1,016,334 4.d. 5. Trading assets (from Schedule RC-D)........................................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases)...................................... 2145 28,034 6. 7. Other real estate owned (from Schedule RC-M)................................................. 2150 1,963 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)...... 2130 1 8. 9. Customers' Liability to this bank on acceptances outstanding.................................. 2155 179 9. 10.Intangible assets (from Schedule RC-M)........................................................ 2143 44,652 10. 11.Other assets (from Schedule RC-F)............................................................. 2160 43,611 11. 12.Total assets (sum of items 1 through 11)...................................................... 2170 1,680,246 12. ------------------ -------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.
9
------------------ Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-2 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC--CONTINUED Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- LIABILITIES ////////////////// 13. Deposits: ////////////////// a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................. 2200 1,293,312 13.a. ---------------------------- (1) Noninterest-bearing (1).................................. RCON 6631 365,944 /////////////////// 13.a.(1) (2) Interest-bearing......................................... RCON 6636 927,368 /////////////////// 13.a.(2) ---------------------------- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs............................. /////////////////// (1) Noninterest-bearing................................................................... /////////////////// (2) Interest-bearing...................................................................... /////////////////// 14. Federal funds purchased and securities sold under agreements to repurchase: /////////////////// a. Federal funds purchased................................................................... 0278 167,674 14.a. b. Securities sold under agreements to repurchase............................................ 0279 0 14.b. 15. a. Demand notes issued to the U.S. Treasury.................................................. 2840 32,098 15.a. b. Trading liabilities (from Schedule RC-D).................................................. 3548 0 15.b. 16. Other Borrowed money: /////////////////// a. With original maturity of one year or less................................................ 2332 0 16.a. b. With original maturity of more than one year.............................................. 2333 1,350 16.b. 17. Mortgage indebtedness and obligations under capitalized leases............................... 2910 0 17. 18. Bank's liability on acceptances executed and outstanding..................................... 2920 179 18. 19. Subordinated notes and debentures............................................................ 3200 0 19. 20. Other liabilities (from Schedule RC-G)....................................................... 2930 8,075 20. 21. Total liabilities (sum of items 13 through 20)............................................... 2948 1,502,688 21. /////////////////// 22. Limited-life preferred stock and related surplus............................................. 3282 0 22. EQUITY CAPITAL /////////////////// 23. Perpetual preferred stock and related surplus................................................ 3838 0 23. 24. Common stock................................................................................. 3230 29,618 24. 25. Surplus (exclude all surplus related to preferred stock)..................................... 3839 128,601 25. 26. a. Undivided profits and capital reserves.................................................... 3632 19,467 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.................... 8434 (128) 26.b. 27. Cumulative foreign currency translation adjustments.......................................... /////////////////// 28. Total equity capital (sum of items 23 through 27)............................................ 3210 177,558 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21,22,28) 3300 1,680,246 29. ------------------- Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the Number most comprehensive level of auditing work performed for the bank by independent external -------------------- auditors as of any date during 1994.......................................................... RCON 6724 N/A M.1. -------------------- 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work -------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits.
10
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-3 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS Exclude assets held for trading. ---- C305 (- ------------------ Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Cash items in process of collection, unposted debits, and currency and coin: ////////////////// a. Cash items in process of collection and unposted debits.................................... 0020 122,755 1.a. b. Currency and coin.......................................................................... 0080 17,045 1.b. 2. Balances due from depository institutions in the U.S.: ///////////////// a. U.S. branches and agencies of foreign banks................................................ 0083 0 2.a. b. Other commercial banks in the U.S. and other depository institutions in the U.S. .......... 0085 9,126 2.b. 3. Balances due from banks in foreign countries and foreign central banks: ///////////////// a. Foreign branches of other U.S. banks....................................................... 0073 0 3.a. b. Other banks in foreign countries and foreign central banks................................. 0074 1 3.b. 4. Balances due from Federal Reserve Banks....................................................... 0090 14,434 4. 5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)........... 0010 163,361 5. ------------------ Memorandum Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Noninterest-bearing balances due from commercial banks in the U.S. ////////////////// (included in items 2.a and 2.b above) ........................................................ 0050 9,126 M.1. ------------------- SCHEDULE RC-B--SECURITIES Exclude assets held for trading. ---- C310 (- ------------------------------------------------------------------------------ Held-to-maturity Available-for-sale ------------------------------------------------------------------------------ (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value(1) -------------------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. U.S. Treasury securities ......... 0211 42,156 0213 41,702 1286 36,733 1287 36,891 1. 2. U.S. Government agency ////////////////// ////////////////// ////////////////// ////////////////// and corporation obligations ////////////////// ////////////////// ////////////////// ////////////////// (exclude mortgage-backed ////////////////// ////////////////// ////////////////// ////////////////// securities): ////////////////// ////////////////// ////////////////// ////////////////// a. Issued by U.S. ////////////////// ////////////////// ////////////////// ////////////////// Government agencies(2) ........ 1289 0 1290 0 1291 0 1293 0 2.a. b. Issued by U.S. ////////////////// ////////////////// ////////////////// ////////////////// Government-sponsored ////////////////// ////////////////// ////////////////// ////////////////// agencies(3) 1297 50,876 1295 50,955 1297 250 1298 229 2.b. -------------------------------------------------------------------------------- -------------- (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D. (2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. (3) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
11
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N Robinson Page RC-4 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-B--CONTINUED ------------------------------------------------------------------------------ Held-to-maturity Available-for-sale ------------------------------------------------------------------------------ (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value(1) -------------------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- 3. Securities issued by states ////////////////// ////////////////// ////////////////// ////////////////// and political subdivisions ////////////////// ////////////////// ////////////////// ////////////////// in the U.S.: ////////////////// ////////////////// ////////////////// ////////////////// a. General obligations .......... 1676 14,914 1677 14,955 1678 0 1679 0 3.a. b. Revenue obligations .......... 1681 4,048 1686 4,183 1690 0 1691 0 3.b. c. Industrial development ////////////////// ////////////////// ////////////////// ////////////////// and similar obligations 1694 0 1695 0 1696 0 1697 0 3.c. 4. Mortgage-backed ////////////////// ////////////////// ////////////////// ////////////////// securities (MBS): ////////////////// ////////////////// ////////////////// ////////////////// a. Pass-through securities: ////////////////// ////////////////// ////////////////// ////////////////// (1) Guaranteed by ////////////////// ////////////////// ////////////////// ////////////////// GNMA ......................... 1698 0 1699 0 1701 48,890 1702 49,038 4.a.(1) (2) Issued by FNMA ////////////////// ////////////////// ////////////////// ////////////////// and FHLMC 1703 6,861 1705 6,857 1706 26,243 1707 25,766 4.a.(2) (3) Other pass-through ////////////////// ////////////////// ////////////////// ////////////////// securities 1709 0 1710 0 1711 0 1713 0 4.a.(3) b. Other mortgage-backed ////////////////// ////////////////// ////////////////// ////////////////// securities (include CMOs, ////////////////// ////////////////// ////////////////// ////////////////// REMICs, and stripped ////////////////// ////////////////// ////////////////// ////////////////// MBS): ////////////////// ////////////////// ////////////////// ////////////////// (1) Issued or guaranteed ////////////////// ////////////////// ////////////////// ////////////////// by FNMA, FHLMC, or GNMA . 1714 32,776 1715 33,103 1716 46,596 1717 46,575 4.b.(1) (2) Collateralized ////////////////// ////////////////// ////////////////// ////////////////// by MBS issued or ////////////////// ////////////////// ////////////////// ////////////////// guaranteed by FNMA ////////////////// ////////////////// ////////////////// ////////////////// FHLMC, or GNMA. . . . . . 1718 0 1719 0 1731 371 1732 376 4.b.(2) (3) All other mortgage- ////////////////// ////////////////// ////////////////// ////////////////// backed securities . . . . 1733 0 1734 0 1735 0 1736 0 4.b.(3) 5. Other debt securities: ////////////////// ////////////////// ////////////////// ////////////////// a. Other domestic debt ////////////////// ////////////////// ////////////////// ////////////////// securities . . . . . . . . . . 1737 1,590 1738 1,389 1739 0 1741 0 5.a. b. Foreign debt ////////////////// ////////////////// ////////////////// ////////////////// securities . . . . . . . . . . 1742 25 1743 25 1744 0 1746 0 5.b. 6. Equity securities: ////////////////// ////////////////// ////////////////// ////////////////// a. Investments in mutual ////////////////// ////////////////// ////////////////// ////////////////// funds. . . . . . . . . . . . . ////////////////// ////////////////// 1747 0 1748 0 6.a. b. Other equity securities ////////////////// ////////////////// ////////////////// ////////////////// with readily determin- ////////////////// ////////////////// ////////////////// ////////////////// able fair values . . . . . . . ///////////////// ///////////////// 1749 0 1751 0 6.b. c. All other equity ////////////////// ////////////////// ////////////////// ////////////////// securities(1). . . . . . . . . ///////////////// ///////////////// 1752 9,921 1753 9,921 6.c. 7. Total (sum of items 1 ////////////////// ////////////////// ////////////////// ////////////////// through 6) (total of ////////////////// ////////////////// ////////////////// ////////////////// column A must equal ////////////////// ////////////////// ////////////////// ////////////////// Schedule RC, item 2.a) ////////////////// ////////////////// ////////////////// ////////////////// (total of column D must ////////////////// ////////////////// ////////////////// ////////////////// equal Schedule RC, ////////////////// ////////////////// ////////////////// ////////////////// item 2.b) . . . . . . . . . . . . 1754 153,246 1771 153,169 1772 169,004 1773 168,796 7. -------------------------------------------------------------------------------- -------------- (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D.
12
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N Robinson Page RC-5 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-B--CONTINUED --------- Memoranda C312 -------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ 1. Pledged securities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0416 286,449 M.1. 2. Maturity and repricing data for debt securities(2)(3)(4) (excluding those in nonaccrual status): ////////////////// a. Fixed rate debt securities with a remaining maturity of: ////////////////// (1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0343 9,778 M.2.a.(1) (2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . . . 0344 30,814 M.2.a.(2) (3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0345 103,853 M.2.a.(3) (4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0346 68,311 M.2.a.(4) (5) Total fixed rate debt securities (sum of Memorandum items 2.a.(1) through 2.a.(4)) . . . 0347 212,756 M.2.a.(5) b. Floating rate debt securities with a repricing frequency of: . . . . . . . . . . . . . . . . ////////////////// (1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4544 37,159 M.2.b.(1) (2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . . . 4545 62,206 M.2.b.(2) (3) Every five years or more frequently, but less frequently than annually . . . . . . . . . 4551 0 M.2.b.(3) (4) Less frequently than five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4552 0 M.2.b.(4) (5) Total floating rate debt securities (sum of Memorandum items 2.b.(1) through 2.b.(4)). . 4553 99,365 M.2.b.(5) c. Total debt securities (sum of Memorandum items 2.a.(5) and 2.b.(5)) (must equal total debt ////////////////// securities from Schedule RC-B, sum of items 1 through 5, columns A and D, minus nonaccrual ////////////////// debt securities included in Schedule RC-N, item 9, column C) . . . . . . . . . . . . . . . . 0393 312,121 M.2.c. 3. Not applicable ////////////////// 4. Held-to-maturity debt securities restructured and in compliance with modified terms (included ////////////////// in Schedule RC-B, items 3 through 5, column A, above. . . . . . . . . . . . . . . . . . . . . . 5365 0 M.4. 5. Not applicable ////////////////// 6. Floating rate debt securities with a remaining maturity of one year or less(2) (included in ////////////////// Memorandum item 2.b.(5) above). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5519 0 M.6. 7. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or ////////////////// trading securities during the calendar year-to-date (report the amortized cost at date of ////////////////// sale or transfer) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1778 0 M.7. 8. High risk mortgage securities (included in the held-to-maturity and available-for-sale ////////////////// accounts in Schedule RC-B, item 4.b.): ////////////////// a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8780 0 M.8.a. b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8781 0 M.8.b. 9. Structured notes (included in the held-to-maturity and available-for-sale accounts in ////////////////// Schedule RC-B, items 2,3, and 5): ////////////////// a. Amortized cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8782 25,750 M.9.a. b. Fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8783 25,587 M.9.b. -------------------- -------------- (2) Includes held-to-maturity securities at amortized cost and available-for- sale securities at fair value. (3) Exclude equity securities, e.g., investments in mutual funds, Federal Reserve stock, common stock, and preferred stock. (4) Memorandum item 2 is not applicable to savings banks that must complete supplemental Schedule RC-J.
13
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-6 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-C--LOANS AND LEASE FINANCING RECEIVABLES PART I. LOANS AND LEASES Do not deduct the allowance for loan and lease losses from amounts reported in this schedule. Report total loans and leases, net of unearned income. Exclude assets held for trading. ---------- C315 --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou (- ------------------------------------------------------------------------------------------------------------------------ 1. Loans secured by real estate: ////////////////// a. Construction and land development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1415 70,102 1.a. b. Secured by farmland (including farm residential and other improvements) . . . . . . . . . . 1420 2,319 1.b. c. Secured by 1-4 family residential properties: ////////////////// (1) Revolving, open-end loans secured by 1-4 family residential properties and extended ////////////////// under lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1797 8,438 1.c.(1) (2) All other loans secured by 1-4 family residential properties: ////////////////// (a) Secured by first liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5367 76,361 1.c.(2)(a) (b) Secured by junior liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5368 8,375 1.c.(2)(b) d. Secured by multifamily (5 or more) residential properties . . . . . . . . . . . . . . . . . 1460 35,804 1.d. e. Secured by nonfarm nonresidential properties. . . . . . . . . . . . . . . . . . . . . . . . 1480 177,562 1.e. 2. Loans to depository institutions: ////////////////// a. To commercial banks in the U.S.: ////////////////// (1) To U.S. branches and agencies of foreign banks. . . . . . . . . . . . . . . . . . . . . 1506 0 2.a.(1) (2) To other commercial banks in the U.S. . . . . . . . . . . . . . . . . . . . . . . . . . 1507 1,004 2.a.(2) b. To other depository institutions in the U.S.. . . . . . . . . . . . . . . . . . . . . . . . 1517 10,800 2.b. c. To banks in foreign countries: ////////////////// (1) To foreign branches of other U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . 1513 0 2.c.(1) (2) To other banks in foreign countries . . . . . . . . . . . . . . . . . . . . . . . . . . 1516 0 2.c.(2) 3. Loans to finance agricultural production and other loans to farmers. . . . . . . . . . . . . . 1590 16,421 3. 4. Commercial and industrial loans: ////////////////// a. To U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1763 316,607 4.a. b. To non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1764 0 4.b. 5. Acceptances of other banks: ////////////////// a. Of U.S. banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1756 0 5.a. b. Of foreign banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1757 0 5.b. 6. Loans to individuals for household, family, and other personal expenditures ////////////////// (i.e., consumer loans) (includes purchased paper): ////////////////// a. Credit cards and related plans (includes check credit and other revolving credit plans) 2008 3,517 6.a. b. Other (includes single payment, installment, and all student loans) . . . . . . . . . . . . 2011 283,225 6.b. 7. Loans to foreign governments and official institutions (including foreign central banks) . . . 2081 0 7. 8. Obligations (other than securities and leases) of states and political subdivisions in the ////////////////// U.S. (includes nonrated industrial development obligations . . . . . . . . . . . . . . . . . . 2107 13,865 8. 9. Other loans: ////////////////// a. Loans for purchasing or carrying securities (secured and unsecured) . . . . . . . . . . . . 1545 742 9.a. b. All other loans (exclude consumer loans). . . . . . . . . . . . . . . . . . . . . . . . . . 1564 10,974 9.b. 10. Lease financing receivables (net of unearned income): ////////////////// a. Of U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2182 0 10.a b. Of non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2183 0 10.b. 11. LESS: Any unearned income on loans reflected in items 1-9 above. . . . . . . . . . . . . . . . 2123 0 11. 12. Total loans and leases, net of unearned income (sum of items 1 through 10 minus item 11) ////////////////// (must equal Schedule RC, item 4.a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2122 1,036,116 12. ---------------------
14
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-7 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-C--CONTINUED PART I. CONTINUED Memoranda -------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Commercial paper included in Schedule RC-C, part I, above . . . . . . . . . . . . . . . . . . 1496 0 M.1. 2. Loans and leases restructured and in compliance with modified terms ////////////////// (included in Schedule RC-C, part I, above): ////////////////// a. Loans secured by real estate: ////////////////// (1) To U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1687 0 M.2.a.(1) (2) To non-U.S. addressees (domicile). . . . . . . . . . . . . . . . . . . . . . . . . . . 1689 0 M.2.a.(2) b. All other loans and all lease financing receivables (exclude loans to individuals ////////////////// for household, family, and other personal expenditures). . . . . . . . . . . . . . . . . . 8691 0 M.2.b. c. Commercial and industrial loans to and lease financing receivables of ////////////////// non-U.S. addressees (domicile) included in Memorandum item 2.b. above. . . . . . . . . . . 8692 0 M.2.c. 3. Maturity and repricing data for loans and leases(1) (excluding those loans in nonaccrual status): ////////////////// a. Fixed rate loans and leases with a remaining maturity of: ////////////////// (1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0348 22,186 M.3.a.(1) (2) Over three months through 12 months. . . . . . . . . . . . . . . . . . . . . . . . . . 0349 32,130 M.3.a.(2) (3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . . 0356 345,692 M.3.a.(3) (4) Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0357 103,690 M.3.a.(4) (5) Total fixed rate loans and leases (sum of Memorandum items 3.a.(1) through 3.a.(4)). . 0358 503,698 M.3.a.(5) b. Floating rate loans with a repricing frequency of: ////////////////// (1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4554 508,729 M.3.b.(1) (2) Annually or more frequently, but less frequently than quarterly. . . . . . . . . . . . 4555 11,747 M.3.b.(2) (3) Every five years or more frequently, but less frequently than annually . . . . . . . . 4561 649 M.3.b.(3) (4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . . 4564 0 M.3.b.(4) (5) Total floating rate loans (sum of Memorandum items 3.b.(1) through 3.b.(4)). . . . . . 4567 521,125 M.3.b.(5) c. Total loans and leases (sum of Memorandum items 3.a.(5) and 3.b.(5)) ////////////////// (must equal the sum of total loans and leases, net, from ////////////////// Schedule RC-C, part I, item 12, plus unearned income from ////////////////// Schedule RC-C, part I, item 11, minus total nonaccrual loans and ////////////////// leases from Schedule RC-N, sum of items 1 through 8, column C) . . . . . . . . . . . . . . 1479 1,024,823 M.3.c. 4. Loans to finance commercial real estate, construction, and land ////////////////// development activities (not secured by real estate) included in ////////////////// Schedule RC-C, part I, items 4 and 9.b, page RC-6(2). . . . . . . . . . . . . . . . . . . . . 2746 6,629 M.4. 5. Loans and leases held for sale (included in Schedule RC-C, part I, above. . . . . . . . . . . 5369 1,221 M.5. 6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential ////////////////// properties (included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6). . . . . . . . . . 5370 19,067 M.6. -------------------- -------------- (1) Memorandum item 3 is not applicable to savings banks that must complete supplemental Schedule RC-J. (2) Exclude loans secured by real estate that are included in Schedule RC-C, part I, items 1.a through 1.e.
15
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-7a City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 ------ SCHEDULE RC-C--CONTINUED PART II. LOANS TO SMALL BUSINESSES AND SMALL FARMS Schedule RC-C, Part II is to be reported only with the June Report of Condition. Report the number and amount currently outstanding as of June 30 of business loans with "original amounts" of $1,000,000 or less and farm loans with "original amounts" of $500,000 or less. The following guidelines should be used to determine the "original amount" of a loan: (1) for loans drawn down under lines of credit or loan commitments, the "original amount" of the loan is the size of the line of credit or loan commitment when the line of credit or loan commitment was most recently approved, extended, or renamed prior to the report date. However, if the amount currently outstanding as of the report date exceeds this size, the "original amount" is the amount currently outstanding on the report date. (2) For loan participations and syndications, the "original amount" of the loan participation or syndication is the entire amount of the credit originated by the lead lender. (3) For all other loans, the "original amount" is the total amount of the loan at origination or the amount currently outstanding as of the report date, whichever is larger. Loans to Small Businesses 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your -------- bank's "Loans secured by nonfarm nonresidential properties" reported in Schedule RC-C, part I, item 1.e, C318 < - and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to -------------------- U.S. addresses" reported in Schedule RC-C, part I, item 4.a, have original amounts of $100,000 or RCON YES NO less. (If your bank has no loans outstanding in both of these two loan categories, place an "X" -------------------- in the box marked "NO" and go to item 5; otherwise, see instructions for further information.) ... 6999 /// X 1. -------------------- If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5. If NO and your bank has loans outstanding in either loan category, skip items 2.a and 2.b, complete items 3 and 4 below, and go to item 5. ------------------- 2. Report the total number of loans currently outstanding for each of the Number of Loans following Schedule RC-C, part I, loans categories: ------------------- a. "Loans secured by nonfarm nonresidential properties" reported in RCON /////////// Schedule RC-C, part I, item 1.e ........................................ ------ b. "Commercial and industrial loans to U.S. addressees" reported in ///////////////// Schedule RC-C, part I, item 4.a ........................................ 5562 N/A 2.a. ///////////////// 5563 N/A 2.b. ------------------- ---------------------------------------- (Column A) (Column B) Amount Currently Number of Loans Outstanding ---------------------------------------- Dollar Amounts in Thousands RCON ///////////// RCON Bil Mil Thou --------------------------------------------------------------------------------------- -------------------- 3. Number and amount currently outstanding of "Loans secured by nonfarm ////////////////////////////////////// nonresidential properties" reported in Schedule RC-C, part I, item 1.a ////////////////////////////////////// (sum of items 3.a through 3.c must be less than or equal to ////////////////////////////////////// Schedule RC-C, part I, item 1.a): ////////////////////////////////////// a. With original amounts of $100,000 or less ................................ 5564 204 5565 7,882 3.a. b. With original amounts of more than $100,000 through $250,000 ............. 5566 166 5567 19,645 3.b. c. With original amounts of more than $250,000 through $1,000,000 ........... 5568 172 5569 62,312 3.c. 4. Number and amount currently outstanding of "Commercial and industrial ////////////////////////////////////// loans to U.S. addressees" reported in Schedule RC-C, part I, item 4.a ////////////////////////////////////// (sum of items 4.a through 4.c must be less than or equal to ////////////////////////////////////// Schedule RC-C, part I, item 4.a): ////////////////////////////////////// a. With original amounts of $100,000 or less ................................ 5570 1,553 5571 30,873 4.a. b. With original amounts of more than $100,000 through $250,000 ............. 5572 212 5573 21,575 4.b. c. With original amounts of more tha $250,000 through $1,000,000 ............ 5574 198 5575 63,025 4.c. ----------------------------------------
15a
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-7b City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 ----- SCHEDULE RC-C--CONTINUED PART II. CONTINUED Agricultural Loans to Small Farms 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by farmland (including farm residential and other improvements)" reported in Schedule RC-C, part I, item 1.b, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultural production and other loans to farmers" reported in Schedule RC-C, part I, item 3, have original amounts of $100,000 or less. (If your bank has no loans outstanding in both of these two loan categories, place an "X" in the box marked "NO" and do not complete items 7 and 8: YES NO otherwise, see instructions for further information.) ............................................. ---------------------- 6860 /// X 5. If YES, complete items 6.a and 6.b below and do no complete items 7 and 8. ---------------------- If NO and your bank has loans outstanding in either loan category, skip[ items 6.a and 6.b and complete items 7 and 8 below. ----------------------- 6. Report the total number of loans currently outstanding for each of the Number of Loans following Schedule RC-C, part I, loan categories: ----------------------- a. "Loans secured by farmland (including farm residential and other RCON ///////////// improvements)" reported in Schedule RC-C, part I, item 1.b. .............. /////////////////// b. "Loans to finance agricultural production and other loans to farmers" 5576 N/A 6.a. reported in Schedule RC-C, part I, item 3 ................................ /////////////////// 5577 N/A 6.b. ----------------------- ---------------------------------------- (Column A) (Column B) Amount Currently Number of Loans Outstanding ---------------------------------------- Dollar Amounts in Thousands RCON ///////////// RCON Bil Mil Thou --------------------------------------------------------------------------------------- -------------------- 7. Number and amount currently outstanding of "Loans secured by farmland ////////////////////////////////////// (including farm residential and other improvements)" reported in Schedule ////////////////////////////////////// RC-C, part I, item 1.b (sum of items 7.a through 7.c must be less than or ////////////////////////////////////// equal to Schedule RC-C, part I, item 1.b): ////////////////////////////////////// a. With original amounts of $100,000 or less ................................ 5578 3 5579 451 7.a. b. With original amounts of more than $100,000 through $250,000 ............. 5580 4 5581 559 7.b. c. With original amounts of more than $250,000 through $500,000 ............. 5582 1 5583 233 7.c. 8. Number and amount currently outstanding of "Loans to finance agricultural ////////////////////////////////////// production and other loans to farmers" reported in Schedule RC-C, part I, ////////////////////////////////////// item 3 (sum of items 8.a through 8.c must be less than or equal to ////////////////////////////////////// Schedule RC-C, part I. item 3): ////////////////////////////////////// a. With original amounts of $100,000 or less ................................ 5584 19 5585 559 8.a. b. With original amounts of more than $100,000 through $250,000 ............. 5586 23 5587 1,223 8.b. c. With original amounts of more than $250,000 through $500,000 .............. 5588 27 5589 3,370 8.c. ----------------------------------------
15b
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-8 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-D--TRADING ASSETS AND LIABILITIES Schedule RC-D is to be completed only by banks with $1 billion or more in total assets or with $2 billion or more in par/notional amount of off-balance sheet derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e, columns A through D). ---------- C320 (- --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ ASSETS ////////////////// 1. U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3531 0 1. 2. U.S. Government agency and corporation obligations (exclude mortgage-backed securities). . . . 3532 0 2. 3. Securities issued by states and political subdivisions in the U.S. . . . . . . . . . . . . . . 3533 0 3. 4. Mortgage-backed securities (MBS): ////////////////// a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA. . . . . . . . . . . . 3534 0 4.a. b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA ////////////////// include CMOs, REMICs, and stripped MBS) . . . . . . . . . . . . . . . . . . . . . . . . . . 3535 0 4.b. c. All other mortgage-backed securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3536 0 4.c. 5. Other debt securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3537 0 5. 6. Certificates of deposit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3538 0 6. 7. Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3539 0 7. 8. Bankers acceptances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3540 0 8. 9. Other trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3541 0 9. 10. Not applicable ////////////////// 11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity ////////////////// contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4549 0 11. 12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5). . . . . . . 3545 0 12. -------------------- -------------------- LIABILITIES RCON Bil Mil Thou -------------------- 13. Liability for short positions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3546 0 13. 14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity ////////////////// contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3547 0 14. 15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) . . . . 3548 0 15.
16
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-9 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-E--DEPOSIT LIABILITIES ---- c325 (- --------------------------------------------------------- Nontransaction Transaction Accounts Accounts --------------------------------------------------------- (Column A) (Column B) (Column C) Total transaction Memo: Total Total accounts demand deposits nontransaction (including total (included in accounts demand deposits) column A) (including MMDAs) --------------------------------------------------------------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou --------------------------------------------------------------------------------------------------------------------------- Deposits of: ///////////////// ///////////////// ///////////////// 1. Individuals, partnerships, and corporations . . . . . . . 2201 468,343 2240 304,723 2346 655,332 1. 2. U.S. Government . . . . . . . . . . . . . . . . . . . . . 2202 4,884 2280 4,884 2520 0 2. 3. States and political subdivisions in the U.S. . . . . . . 2203 21,318 2290 5,981 2530 91,948 3. 4. Commercial banks in the U.S.. . . . . . . . . . . . . . . 2206 36,125 2310 36,125 ///////////////// 4. a. U.S. branches and agencies of foreign banks. . . . . . ///////////////// ///////////////// 2347 0 4.a. b. Other commercial banks in the U.S. . . . . . . . . . . ///////////////// ///////////////// 2348 1,257 4.b. 5. Other depository institutions in the U.S. . . . . . . . . 2207 3,208 2312 3,208 2349 0 5. 6. Banks in foreign countries. . . . . . . . . . . . . . . . 2213 0 2320 0 ///////////////// 6. a. Foreign branches of other U.S. banks . . . . . . . . . ///////////////// ///////////////// 2367 0 6.a. b. Other banks in foreign countries . . . . . . . . . . . ///////////////// ///////////////// 2373 0 6.b. 7. Foreign governments and official institutions . . . . . . ///////////////// ///////////////// ///////////////// (including foreign central banks) . . . . . . . . . . . . 2216 0 2300 0 2377 0 7. 8. Certified and official checks . . . . . . . . . . . . . . 2330 10,897 2330 10,897 ///////////////// 8. 9. Total (sum of items 1 through 8) (sum of columns ///////////////// ///////////////// ///////////////// A and C must equal Schedule RC, item 13.a). . . . . . . . 2215 544,775 2210 365,818 2385 748,537 9. ---------------------------------------------------------
----------------- Memoranda Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ 1. Selected components of total deposits (i.e., sum of item 9, columns A and C): ///////////////// a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts. . . . . . . . . . . . . . 6835 69,631 M.1.a. b. Total brokered deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2365 0 M.1.b. c. Fully insured brokered deposits (included in Memorandum item 1.b above): ///////////////// (1) Issued in denominations of less than $100,000. . . . . . . . . . . . . . . . . . . . . . . 2343 0 M.1.c.(1) (2) Issued either in denominations of $100,000 or in denominations greater than ///////////////// $100,000 and participated out by the broker in shares of $100,000 or less. . . . . . . . . 2344 0 M.1.c.(2) d. Total deposits denominated in foreign currencies . . . . . . . . . . . . . . . . . . . . . . . 3776 0 M.1.d. e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. ///////////////// reported in item 3 above which are secured or collateralized as required under state law). . . 5590 112,264 M.1.e. 2. Components of total nontransaction accounts (sums of Memoranda items 2.a through 2.d must ///////////////// equal item 9, column C, above): ///////////////// a. Savings deposits: ///////////////// (1) Money market deposit accounts (MMDAs). . . . . . . . . . . . . . . . . . . . . . . . . . . 6810 221,336 M.2.a.(1) (2) Other savings deposits (excludes MMDAs). . . . . . . . . . . . . . . . . . . . . . . . . . 0352 53,695 M.2.a.(2) b. Total time deposits of less than $100,000. . . . . . . . . . . . . . . . . . . . . . . . . . . 6648 313,886 M.2.b. c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . . . . . 6645 159,210 M.2.c. d. Open-account time deposits of $100,000 or more . . . . . . . . . . . . . . . . . . . . . . . . 6646 410 M.2.d. 3. All NOW accounts (included in column A above) . . . . . . . . . . . . . . . . . . . . . . . . . . 2398 178,957 M.3.
17
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-10 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-E--CONTINUED Memoranda (Continued) ------------------------------------------------------------------------------------------------------------------------------------ Deposit Totals for FDIC Insurance Assessments ---------------------- Dollar Amounts in Thousands RCON Bil Mil Thou -------------------------------------------------------------------------------------------------------------------------- 4. Total deposits (sum of item 9, column A and item 9, column C) //////////////////// (must equal Schedule RC, item 13.a) . . . . . . . . . . . . . . . . . . . . . . . . . . . 2200 1,293,312 M.4. //////////////////// a. Total demand deposits (must equal item 9, column B) . . . . . . . . . . . . . . . . . . 2210 365,818 M.4.a. b. Total time and savings deposits(1) (must equal item 9, column A plus item 9, column C //////////////////// minus item 9, column B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2350 927,494 M.4.b. --------------------- -------------- (1) For FDIC insurance assessment purposes, "total time and savings deposits" consists of nontrasaction accounts and all transaction accounts other than demand deposits. ------------------------------------------------------------------------------------------------------------------------------------
-------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ 5. Time deposits of less than $100,000 and open-account time deposits of $100,000 or more //////////////////// (included in Memorandum items 2.b and 2.d above) with a remaining maturity or repricing //////////////////// frequency of:(1) //////////////////// a. Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0359 91,245 M.5.a. b. Over three months through 12 months (but not over 12 months) . . . . . . . . . . . . . . 3644 131,550 M.5.b. 6. Maturity and repricing data for time certificates of deposit of $100,000 or more:(1) //////////////////// a. Fixed rate time certificates of deposit of $100,000 or more with a remaining maturity of: //////////////////// (1) Three months or less . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2761 106,002 M.6.a.(1) (2) Over three months through 12 months . . . . . . . . . . . . . . . . . . . . . . . . 2762 31,472 M.6.a.(2) (3) Over one year through five years . . . . . . . . . . . . . . . . . . . . . . . . . . 2763 21,383 M.6.a.(3) (4) Over five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2765 353 M.6.a.(4) (5) Total fixed rate time certificates of deposit of $100,000 or more (sum of //////////////////// Memorandum items 6.a(1) through 6.a.(4)) . . . . . . . . . . . . . . . . . . . . . . 2767 159,210 M.6.a.(5) b. Floating rate time certificates of deposit of $100,000 or more with a repricing frequency of: //////////////////// (1) Quarterly or more frequently . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4568 0 M.6.b.(1) (2) Annually or more frequently, but less frequently than quarterly . . . . . . . . . . 4569 0 M.6.b.(2) (3) Every five years or more frequently, but less frequently than annually . . . . . . . 4571 0 M.6.b.(3) (4) Less frequently than every five years. . . . . . . . . . . . . . . . . . . . . . . . 4572 0 M.6.b.(4) (5) Total floating rate time certificates of deposit of $100,000 or more (sum of //////////////////// Memorandum items 6.b.(1) through 6.b.(4)). . . . . . . . . . . . . . . . . . . . . . 4573 0 M.6.b.(5) c. Total time certificates of deposit of $100,000 or more (sum of Memorandum items 6.a.(5) //////////////////// and 6.b.(5) (must equal Memorandum item 2.c above) . . . . . . . . . . . . . . . . . . . 6645 159,210 M.6.c. -------------------- -------------- (1) Memorandum items 5 and 6 are not applicable to savings banks that must complete supplemental Schedule RC-J.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-11 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-F--OTHER ASSETS --------- C330 (- ---------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Income earned, not collected on loans . . . . . . . . . . . . . . . . . . . . . . . . . . . 2164 7,971 1. 2. Net deferred tax assets(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2148 3,354 2. 3. Excess residential mortgage servicing fees receivable . . . . . . . . . . . . . . . . . . . 5371 0 3. 4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2168 32,286 4. ------------- ------------------------- a. TEXT 3549 IENC Investment Securities RCON 3549 3,424 //////////////////// 4.a. --------------------------------------------------------------- b. TEXT 3550 RCON 3550 //////////////////// 4.b. --------------------------------------------------------------- c. TEXT 3551 RCON 3551 //////////////////// 4.c. 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11). . . . . . . . . . . . . 2160 43,611 5. ---------------------- Memorandum ---------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Deferred tax assets disallowed for regulatory capital purposes . . . . . . . . . . . . . . 5610 0 M.1. ------------------------
SCHEDULE RC-G--OTHER LIABILITIES --------- C335 (- --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. a. Interest accrued and unpaid on deposits(2) . . . . . . . . . . . . . . . . . . . . . . . 3645 3,653 1.a. b. Other expenses accrued and unpaid (include accrued income taxes payable) . . . . . . . . 3646 4,305 1.b. 2. Net deferred tax (liabilities)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3049 0 2. 3. Minority interest in consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . . 3000 0 3. 4. Other (itemize and describe amounts that exceed 25% of this item) . . . . . . . . . . . . . 2938 117 4. ------------- ---------------------------- a. TEXT 3552 Accounts Payable Clearing RCON 3552 23 //////////////////// 4.a. --------------------------------------------------------------- b. TEXT 3553 RCON 3553 //////////////////// 4.b. --------------------------------------------------------------- c. TEXT 3554 RCON 3554 //////////////////// 4.c. --------------------------------------------------------------- 5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) . . . . . . . . . . . . 2990 8,075 5. -------------- (1) See discussion of deferred income taxes in Glossary entry on "income taxes." (2) For savings banks, includes "dividends" accrued and unpaid on deposits.
19
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-12 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-K--QUARTERLY AVERAGES (1) ------------ C355 (- ----------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- ASSETS //////////////////// 1. Interest-bearing balances due from depository institutions . . . . . . . . . . . . . . . . 3881 0 1. 2. U.S. Treasury securities and U.S. Government agency and corporation obligations(2) . . . . 3382 295,084 2. 3. Securities issued by states and political subdivisions in the U.S.(2) . . . . . . . . . . 3383 19,721 3. 4. a. Other debt securities (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3647 1,645 4.a. b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) . 3648 9,922 4.b. 5. Federal funds sold and securities purchased under agreements to resell . . . . . . . . . . 3365 32,071 5. 6. Loans: //////////////////// a. Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3360 1,051,480 6.a. b. Loans secured by real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3385 307,149 6.b. c. Loans to finance agricultural production and other loans to farmers . . . . . . . . . . 3386 30,977 6.c. d. Commercial and industrial loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3387 321,946 6.d. e. Loans to individuals for household, family, and other personal expenditures . . . . . . 3388 314,397 6.e. 7. Trading assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3401 0 7. 8. Lease financing receivables (net of unearned income) . . . . . . . . . . . . . . . . . . . 3484 0 8. 9. Total assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3368 1,642,790 9. LIABILITIES //////////////////// 10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts) (exclude demand deposits) . . . . . . . . . . . . . . 3485 290,511 10. 11. Nontransaction accounts: //////////////////// a. Money market deposit accounts (MMDAs) . . . . . . . . . . . . . . . . . . . . . . . . . 3486 113,032 11.a. b. Other savings deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3487 54,690 11.b. c. Time certificates of deposit of $100,000 or more . . . . . . . . . . . . . . . . . . . 3345 104,870 11.c. d. All other time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3469 332,989 11.d. 12. Federal funds purchased and securities sold under agreements to repurchase . . . . . . . . 3353 186,245 12. 13. Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3355 24,659 13. -------------- (1) For all items, banks have the option of reporting either (1) an average of daily figures for the quarter, or (2) an average of weekly figures (i.e., the Wednesday of each week of the quarter). (2) Quarterly averages for all debt securities should be based on amortized cost. (3) Quarterly averages for all equity securities should be based on historical cost. (4) The quarterly average for total assets should reflect all debt securities (not held for trading) at amortized cost, equity securities with readily determinable fair values at the lower of cost or fair value, and equity securities without readily determinable fair values at historical cost.
20
Legal Title of Bank: Boatmen's First National Bank Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-13 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-L--OFF-BALANCE SHEET ITEMS Please read carefully the instructions for the preparation of Schedule RC-L. Some of the amounts reported in Schedule RC-L are regarded as volume indicators and not necessarily as measures of risk. ------------ C360 (- ----------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Unused commitments: //////////////////// a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home //////////////////// equity lines. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3814 5,429 1.a. b. Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3815 0 1.b. c. Commercial real estate, construction, and land development: //////////////////// (1) Commitments to fund loans secured by real estate. . . . . . . . . . . . . . . . . . . 3816 36,459 1.c.(1) (2) Commitments to fund loans not secured by real estate. . . . . . . . . . . . . . . . . 6550 949 1.c.(2) d. Securities underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3817 0 1.d. e. Other unused commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3818 469,016 1.e. 2. Financial standby letters of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3819 14,654 2. ------------------------ a. Amount of financial standby letters of credit conveyed to others RCON 3820 0 //////////////////// 2.a. ------------------------ 3. Performance standby letters of credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3821 43,767 3. a. Amount of performance standby letters of credit conveyed to //////////////////// ------------------------ others. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 3822 0 //////////////////// 3.a. ------------------------ 4. Commercial and similar letters of credit . . . . . . . . . . . . . . . . . . . . . . . . . . 3411 20,231 4. 5. Participations in acceptances (as described in the instructions) conveyed to others by //////////////////// the reporting bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3428 0 5. 6. Participations in acceptances (as described in the instructions) acquired by the reporting //////////////////// (nonaccepting) bank. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3429 0 6. 7. Securities borrowed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3432 0 7. 8. Securities lent (including customers' securities lent where the customer is indemnified //////////////////// against loss by the reporting bank). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3433 0 8. 9. Mortgages transferred (i.e., sold or swapped) with recourse that have been treated as sold //////////////////// for Call Report purposes: //////////////////// a. FNMA and FHLMC residential mortgage loan pools: //////////////////// (1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3650 0 9.a.(1) (2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3651 0 9.a.(2) b. Private (nongovernment-issued or -guaranteed) residential mortgage loan pools: //////////////////// (1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3652 0 9.b.(1) (2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3653 0 9.b.(2) c. Farmer Mac agricultural mortgage loan pools: //////////////////// (1) Outstanding principal balance of mortgages transferred as of the report date. . . . . 3654 0 9.c.(1) (2) Amount of recourse exposure on these mortgages as of the report date. . . . . . . . . 3655 0 9.c.(2) 10. When-issued securities: //////////////////// a. Gross commitments to purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3434 0 10.a. b. Gross commitments to sell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3435 0 10.b. 11. Spot foreign exchange contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8765 0 11. 12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives) (itemize and //////////////////// describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 3430 0 12. //////////////////// ----------- ------------------------ a. TEXT 3555 RCON 3555 //////////////////// 12.a. ----------------------------------------------------------------- b. TEXT 3556 RCON 3556 //////////////////// 12.b. ----------------------------------------------------------------- c. TEXT 3557 RCON 3557 //////////////////// 12.c. ----------------------------------------------------------------- d. TEXT 3558 RCON 3558 //////////////////// 12.d. ----------------------------------------------------------------------------------------- 13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0 13. //////////////////// ----------- ------------------------ a. TEXT 5592 RCON 5592 //////////////////// 13.a. ----------------------------------------------------------------- b. TEXT 5593 RCON 5593 //////////////////// 13.b. ----------------------------------------------------------------- c. TEXT 5594 RCON 5594 //////////////////// 13.c. ----------------------------------------------------------------- d. TEXT 5595 RCON 5595 //////////////////// 13.d. -----------------------------------------------------------------------------------------
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Legal Title of Bank: Boatmen's First National Bank Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-14 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-L--CONTINUED -------- C361 (- ------------------------------------------------------------------------------- (Column A) (Column B) (Column C) (Column D) Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and --------------------------------------- Contracts Contracts Contracts Other Contracts Off-balance Sheet Derivatives ------------------------------------------------------------------------------- Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ 14. Gross amounts (e.g., notional ////////////////// ////////////////// ////////////////// ////////////////// amounts) (for each column, sum of ////////////////// ////////////////// ////////////////// ////////////////// items 14.a through 14.e must equal ////////////////// ////////////////// ////////////////// ////////////////// sum of items 15, 16.a, and 16.b): ////////////////// ////////////////// ////////////////// ////////////////// ------------------ ------------------ ------------------ ------------------ a. Futures contracts . . . . . . . . 0 0 0 0 14.a. ------------------ ------------------ ------------------ ------------------ RCON 8693 RCON 8694 RCON 8695 RCON 8696 ------------------ ------------------ ------------------ ------------------ b. Forward contracts . . . . . . . . 0 19 0 0 14.b. ------------------ ------------------ ------------------ ------------------ RCON 8697 RCON 8698 RCON 8699 RCON 8700 ------------------ ------------------ ------------------ ------------------ c. Exchange-traded option contracts: ////////////////// ////////////////// ////////////////// ////////////////// ------------------ ------------------ ------------------ ------------------ (1) Written options . . . . . . . 0 0 0 0 14.c.(1) ------------------ ------------------ ------------------ ------------------ RCON 8701 RCON 8702 RCON 8703 RCON 8704 ------------------ ------------------ ------------------ ------------------ (2) Purchased options . . . . . . 0 0 0 0 14.c.(2) ------------------ ------------------ ------------------ ------------------ RCON 8705 RCON 8706 RCON 8707 RCON 8708 ------------------ ------------------ ------------------ ------------------ d. Over-the-counter option ////////////////// ////////////////// ////////////////// ////////////////// contracts: ------------------ ------------------ ------------------ ------------------ (1) Written options . . . . . . . 0 0 0 0 14.d.(1) ------------------ ------------------ ------------------ ------------------ RCON 8709 RCON 8710 RCON 8711 RCON 8712 ------------------ ------------------ ------------------ ------------------ (2) Purchased options . . . . . . 0 0 0 0 14.d.(2) ------------------ ------------------ ------------------ ------------------ RCON 8713 RCON 8714 RCON 8715 RCON 8716 ------------------ ------------------ ------------------ ------------------ e. Swaps . . . . . . . . . . . . . . 110,325 0 0 0 14.e. ------------------ ------------------ ------------------ ------------------ RCON 3450 RCON 3826 RCON 8719 RCON 8720 15. Total gross notional amount of ------------------ ------------------ ------------------ ------------------ derivative contracts held for ////////////////// ///////////////// /////////////////// ////////////////// trading. . . . . . . . . . . . . . . 0 0 0 0 15. ------------------ ----------------- ------------------- ------------------ RCON 7186 RCON 7187 RCON 8723 RCON 8724 ------------------ ----------------- ------------------ ------------------ 16. Total gross notional amount of ////////////////// ///////////////// /////////////////// ////////////////// derivative contracts held for ////////////////// ///////////////// /////////////////// ////////////////// purposes other than trading: ////////////////// ///////////////// /////////////////// ////////////////// ------------------ ------------------ ------------------ ------------------ a. Contracts marked to market. . . . 0 0 0 0 16.a. ------------------ ------------------ ------------------ ------------------ RCON 8725 RCON 8726 RCON 8727 RCON 8728 ------------------ ------------------ ------------------ ------------------ b. Contracts not marked to market. . 110,383 19 0 0 16.b. ------------------ ------------------ ------------------ ------------------ RCON 8729 RCON 8730 RCON 8731 RCON 8732 --------------------------------------------------------------------------------
22
Legal Title of Bank: Boatmen's First National Bank Oklahoma Call Date: 3/31/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-15 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-L--CONTINUED ------------------------------------------------------------------------------- (Column A) (Column B) (Column C) (Column D) Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivatives Commodity and --------------------------------------- Contracts Contracts Contracts Other Contracts Off-balance Sheet Derivatives ------------------------------------------------------------------------------- Position Indicators RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------ 17. Gross fair values: ////////////////// ////////////////// ////////////////// ////////////////// a. Contracts held for ////////////////// ////////////////// ////////////////// ////////////////// trading: ////////////////// ////////////////// ////////////////// ////////////////// (1) Gross positive ////////////////// ////////////////// ////////////////// ////////////////// fair value. . . . . . . . . . 8733 0 8734 0 8735 0 8736 0 17.a.(1) (2) Gross negative fair value. . . . . . . . . . 8737 0 8738 0 8739 0 8740 0 17.a.(2) b. Contracts held for ////////////////// ////////////////// ////////////////// ////////////////// purposes other than ////////////////// ////////////////// ////////////////// ////////////////// trading that are marked ////////////////// ////////////////// ////////////////// ////////////////// to market: ////////////////// ////////////////// ////////////////// ////////////////// (1) Gross positive /////////////////////////////////////////////////////////////////////// fair value. . . . . . . . . . 8741 0 8742 0 8743 0 8744 0 17.b.(1) (2) Gross negative fair value. . . . . . . . . . 8745 0 8746 0 8747 0 8748 0 17.b.(2) c. Contracts held for ////////////////// ////////////////// ////////////////// ////////////////// purposes other than ////////////////// ////////////////// ////////////////// ////////////////// trading that are not ////////////////// ////////////////// ////////////////// ////////////////// marked to market: ////////////////// ////////////////// ////////////////// ////////////////// (1) Gross positive ////////////////// ////////////////// ////////////////// ////////////////// fair value. . . . . . . . . . 8749 0 8750 19 8751 0 8752 0 17.c.(1) (2) Gross negative fair value. . . . . . . . . . 8753 2,558 8754 0 8755 0 8756 0 17.c.(2) -------------------------------------------------------------------------------
Memoranda ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1.-2. Not applicable ///////////////// 3. Unused commitments with an original maturity exceeding one year that are reported in ///////////////// Schedule RC-L, items 1.a through 1.e, above (report only the unused portions of commitments ///////////////// that are fee paid or otherwise legally binding) . . . . . . . . . . . . . . . . . . . . . . . . . . 3833 382,475 M.3. a. Participations in commitments with an original maturity ///////////////// ------------------ exceeding one year conveyed to others . . . . . . . . . . . . . . . . . . . . RCON 3834 62,280 ///////////////// M.3.a. ------------------ 4. To be completed only by banks with $1 billion or more in total assets: ///////////////// Standby letters of credit (both financial and performance) issued to non-U.S. addressees ///////////////// (domicile) included in Schedule RC-L, items 2 and 3, above. . . . . . . . . . . . . . . . . . . . . 3377 0 M.4. 5. To be completed for the September report only: ///////////////// Installment loans to individuals for household, family and other personal expenditures that ///////////////// have been securitized and sold without recourse (with servicing retained), amounts outstanding ///////////////// by type of loan: ///////////////// a. Loans to purchase private passenger automobiles. . . . . . . . . . . . . . . . . . . . . . . . . 2741 N/A M.5.a. b. Credit cards and related plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2742 N/A M.5.b. c. All other consumer installment credit (including mobile home loans). . . . . . . . . . . . . . . 2743 N/A M.5.c. -------------------
23
Legal Title of Bank: Boatmen's First National Bank Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-16 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-M--MEMORANDA ------- C365 (- ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- 1. Extensions of credit by the reporting bank to its executive officers, directors, principal ///////////////// shareholders, and their related interests as of the report date: ///////////////// a. Aggregate amount of all extensions of credit to all executive officers, directors, principal ///////////////// shareholders, and their related interests. . . . . . . . . . . . . . . . . . . . . . . . . . 6164 3,256 1.a. b. Number of executive officers, directors, and principal shareholders to whom the amount of all ///////////////// extensions of credit by the reporting bank (including extensions of credit to ///////////////// related interests) equals or exceeds the lesser of $500,000 or 5 percent Number ///////////////// ----------------------- of total capital as defined for this purpose in agency regulations RCON 6165 3 ///////////////// 1.b. ----------------------- 2. Federal funds sold and securities purchased under agreements to resell with U.S. branches and ///////////////// agencies of foreign banks (1) (included in Schedule RC, items 3.a and 3.b). . . . . . . . . . . 3405 0 2. 3. Not applicable. ///////////////// 4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others ///////////////// (include both retained servicing and purchased servicing): ///////////////// a. Mortgages serviced under a GNMA contract . . . . . . . . . . . . . . . . . . . . . . . . . . 5500 0 4.a. b. Mortgages serviced under a FHLMC contract: ///////////////// (1) Serviced with recourse to servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . 5501 0 4.b.(1) (2) Serviced without recourse to servicer. . . . . . . . . . . . . . . . . . . . . . . . . . 5502 0 4.b.(2) c. Mortgages serviced under a FNMA contract: ///////////////// (1) Serviced under a regular option contract . . . . . . . . . . . . . . . . . . . . . . . . 5503 0 4.c.(1) (2) Serviced under a special option contract . . . . . . . . . . . . . . . . . . . . . . . . 5504 0 4.c.(2) d. Mortgages serviced under other servicing contracts . . . . . . . . . . . . . . . . . . . . . 5505 0 4.d. 5. To be completed only by banks with $1 billion or more in total assets: ///////////////// Customers' liability to this bank on acceptances outstanding (sum of items 5.a and 5.b must ///////////////// equal Schedule RC, item 9): ///////////////// a. U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2103 179 5.a. b. Non-U.S. addressees (domicile) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2104 0 5.b. 6. Intangible assets: ///////////////// a. Mortgage servicing rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3164 0 6.a. b. Other identifiable intangible assets: ///////////////// (1) Purchased credit card relationships. . . . . . . . . . . . . . . . . . . . . . . . . . . 5506 0 6.b.(1) (2) All other identifiable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . 5507 11,179 6.b.(2) c. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3163 33,473 6.c. d. Total (sum of items 6.a through 6.c) (must equal Schedule RC, item 10) . . . . . . . . . . . 2143 44,652 6.d. e. Intangible assets that have been grandfathered for regulatory capital purposes . . . . . . . 6442 0 6.e. 7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to ///////////////// redeem the debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3295 0 7. -------------------- -------------- (1) Do NOT report federal funds sold and securities purchased under agreements to resell with other commercial banks in the U.S. in this item.
24
Legal Title of Bank: Boatmen's First National Bank Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-17 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-M--CONTINUED ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 8. a. Other real estate owned: ///////////////// (1) Direct and indirect investments in real estate ventures. . . . . . . . . . . . . . . . . 5372 0 8.a.(1) (2) All other real estate owned: ///////////////// (a) Construction and land development. . . . . . . . . . . . . . . . . . . . . . . . . . 5508 31 8.a.(2)(a) (b) Farmland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5509 0 8.a.(2)(b) (c) 1-4 family residential properties. . . . . . . . . . . . . . . . . . . . . . . . . . 5510 434 8.a.(2)(c) (d) Multifamily (5 or more) residential properties . . . . . . . . . . . . . . . . . . . 5511 0 8.a.(2)(d) (e) Nonfarm nonresidental properties . . . . . . . . . . . . . . . . . . . . . . . . . . 5512 1,498 8.a.(2)(e) (3) Total (sum of items 8.a.(1) and 8.a.(2) (must equal Schedule RC, item 7) . . . . . . . . 2150 1,963 8.a.(3) b. Investments in unconsolidated subsidiaries and associated companies: ///////////////// (1) Direct and indirect investments in real estate ventures. . . . . . . . . . . . . . . . . 5374 0 8.b.(1) (2) All other investments in unconsolidated subsidiaries and associated companies. . . . . . 5375 1 8.b.(2) (3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8). . . . . . . . 2130 1 8.b.(3) c. Total assets of unconsolidated subsidiaries and associated companies . . . . . . . . . . . . 5376 1 8.c. 9. Noncumulative perpetual preferred stock and related surplus included in Schedule RC, item 23, ///////////////// "Perpetual preferred stock and related surplus" . . . . . . . . . . . . . . . . . . . . . . . . 3778 0 9. 10. Mutual fund and annuity sales during the quarter (include proprietary, private label, ///////////////// and third party products): ///////////////// a. Money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6441 0 10.a. b. Equity securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8427 0 10.b. c. Debt securities funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8428 0 10.c. d. Other mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8429 0 10.d. e. Annuities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8430 0 10.e. f. Sales of proprietary mutual funds and annuities (included in items 10.a through ///////////////// 10.e above). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8784 0 10.f. -------------------- --------------------------------------------------------------------------------------------------------------------------------- -------------------- Memorandum Dollar Amounts in Thousands RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- 1. Interbank holdings of capital instruments (to be completed for the December report only): ///////////////// a. Reciprocal holdings of banking organizations' capital instruments. . . . . . . . . . . . . . 3836 N/A M.1.a. b. Nonreciprocal holdings of banking organizations' capital instruments . . . . . . . . . . . . 3837 N/A M.1.b. ---------------------------------------------------------------------------------------------------------------------------------
25
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-18 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-N--PAST DUE AND NONACCRUAL LOANS, LEASES, AND OTHER ASSETS ------- The FFIEC regards the information reported c370 (- in all of Memorandum item 1, in items ------------------------------------------------------------------------ 1 through 10, column A, and in Memorandum (Column A) (Column B) (Column C) items 2 through 4,column A, as confidential. Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still accruing accruing ------------------------------------------------------------------------ Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------------------------- 1. Loans secured by real estate: ////////////////// ////////////////// ////////////////// a. To U.S. addressees (domicile)............. 1245 0 1246 27 1247 7,281 1.a. b. To non-U.S. addressees (domicile)......... 1248 0 1249 0 1250 0 1.b. 2. Loans to depository institutions and ////////////////// ////////////////// ////////////////// acceptances of other banks: ////////////////// ////////////////// ////////////////// a. To U.S. banks and other U.S. depository... ////////////////// ////////////////// ////////////////// institutions.............................. 5377 0 5378 0 5379 0 2.a. b. To foreign banks.......................... 5380 0 5381 0 5382 0 2.b. 3. Loans to finance agricultural production ////////////////// ////////////////// ////////////////// and other loans to farmers................... 1594 0 1597 0 1583 0 3. 4. Commercial and industrial loans: ////////////////// ////////////////// ////////////////// a. To U.S. addressees (domicile)............. 1251 0 1252 0 1253 2,341 4.a. b. To non-U.S. addressees (domicile)......... 1254 0 1255 0 1256 0 4.b. 5. Loans to individuals for household, family, ////////////////// ////////////////// ////////////////// and other personal expenditures: ////////////////// ////////////////// ////////////////// a. Credit cards and related plans............ 5383 0 5384 7 5385 0 5.a. b. Other (includes single payment, ////////////////// ////////////////// ////////////////// installment, and all student loans)....... 5386 0 5387 197 5388 1,671 5.b. 6. Loans to foreign governments and official ////////////////// ////////////////// ////////////////// institutions................................. 5389 0 5390 0 5391 0 6. 7. All other loans.............................. 5459 0 5460 0 5461 0 7. 8. Lease financing receivables: ////////////////// ////////////////// ////////////////// a. Of U.S. addressees (domicile)............. 1257 0 1258 0 1259 0 8.a. b. Of non-U.S. addressees (domicile)......... 1271 0 1272 0 1791 0 8.b. 9. Debt securities and other assets (exclude ////////////////// ////////////////// ////////////////// other real estate owned and other repossessed ////////////////// ////////////////// ////////////////// assets)...................................... 3505 0 3506 0 3507 0 9. ------------------------------------------------------------------------ ----------------------------------------------------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------------------------------------------
Amounts reported in items 1 through 8 above include guaranteed and unguaranteed portions of past due and nonaccrual loans and leases. Report in item 10 below certain guaranteed loans and leases that have already been included in the amounts reported in items 1 through 8. ----------------------------------------------------------------------- 10. Loans and leases reported in items 1 RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou through 8 above which are wholly or ----------------------------------------------------------------------- partially guaranteed by the U.S. ////////////////// ////////////////// ////////////////// Government.................................. 5612 0 5613 0 5614 3,616 10. a. Guaranteed portion of loans and leases ////////////////// ////////////////// ////////////////// included in item 10 above................ 5615 0 5616 0 5617 1,182 10.a. -----------------------------------------------------------------------
26
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-19 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-N--CONTINUED ------- c373 (- ------------------------------------------------------------------ (Column A) (Column B) (Column C) Past due Past due 90 Nonaccrual 30 through 89 days or more days and still and still Memoranda accruing accruing -------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou -------------------------------------------------------------------------------------------------------------------------- 1. Restructured Loans and Leases included in //////////////////// /////////////////// /////////////////// Schedule RC-N, items 1 through 8, above........... 1658 0 1659 0 1661 0 M.1. 2. Loans to finance commercial real estate, //////////////////// /////////////////// /////////////////// construction, and land development activities //////////////////// /////////////////// /////////////////// (not secured by real estate) included in //////////////////// /////////////////// /////////////////// Schedule RC-N, items 4 and 7, above............... 6558 0 6559 0 6560 0 M.2. 3. Loans secured by real estate (sum of //////////////////// /////////////////// /////////////////// Memorandum items 3.a through 3.e must equal //////////////////// /////////////////// /////////////////// sum of Schedule RC-N, items 1.a and 1.b, above): //////////////////// /////////////////// /////////////////// a. Construction and land development.............. 2759 0 2769 0 3492 786 M.3.a b. Secured by farmland............................ 3493 0 3494 0 3495 0 M.3.b c. Secured by 1-4 family residential properties: //////////////////// /////////////////// /////////////////// (1) Revolving, open-end loans secured //////////////////// /////////////////// /////////////////// by 1-4 family residential properties and //////////////////// /////////////////// /////////////////// extended under lines of credit............. 5398 0 5399 0 5400 0 M.3.c.(1) (2) All other loans secured by 1-4 family //////////////////// /////////////////// /////////////////// residential properties..................... 5401 0 5402 27 5403 1,374 M.3.c.(2) d. Secured by multifamily (5 or more) //////////////////// /////////////////// /////////////////// residential properties......................... 3499 0 3500 0 3501 24 M.3.d. e. Secured by nonfarm nonresidential properties... 3502 0 3503 0 3504 5,097 M.3.e. -------------------------------------------------------------------- --------------------------------------------- (Column A) (Column B) Past due Past due 90 30 through 89 days days or more ---------------------- --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou --------------------------------------------------------------------------------------------------- 4. Interest rate, foreign exchange rate, and other //////////////////// /////////////////// commodity and equity contracts: //////////////////// /////////////////// a. Book value of amounts carried as assets........ 3522 0 3528 0 M.4.a. b. Replacement cost of contracts with a //////////////////// /////////////////// positive replacement cost...................... 3529 0 3530 0 M.4.b.
27
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-20 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-O--OTHER DATA FOR DEPOSIT INSURANCE ASSESSMENTS ------- c375 (- ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------- 1. Unposted debits (see instructions): ///////////////// a. Actual amount of all unposted debits . . . . . . . . . . . . . . . . . . . . . . . . . 0030 0 1.a. OR ///////////////// b. Separate amount of unposted debits: ///////////////// (1) Actual amount of unposted credits to demand deposits . . . . . . . . . . . . . . . 0031 N/A 1.b.(1) (2) Actual amount of unposted debits to time and savings deposits(1) . . . . . . . . . 0032 N/A 1.b.(2) 2. Unposted credits (see instructions): ///////////////// a. Actual amount of all unposted credits. . . . . . . . . . . . . . . . . . . . . . . . . 3510 0 2.a. OR ///////////////// b. Separate amount of unposted credits: ///////////////// (1) Actual amount of unposted credits to demand deposits . . . . . . . . . . . . . . . 3512 N/A 2.b.(1) (2) Actual amount of unposted credits to time and savings deposits(1). . . . . . . . . 3514 N/A 2.b.(2) 3. Uninvested trust funds (cash) held in bank's own trust fund department (not included ///////////////// in total deposits). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3520 0 3. 4. Deposits of consolidated subsidiaries (not included in total deposits): ///////////////// a. Demand deposits of consolidated subsidiaries . . . . . . . . . . . . . . . . . . . . . 2211 3,328 4.a. b. Time and savings deposits(1) of consolidated subsidiaries. . . . . . . . . . . . . . . 2351 0 4.b. c. Interest accrued and unpaid on deposits of consolidated subsidiaries . . . . . . . . . 5514 0 4.c. ------------------- 5. Not applicable. ------------------- Item 6 is not applicable to state nonmember banks that have not been authorized by the ///////////////// Federal Reserve to act as pass-through correspondents. ///////////////// 6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on ///////////////// behalf of its respondent depository institutions that are also reflected as deposit ///////////////// liabilities of the reporting bank: ///////////////// a. Amount reflected in demand deposits (included in Schedule RC-E, Memorandum item 4.a) . 2314 53 6.a. b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, . . . . . ///////////////// Memorandum item 4.b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2315 0 6.b. 7. Unamortized premiums and discounts on time and savings deposits:(1) ///////////////// a. Unamortized premiums . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5516 0 7.a. b. Unamortized discounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5517 0 7.b. ------------------- ----------------------------------------------------------------------------------------------------------------------- ------------------- 8. To be completed by banks with "Oakar deposits." ///////////////// Total "Adjusted Attributable Deposits" of all institutions acquired under Section 5(d)(3) ///////////////// of the Federal Deposit Insurance Act (from most recent FDIC Oakar Transaction Worksheet(s)) 5518 46,366 8. ------------------- ----------------------------------------------------------------------------------------------------------------------- ------------------- 9. Deposits in lifeline accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5596///////////// 9. 10.Benefit-responsive "Depository Institution Investment Contracts" (included in total ///////////////// deposits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8432 0 10. ------------------- -------------- (1) For FDIC insurance assessment purposes, "time and savings deposits" consists of nontransaction accounts and all transaction accounts other than demand deposits.
28
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-21 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-O--CONTINUED ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------- 11. Adjustments to demand deposits reported in Schedule RC-E for certain reciprocal ///////////////// demand balances: ///////////////// a. Amount by which demand deposits would be reduced if reciprocal demand balances ///////////////// between the reporting bank and savings associations were reported on a net basis ///////////////// rather than a gross basis in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . 8785 471 11.a b. Amount by which demand deposits would be increased if reciprocal demand balances ///////////////// between the reporting bank and U.S. branches and agencies of foreign banks were ///////////////// reported on a gross basis rather than a net basis in Schedule RC-E . . . . . . . . . 8786 0 11.b c. Amount by which demand deposits would be reduced if cash items in process of ///////////////// collection were included in the calculation of net reciprocal demand balances between ///////////////// the reporting bank and the domestic offices of U.S. banks and savings associations ///////////////// in Schedule RC-E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8787 1,976 11.c ------------------ Memoranda (to be completed each quarter except as noted) ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------- 1. Total deposits of the bank ///////////////// (sum of Memorandum items 1.a.(1) and 1.b.(1) must equal Schedule RC, items 13.a): ///////////////// a. Deposit accounts of $100,000 or less: ///////////////// (1) Amount of deposit accounts of $100,000 or less. . . . . . . . . . . . . . . . . . 2702 855,828 M.1.a.(1) (2) Number of deposit accounts of $100,000 or less (to be Number ///////////////// --------------------------- completed for the June report only). . . . . . . . . . RCON 3779 120,646 ///////////////// M.1.a.(2) --------------------------- b. Deposit accounts of more than $100,000: ///////////////// (1) Amount of deposit account of more than $100,000 Number 2710 437,484 M.1.b.(1) --------------------------- (2) Number of deposit accounts of more than $100,000 RCON 2722 1,194 ///////////////// M.1.b.(2) ----------------------------------------------- 2. Estimated amount of uninsured deposits of the bank: a. An estimate of your bank's uninsured deposits can be determined by multiplying the number of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(2) above by $100,000 and subtracting the result from the amount of deposit accounts of more than $100,000 reported in Memorandum item 1.b.(1) above. Indicate in the appropriate box at the right whether your bank has a method or procedure for determining a better estimate of uninsured deposits than the estimate YES NO ------------------- described above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6861 /// X M.2.a. ------------------- b. If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bil Mil Thou ------------------- determined by using your bank's method or procedure. . . . . . . . . . . . . . . . . . 5597 N/A M.2.b ------------------- ----------------------------------------------------------------------------------------------------------------------- Person to whom questions about the Reports of Condition and Income should be directed: C377 (- --------- Charles Finsel, Senior Vice President and Controller (405) 230-4053 ---------------------------------------------------------------------------------- -------------------------------------- Name and Title (TEXT 8901) Area Code and Phone Number (TEXT 8902)
29
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-22 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-R--RISK BASED CAPITAL This schedule must be completed by all banks as follows: Banks that reported total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1994, must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets of less than $1 billion must complete items 1 and 2 below or Schedule RC-R in its entirety, depending on their response to item 1 below. 1. Test for determining the extent to which Schedule RC-R must be completed. To be completed ------------- only by banks with total assets of less than $1 billion. Indicate in the appropriate box C380 ------------------ at the right whether the bank has total capital greater than or equal to eight percent YES NO ----------------------- of adjusted total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCON 6056 //// 1. ----------------------- For purposes of this test, adjusted total assets equals total assets less cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent of U.S. Government-sponsored agency obligations plus the allowance for loan and lease losses and selected off-balance sheet items as reported on Schedule RC-L (see instructions). If the box marked YES has been checked, then the bank only has to complete item 2 below. If the box marked NO has been checked, the bank must complete the remainder of this schedule. A NO response to item 1 does not necessarily mean that the bank's actual risk-based capital ratio is less than eight percent or that the bank is not in compliance with the risk-based capital guidelines. ------------------------------------------ (Column A) (Column B) Subordinated Debt(1) Other and Intermediate Limited- Item 2 is to be completed by all banks. Term Preferred Life Capital Stock Instruments -------------------- ------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- 2. Subordinate debt (1) and other limited-life capital instruments ///////////////// ///////////////// (original weighted average maturity of at least five years) with ///////////////// ///////////////// a remaining maturity of: ///////////////// ///////////////// a. One year or less . . . . . . . . . . . . . . . . . . . . . . . . . . 3780 0 3786 0 2.a. b. Over one tear through two years. . . . . . . . . . . . . . . . . . . 3781 0 3787 0 2.b. c. Over two years through three years . . . . . . . . . . . . . . . . . 3782 0 3788 0 2.c. d. Over three years through four years. . . . . . . . . . . . . . . . . 3783 0 3789 0 2.d. e. Over four years through five years . . . . . . . . . . . . . . . . . 3784 0 3790 0 2.e. f. Over five years. . . . . . . . . . . . . . . . . . . . . . . . . . . 3785 0 3791 0 2.f. ------------------------------------------ 3. Not applicable. ------------------------------------------ (Column A) (Column B) Items 4-9 and Memoranda items 1 and 2 are to be completed Assets Credit-Equiv- by banks that answered NO to item 1 above and Recorded alent Amount by banks with total assets of $1 billion or more. on the of Off-Balance Balance Sheet Sheet-Items(2) ------------------------------------------ 4. Assets and credit equivalent amounts of off-balance sheet RCON Bil Mil Thou RCON Bil Mil Thou ------------------- ------------------- items assigned to the Zero percent risk category: ///////////////// ///////////////// a. Assets recorded on the balance sheet: ///////////////// ///////////////// (1) Securities issued by, other claims on, and claims ///////////////// ///////////////// unconditionally guaranteed by, the U.S. Government and ///////////////// ///////////////// its agencies and other OECD central governments. . . . . . . . . 3794 127,779 ///////////////// 4.a.(1) (2) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3795 55,763 ///////////////// 4.a.(2) b. Credit equivalent amount of off-balance sheet items. . . . . . . . . ///////////////// 3796 0 4.b. ------------------------------------------ -------------- (1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7. (2) Do not report in column B the risk-weighted amount of assets reported in column A.
30
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-23 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-R--CONTINUED ------------------------------------------ (Column A) (Column B) Assets Credit Equiv- Recorded alent Amount on the of Off-Balance Balance Sheet Sheet Items(1) --------------------- --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------- --------------------- 5. Assets and credit equivalent amounts of off-balance sheet items //////////////////// /////////////////// assigned to the 20 percent risk category: //////////////////// /////////////////// a. Assets recorded on the balance sheet: //////////////////// /////////////////// (1) Claims conditionally guaranteed by the U.S. Government and its //////////////////// /////////////////// agencies and other OECD central governments. . . . . . . . . . . . 3798 81,357 /////////////////// 5.a.(1) (2) Claims collateralized by securities issued by the U.S. Government //////////////////// /////////////////// and its agencies and other OECD central governments; by //////////////////// /////////////////// securities issued by U.S. Government-sponsored agencies; and //////////////////// /////////////////// by cash on deposit . . . . . . . . . . . . . . . . . . . . . . . . 3799 0 /////////////////// 5.a.(2) (3) All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3800 382,642 /////////////////// 5.a.(3) b. Credit equivalent amount of off-balance sheet items. . . . . . . . . . . //////////////////// 3801 32,605 5.b. 6. Assets and credit equivalent amounts of off-balance sheet items //////////////////// /////////////////// assigned to the 50 percent risk category: //////////////////// /////////////////// a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . . . 3802 116,213 /////////////////// 6.a. b. Credit equivalent amount of off-balance sheet items. . . . . . . . . . . //////////////////// 3803 0 6.b. 7. Assets and credit equivalent amounts of off-balance sheet items //////////////////// /////////////////// assigned to the 100 percent risk category: //////////////////// /////////////////// a. Assets recorded on the balance sheet . . . . . . . . . . . . . . . . . . 3804 936,402 /////////////////// 7.a. b. Credit equivalent amount of off-balance sheet items. . . . . . . . . . . //////////////////// 3805 233,571 7.b. 8. On-balance sheet asset values excluded from the calculation of the //////////////////// /////////////////// risk-based capital ratio(2) . . . . . . . . . . . . . . . . . . . . . . . . 3806 (128) /////////////////// 8. 9. Total assets recorded on the balance sheet (sum of //////////////////// /////////////////// items 4.a, 5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC, //////////////////// /////////////////// item 12 plus items 4.b and 4.c) . . . . . . . . . . . . . . . . . . . . . . 3807 1,700,028 /////////////////// 9. --------------------- ---------------------
Memoranda --------------------- Dollar Amounts in Thousands RCON Bil Mil Thou --------------------------------------------------------------------------------------------------------------------------- 1. Current credit exposure across all off-balance sheet derivative contracts covered by the /////////////////// risk-based capital standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8764 0 M.1. ---------------------
--------------------------------------------------------------------------- With a remaining maturity of --------------------------------------------------------------------------- (Column A) (Column B) (Column C) One year or less Over one year Over five years through five years --------------------------------------------------------------------------- 2. Notional principal amounts of off-balance sheet derivative contracts(3): RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou ----------------------- ----------------------- ------------------------- a. Interest rate contracts. . . . . . . . . 3809 10,325 8766 100,000 8767 0 M.2.a. b. Foreign exchange contracts . . . . . . . 3812 0 8769 0 8770 0 M.2.b. c. Gold contracts . . . . . . . . . . . . . 8771 0 8772 0 8773 0 M.2.c. d. Other precious metals contracts. . . . . 8774 0 8775 0 8776 0 M.2.d. e. Other commodity contracts. . . . . . . . 8777 0 8778 0 8779 0 M.2.e. f. Equity derivative contracts. . . . . . . A000 0 A001 0 A002 0 M.2.f. --------------------------------------------------------------------------- -------------- (1) Do not report in column B the risk-weighted amount of assets reported in column A. (2) Include the difference between the fair value and the amortized cost of available-for-sale securities in item 8 and report the amortized cost of these securities in items 4 through 7 above. Item 8 also includes on- balance sheet asset values (or portions thereof) of off-balance sheet interest rate, foreign exchange rate, and commodity contracts and those contracts (e.g., futures contracts) not subject to risk-based capital. Exclude from item 8 margin accounts and accrued receivables as well as any portion of the allowance for loan and lease losses in excess of the amount that may be included in Tier 2 capital. (3) Exclude foreign exchange contracts with an original maturity of 14 days or less and all futures contracts.
31 Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-24 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718
OPTIONAL NARRATIVE STATEMENT CONCERNING THE AMOUNTS REPORTED IN THE REPORTS OF CONDITION AND INCOME at close of business on June 30, 1995 Boatmen's First National Bank of Oklahoma Oklahoma City , Oklahoma -------------------------------------------- ------------------- --------------- Legal Title of Bank City State The management of the reporting bank may, if it wishes, submit a brief narrative statement on the amounts reported in the Reports of Condition and Income. This optional statement will be made available to the public, along with the publicly available data in the Reports of Condition and Income, in response to any request for individual bank report data. However, the information reported in column A and in all of Memorandum 1 of Schedule RC-N is regarded as confidential and will not be released to the public. BANKS CHOOSING TO SUBMIT THE NARRATIVE STATEMENT SHOULD ENSURE THAT THE STATEMENT DOES NOT CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOMERS. Banks choosing not to make a statement may check the "No comment" box below and should make no entries of any kind in the space provided for the narrative statement; i.e. DO NOT enter in this space such phrases as "No statement," "Not applicable," "N/A," "No comment," and "None." The optional statement must be entered on this sheet. The statement should not exceed 100 words. Further, regardless of the number of words, the statement must not exceed 750 characters, including punctuation, indentation, and standard spacing between words and sentences. If any submission should exceed 750 characters, as defined, it will be truncated at 750 characters with no notice to the submitting bank and the truncated statement will appear as the bank's statement both on agency computerized records and in computer-file releases to the public. All information furnished by the bank in the narrative statement must be accurate and not misleading. Appropriate efforts shall be taken by the submitting bank to ensure the statement's accuracy. The statement must be signed, in the space provided below, by a senior officer of the bank who thereby attests to its accuracy. If, subsequent to the original submission, material changes are submitted for the data reported in the Reports of Condition and Income, the existing narrative statement will be deleted from the files, and from disclosure; the bank, at its option, may replace it with a statement, under signature, appropriate to the amended data. The optional narrative statement will appear in agency records and in release to the public exactly as submitted (or amended as described in the preceding paragraph) by the management of the bank (except for the truncation of statements exceeding the 750-character limit described above). THE STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS VERIFIED OR CONFIRMED THE ACCURACY OF THE INFORMATION CONTAINED THEREIN. A STATEMENT TO THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF THE OPTIONAL STATEMENT SUBMITTED BY THE MANAGEMENT OF THE REPORTING BANK. -------------------------------------------------------------------------------- No comment / / (RCON 6979) /c371 / c372/ (- BANK MANAGEMENT STATEMENT (please type or print clearly): (TEXT 6980) Financial results presented in this Call Report are consistent with Regulatory requirements of Push Down Accounting. The financial impact of Push Down Accounting resulted in a $2,379 after tax reduction in income for the six months ended June 30, 1995. /s/ Joe T. Shockley, Jr. 7/27/95 -------------------------------------- ----------------- Signature of Executive Officer of Bank Date of Signature 32
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 Address: 211 N. Robinson City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718
THIS PAGE IS TO BE COMPLETED BY ALL BANKS -------------------------------------------------------------------------------- CALL NO. 192 32 06-30-95 CERT: 26716 00021 STBK 40-2545 BOATMEN'S FIRST NATIONAL BANK OF OKL P.O. BOX 25189 OKLAHOMA CITY, OK 73125 OMB No. For OCC: 1557-0081 OMB No. For FDIC: 3064-0052 OMB No. For Federal Reserve: 7100-0036 Expiration Date: 3/31/96 SPECIAL REPORT (Dollar Amounts in Thousands) ------------------------------------------------------------- CLOSE OF BUSINESS FDIC Certificate Number DATE C-700 (- 6/30/95 26718 -------------------------------------------------------------------------------- LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date) -------------------------------------------------------------------------------- The following information is required by Public Laws 90-44 and 102-242, but does not constitute a part of the Report of Condition. With each Report of Condition, these Laws require all banks to furnish a report of all loans or other extensions of credit to their executive officers made since the date of the previous Report of Condition. Data regarding individual loans or other extensions of credit are not required. If no such loans or other extensions of credit were made during the period, insert "none" against subitem (a). (Exclude the first $15,000 of indebtedness of each executive officer under bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of Federal Regulations (Federal Reserve Board Regulation 0) for the definitions of "executive officer" and "extension of credit," respectively. Exclude loans and other extensions of credit to directors and principal shareholders who are not executive officers. ---------------------------------------------------------------------------------------------------------------------------------- ------------------------- a. Number of loans made to executive officers since the previous Call Report date. . . . . . . . . . RCON 3561 1 a. b. Total dollar amount of above loans (in thousands of dollars). . . . . . . . . . . . . . . . . . . RCON 3562 500 b. ------------------------- c. Range of interest charged on above loans ------------------------------------------------------ (example: 9 3/4% = 9.75) . . . . . . . . . . . . . . . . . . . . . . . RCON 7701 9.00 % to RCON 7702 9.00 % c. -------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------- SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year) /s/ Charles Finsel Sr. V.P. and Controller 7/26/95 -------------------------------------------------------------------------------- NAME AND TITLE OF PERSON TO WHOM INQUIRIES MAY BE DIRECTED (TEXT 8903) AREA CODE/PHONE NUMBER (TEXT 8904) Charles Finsel, Senior Vice President and Controller (405) 230-4053 -------------------------------------------------------------------------------- 33 EX-25.02 11 EX-25.02 Exhibit 25.02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA ------------------------------------------------------------------------------- (Exact name of Trustee as specified in its charter) 73-1280339 ------------------------------ --------------------------------------- (State of incorporation if not (I.R.S. Employer Identification No.) a national bank) 211 North Robinson 11 Floor North Tower Oklahoma City, Oklahoma 73102 ------------------------------ --------------------------------------- (Address of Trustee's principal (Zip Code) executive offices) OKLAHOMA GAS AND ELECTRIC COMPANY ------------------------------------------------------------------------------- (Exact name of Obligor as specified in its charter) OKLAHOMA 73-0382390 ------------------------------ --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) ------------------------------------------------------------------------------- (Exact name of Obligor as specified in its charter) ------------------------------ --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 101 North Robinson P.O. Box 321 Oklahoma City, Oklahoma 73101 ------------------------------ --------------------------------------- (Address of principal executive (Zip Code) officers) First Mortgage Bonds ------------------------------------------------------------------------------- (Title of the Indenture securities) -2- GENERAL Item 1. General information Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Office of Comptroller of Currency 250 E. St. S.W. Washington. D.C. 20219 FDIC 550 17th St. N.W. Washington, D.C. 20429 Federal Reserve Bank 20th St. & Constitution Ave., N.W. Washington, D.C. 20551 To determine compliance with the Bank Holding Company Act of 1956, as amended, and regulations thereunder. Board of Governors Federal Reserve System Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. Affiliations with Obligor and Underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None -3- Item 16. List of Exhibits List below all exhibits filed as a part of this statement of eligibility and qualifications. - Exhibit 1. A copy of articles of association of the trustees as now in effect. - Exhibit 2. A copy of the existing by-laws of the trustee. - Exhibit 3. Certification. - Exhibit 4. The consents of the trustee required by Section 321 (b) of the Act. - Exhibit 5. A copy of the latest report of condition of the trustee published pursuant to the law or the requirements of its supervising or examining authority. -4- SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA, a corporation organized and existing under the laws of Oklahoma, has duly caused this statement of eligibility and qualifications to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Oklahoma City, and State of Oklahoma on the 14th day of August, 1995. BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA TRUSTEE By: /s/ Sue Shipman --------------------------------------------- S. Shipman Vice President EXHIBIT 1 BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA AMENDED ARTICLES OF ASSOCIATION For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following articles of association: FIRST. The title of this association shall be Boatmen's First National Bank of Oklahoma. SECOND. The main office of the association shall be in Oklahoma City, county of Oklahoma, state of Oklahoma. The general business of the association shall be conducted at its main office and its branches. THIRD. The board of directors of this association shall consist of not less than five nor more than twenty-five shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of the shareholders at any annual Or special meeting thereof. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the board of directors may be filled by action of the board of directors provided, however, that a majority of the full board of directors may not increase the number of directors to a number which: (1) exceeds by more than two the number of directors last elected by shareholders where the number was 15 or less; and (2) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more, but in no event shall the number of directors exceed 25. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefore in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the board of directors. FIFTH. The authorized amount of capital stock of this association shall be 5,115,500 shares of common stock of the par value of Five Dollars ($5.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. SIXTH. The board of directors shall appoint one of its members president of this association, who shall be chairperson of the board, unless the board appoints another director to be the chairperson. The board of directors shall have the power to appoint one or more vice presidents; and to appoint a cashier and such other officers and employees as may be required to transact the business of this association. The board of directors shall have the power to: - Define the duties of the officers and employees of the association. - Fix the salaries to be paid to the officers and employees. - Dismiss officers and employees. - Require bonds from officers and employees and to fix the penalty thereof. - Regulate the manner in which any increase of the capital of the association shall be made. - Manage and administer the business and affairs of the association. - Make all bylaws that it may be lawful for the board to make. - Generally to perform all acts that are legal for a board of directors to perform. SEVENTH. The board of directors shall have the power to change the location of the main office to any other place within the limits of Oklahoma City, with the approval of the Comptroller of the Currency, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location, with the approval of the Comptroller of the Currency, without the approval of the shareholders. EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States. NINTH. The board of directors of this association, or any one (1) or more shareholders owning, in the aggregate, not less than five percent (5%) of the stock of this association, may call a special meeting of shareholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10 days prior to the date of the meeting to each shareholder of record at his address as shown upon the books of this association. TENTH (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law (as if the Association had been incorporated as a Delaware corporation), as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights that such law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Association shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only. if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this section shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that if the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation) requires, the payment of such expenses incurred by a director or officer in his or her capacity in which service was or is rendered by such director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified for such expenses under this section or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers. NOTWITHSTANDING THE FOREGOING, no person shall be indemnified hereunder by the Association against expenses, penalties, or other payments incurred in an administrative proceeding or action (instituted by an appropriate bank regulatory agency) which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the Association. (b) RIGHT OF CLAIMANT TO BRING SUIT. If a claim under paragraph (a) of this section is not paid in full by the Association within thirty (30) days after a written claim has been received by the Association, the claimant may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim and if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting or defending such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Association) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation) for the Association to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Association. Neither the failure of the Association (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standards of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Association (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met such applicable standard of conduct. (c) NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of stockholders or disinterested directors or otherwise. (d) INSURANCE. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have had the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law (had the Association been incorporated as a Delaware corporation); PROVIDED, HOWEVER, that no such insurance shall protect directors, officers or employees against any expense, liability, or loss caused by the issuance of a formal order by an appropriate bank regulatory agency assessing civil money penalties against a bank director or employee. ELEVENTH. These articles of association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. These Articles of Association supersede all prior Articles of Association and to this end all prior Articles of Association are hereby repealed. The foregoing is a true and correct copy of the Articles of Association of Boatmen's First National Bank of Oklahoma as amended as of this date, November 21, 1991. EXHIBIT 2 BYLAWS OF BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA ARTICLE I MEETINGS OF SHAREHOLDER(S) Section 1. ANNUAL MEETING. The annual meeting of the shareholders of this Association for the election of directors and for the transaction of such other business as may come before its meeting shall be held at its banking house or such other places as the Board of Directors may designate, on the fourth Tuesday of March of each year. Notice of such meeting shall be mailed at least ten days prior to the date thereof, addressed to each shareholder at his or her address appearing on the books of the Association; but any failure to mail such notice or any irregularity therein shall not affect the validity of such meeting or of any of the proceedings thereat. If, for any cause, an election of directors is not held on said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable; and notice thereof shall be given in the manner provided by the National Bank Act. Section 2. SPECIAL MEETINGS. The Secretary shall call a special meeting of the shareholder(s), at any time, upon the order of the Board of Directors, or any shareholder, owning in the aggregate not less than 10% of the stock of the Association. Unless otherwise required by law, notice of any special meeting shall be sufficient if mailed not less than ten days before the meeting, to each shareholder at his or her address appearing on the books of the bank. The notice shall state the time, place and purpose of the meeting. Section 3. JUDGES OF ELECTION. Every election of directors at an annual meeting shall be managed by three judges who shall be appointed by the Board of Directors prior to said annual meeting. The Board may appoint any necessary substitutes. The judges shall conduct the election and after the election they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the directors elected. Section 4. QUORUM. A majority of the shares of the outstanding capital stock entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of the shareholder(s) unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every matter submitted to the shareholder(s) at any meeting unless otherwise provided by law. 1 Section 5. NOMINATION OF DIRECTORS. Nomination for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D. C., not less than 14 days nor more than 50 days prior to any meeting of the shareholder(s) called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to the shareholder(s), such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Nominations not made in accordance herewith may, in his or her discretion, be disregarded by the Chairman of the meeting, and upon his or her instructions, the judges of election may disregard all votes cast for each such nominee. ARTICLE 2 DIRECTORS Section 1. NUMBER. The Board of Directors, hereinafter referred to as the Board, shall be composed of not less than five nor more than twenty members. The number of directors to be elected each year at the annual meeting of shareholder(s) shall be determined by a vote of the shareholder(s) at such meeting. Section 2. QUALIFICATION, ELECTION AND TERM OF OFFICE. Directors shall hold qualifying shares of stock of a value meeting the requirements of the National Bank Act and regulations promulgated pursuant thereto. Directors shall be elected at the annual shareholder's(s') meeting or at any special shareholder's(s') meeting, or by the Board to fill vacancies, as provided by law or by these Bylaws, except that no person shall be nominated who shall have attained the age of 72 on or before the meeting at which directors are to be elected, or, who does not have a business or civic activity involving substantial time and executive responsibility. Each director shall take and subscribe his or her oath of office in form and manner required by law before entering upon his or her duties of such director. At each annual election each director shall be elected to hold office for one year and until his or her successor is elected and has qualified, or until his or her death, or until he or she shall resign or shall have become disqualified or shall have been removed from office. Any director who fails to own qualifying stock in the amount and manner provided by the National Bank Act and regulations promulgated pursuant 2 thereto shall be disqualified and, without the necessity of any formal resignation, shall cease to be a director, provided that no action of the Board, based upon the vote or written consent Of such disqualified director, shall be invalidated by reason of such disqualification until notice of such disqualification shall have been served upon or come to the attention of the Board. A maximum of sixteen outside directors, not employed by the Association, may be elected to the Board and each shall be eligible to serve an eight-year term; provided, however, each shall be required to stand for annual re-election. These eight year terms shall be staggered to require the election of at least two new outside directors annually. Any outside director who has served an eight-year term or, in filling a vacancy, completed an eight-year term of another person, is not eligible for re-election to the Board for a period of two years. A maximum of four inside directors, officers of the Association, may be elected to the Board. Each shall not be subject to eight-year terms but each shall be required to stand for annual re-election. Officers of this Association who are otherwise qualified may be elected to the Board. Section 3. ORGANIZATION MEETING. The Secretary, upon receiving the certificate of the judges of the result of the election, shall cause the same to be recorded in the minute book of the Association and shall announce the names of those elected, and the meeting for the organization of the Board shall take place at the banking house immediately after the adjournment of the shareholder's(s') meeting. If, at the time fixed for the meeting of the directors-elect, there shall not be a quorum present, the members present may adjourn from time to time until a quorum is obtained. The first order of business shall be to ascertain that the directors present have taken the oath of office as prescribed by law. Section 4. REGULAR MEETINGS. The Board shall hold a regular meeting at the banking house, without notice on the fourth Thursday of every other month beginning in January at such hour as the Board may see fit. Should the day appointed for the regular meeting fall on a legal holiday or if the meeting cannot be held for any reason, the meeting shall be held at the same time on the next business day, or on such day and at such time as the Chairman of the Board may direct. Section 5. SPECIAL MEETING. Special meetings of the Board may be called at any time by the Chairman of the Board. The Secretary shall call a special meeting of the Board upon the written request of at least three directors. Notice of such meeting shall be received by mail, or given in person or by telephone, not less than twelve hours before the time set for the meeting. Members of the Board may participate in such special 3 meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear one another. Section 6. SPECIAL ACTION BY THE BOARD. Any action required or permitted to be taken at any meeting of the Board, or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 7. QUORUM. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time to time, and the meeting may be resumed from point of adjournment, without further notice if a quorum is present. Section 8. RETIREMENT OF DIRECTORS. A director shall not be eligible for re-election at the annual meeting of shareholder(s) if the director has reached his or her 72nd birthday, or if the director has retired from his or her principal business association and not replaced it with a business or civic activity involving substantial time and executive responsibility. Further, an inside director shall retire from the Board at the time he or she retires from active service with the Association. Section 9. RESIGNATIONS AND REMOVAL. Any director may resign from the board at any time by giving written notice to the Chairman of the Board or the Secretary of the Association, and unless specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed as a director by a vote of at least 3/4 of the whole number of directors; however, no director shall be removed until he or she has first had notice of intent to remove him or her, which notice shall set forth in reasonable detail the reasons for removal, and given an opportunity to be heard with respect to such reasons at a meeting of the Board duly called for such purpose. Notwithstanding anything else contained in this Section 8, a director shall be automatically removed from the board and an immediate vacancy shall be created with no action being required by any board member, upon the occurrence of one of the following events: 1. Criminal conviction of or pleas of guilty or nolo contenders being entered by any board member for (i) an offense constituting a felony under any federal or state law, or (ii) any other crime involving dishonesty or breach of trust; 4 2. Non-attendance by any director of fifty percent (50%) or more of the regular meetings, as described in Section 4 of Article; and 3. Failure to meet the qualifications for a director pursuant to 12 U.S.C. Section 72 and amendments thereto. Section 10. VACANCIES. When any vacancy occurs among the directors, the remaining members of the Board may at any regular or special meeting appoint a director to fill such vacancy. The eligibility of the appointed director for re-election shall be the same as his or her predecessor as established by Section 2 of this Article. Section 11. DIRECTORS' FEES. Fees shall be paid to each outside director as a retainer and for attendance of any meeting of the Board or a Committee of the Board. The amount shall be set by the Board. Section 12. RULES. The Board shall observe the following rules in its meetings, except when the same or any of them may be suspended by unanimous consent of the directors present constituting a majority of the entire Board: 1. All questions on order shall be decided by the Chairman, subject to an appeal to the Board of Directors. 2. The Chairman shall not be entitled to vote on any question except in the event of a tie. 3. If it is requested by any director present, prior to the submission of any motion for vote, the affirmative, negative and abstaining votes of each director shall be recorded in the minutes. 4. No director shall be required to give his reasons for any vote. 5. Any director personally interested in any business shall abstain from voting thereon and such director shall withdraw from the meetings of the Board when it is taken up for consideration if so requested by the presiding officer or any other director. 6. The proceedings of the Board shall be confidential. Section 13. ADVISORY DIRECTORS. The Board or the shareholders may elect, for one year terms, not more than two advisory directors. Except for the power to vote, advisory directors shall be entitled to all the rights and privileges of other directors. Their presence at or absence from a meeting shall not be taken into account in the determination of a quorum. 5 Advisory directors may be more than 72 years of age and need not be actively involved in either a business or a civic activity. The provisions of Section 8 of this Article 2 shall also be applicable to advisory directors. Duties of advisory directors shall be established in each instance by the Executive Committee or, at the discretion of that committee, by the Chairman of the Board. Section 14. BOARD'S SECRETARY. The Board shall elect or the Chairman shall appoint a Secretary to the Board, who shall cause proceedings of the Board to be reduced to writing and placed in the Association's records. ARTICLE 3 COMMITTEES OF THE BOARD Section 1. EXECUTIVE COMMITTEE. During the intervals between the meetings of the Board the general authority of the Board shall be vested in the Executive Committee. Subject to the review of its actions by the Board, the Executive Committee shall decide questions of corporate policy, except that it shall have no power. or authority as to the following: 1. The adoption, amendment, or repeal of the Bylaws; 2. The declaration of dividends; and 3. Any other action proscribed by law or by ruling of a regulatory authority. The Board shall designate at least five, but no more than seven, of its number as an Executive Committee which may meet at stated times or on notice to all by any of its number. However, if the total number of directors is ten or less, the number of directors on the Executive Committee may be designated by the Board, but in no event less than three. The Chairman of the Board shall be a member and Chairman of the Executive Committee. Other officers who serve as directors may also be members, but not in numbers sufficient to constitute a quorum of the full committee. A majority of all members of the Executive Committee shall constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting at which there is a quorum shall be the act of such committee. In the absence or disqualification of any member of the Executive Committee, absent objection by any qualified member or members thereof present at any meeting, whether or not a quorum has been constituted, the Chairman of the Executive Committee may 6 invite another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. The Executive Committee shall provide supervision to the lending function of the Association. This supervision shall include; 1. Assuring compliance with and approving changes to the Association's Loan Policy; 2. Reviewing all credits which have been granted by the Association, since the last meeting of the Executive Committee, which are in excess of the amount specified in the Loan Policy for loans of a particular credit grade. The Chairman of the Executive Committee is authorized to appoint a Secretary, who need not be a member of the Board and such other officers as it may deem necessary or advisable and may make such rules and regulation as it shall deem necessary or advisable, consistent with these Bylaws and resolutions of the Board. The Executive Committee shall meet at least ten times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. Section 2. AUDIT COMMITTEE. The Board shall appoint an Audit Committee consisting of a minimum of two directors, all of whom shall be outside directors. The Audit Committee shall be responsible to ensure that the Association has a strategic audit plan and an efficient and effective audit program, consistent with generally accepted auditing standards. The strategic audit plan and the audit program shall contribute to the goals and objectives of the Association. The Audit Committee shall also fulfill the responsibilities of the Trust Audit Committee as prescribed by regulatory authorities. The Audit Committee shall have authority to employ such assistance in the performance of its duties as it may deem necessary. The Audit Committee shall provide supervision to the Internal Audit Department. This supervision.shall include: 1. Assuring compliance and approving changes to the Association's Audit Policy; 2. Ensuring Internal Audit's independence to freely conduct auditing without management interference; 3. Reviewing results of internal Audit activities, including: a. Action taken by bank management on internal audit recommendations; 7 b. Reports of compliance audits regarding the Association's Code of Conduct; and c. Reports of defalcations made to regulatory authorities. 4. Reviewing the adequacy of the Internal Audit's expense budget and objectives. The Audit Committee shall report significant audit matters on a timely basis to the Board. All reports of internal audits and reports of audits and examinations by outside auditors, regulatory authorities, or First Interstate Bancorp, together with action taken thereon, shall be reviewed by the Audit Committee, with such review noted in the minutes of the Committee. The Audit Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Audit Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 3. TRUST COMMITTEE. The Board shall appoint a Trust Committee to consist of not less than two directors. The Trust Committee shall be responsible to ensure that the Trust Group properly exercises its fiduciary powers on behalf of the Association. The Trust Committee shall provide supervision to the Trust Group. This supervision shall include: 1. Assuring compliance and approving changes to the Association's Trust Policy; 2. Ensuring compliance with laws, regulations and rulings that govern the operations, including: a. The proper acceptance and relinquishment of fiduciary accounts and the proper maintenance of written records of all such accounts; b. The periodic review of all trust accounts to determine the advisability of retaining or disposing of the assets held in each fiduciary account where the Association has investment responsibilities; c. The designation, employment, or retention of legal counsel to pass upon fiduciary matters and to advise the Trust Group; and 8 3. Reviewing the adequacy of the Trust Group's budget and objectives. The Trust Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Trust Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 4. INVESTMENT COMMITTEE. The Board shall appoint an Investment Committee to consist of not less than two directors. The Investment Committee shall be responsible to oversee the investment activities of the Investment Group. The Investment Committee shall provide supervision to the Investment Group. This supervision shall include: 1. Assuring compliance with and approving changes to the Association's Investment Policy; 2. Reviewing reports of investment portfolio transactions; 3. Reviewing both the trading limits and the underwriting risks; 4. Reviewing all new products and services; 5. Reviewing all options, swaps, caps, or other major types of commitments; 6. Reviewing incentive compensation plans; 7. Reviewing the adequacy of the Investment Group's budget and objectives. The Investment Committee shall meet at least five times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Investment Committee shall perform such other duties as the Board or the Executive Committee may from time to time assign. Section 5. COMMUNITY REINVESTMENT ACT OVERSIGHT COMMITTEE. The Board shall appoint a Community Reinvestment Act Oversight Committee consisting of a minimum of two directors. The Community Reinvestment Act Oversight Committee shall be responsible to ensure the Association complies with the provisions of the Community Reinvestment Act. 9 The Community Reinvestment Act Oversight Committee shall provide supervision to the Community Reinvestment Act Committee. This supervision shall include: 1. Assuring compliance with and approving changes to the Association's Community Reinvestment Act strategic plan; 2. Review and approval of the Association's Community Reinvestment Act Statement and Notice; 3. Reporting all Community Reinvestment Act programs and activities of the Association to the Board of Directors; and 4. Participating in appropriate community activities and functions of the Association. The Community Reinvestment Act Oversight Committee shall meet at least two times each year and shall keep true and correct minutes of all meetings. Copies of such minutes shall be filed with the Board. The Community Reinvestment Act Oversight Committee shall perform other duties as the Board or the Executive Committee may from time to time assign. Section 6. OTHER COMMITTEES. The Board, the Executive Committee or the Chairman of the Board, may from time to time create and appoint any other committee or committees, whether composed of directors, officers, or employees, with such duties, responsibilities, and authority as may be prescribed by the Board, by the Executive Committee or by the Chairman of the Board. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings. The Board, the Executive Committee, or the Chairman of the Board shall have power to change the members of any such committee, to fill vacancies and to dissolve any such committee at any time. Any committee may appoint one or more sub-committees, of its own members, to advise with such committee, or to apportion the work of such committee. Section 7. QUORUM. A majority of all the members of any Committee shall constitute a quorum for the transaction of business at any meeting. The act of a majority of the members present at any meeting at which a quorum is present shall be the act of the Committee. In the absence of a quorum a majority of the members present, or if only one member is present, such member, may adjourn any 10 meeting to a day certain or from time to time until a quorum is in attendance. Notice of an adjourned meeting need not be given. ARTICLE 4 OFFICERS Section 1. OFFICERS. The officers of the Association may consist of a Chairman of the Board, a Chief Executive Officer, a Vice Chairman, a President, a Secretary, a Chief Financial Officer, a General Auditor, and one or more Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The Chairman of the Board shall be elected from members of the Board. More than one title may be held by one person and not all titles need to be held. The Board may prescribe the duties of each officer and employee, subject to the provisions of these Bylaws. The Board may also appoint or authorize the Chairman of the Board to appoint a Cashier, a Comptroller, and one or more Assistant Vice Presidents, Assistant Secretaries, Investment officers, Trust Officers, Assistant Trust officers, Audit Officers, Assistant Cashiers and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of this Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon, or assigned to, them by the Board or by the Chairman of the Board. Section 2. ELECTIONS, APPOINTMENTS AND REMOVALS. The officers shall be elected by the Board at the annual organizational meeting (the first meeting after the election of the Board) and shall hold office at the pleasure of the Board. Other officers, either in addition to or in place of officers elected at the organizational meeting of the Board, may also be elected by the Board or by the Executive Committee at any regular or special meeting during the year. The Chairman of the Board may appoint members of the staff to the titles of Vice President or any lesser titles which, in the opinion of the Chairman of the Board, are required or desirable for the purpose of filling vacancies or of increasing the number of officers, which appointees shall hold office until the annual organizational meeting of the Board or until their appointment is terminated by the Chairman of the Board or the Board. Notwithstanding anything to the contrary contained in these Bylaws, the authority of the Board of Directors to dismiss officers at pleasure is delegated, without restriction, to the Chairman of the Board, or to an officer who shall have been designated by the Chairman of the Board, who are authorized to remove any officer of equal or lesser corporate title from office, or to appoint an officer to a corporate title in a lower group than that to which 11 the officer was elected by the Board of Directors or the Executive Committee. Section 3. CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER. The Chairman of the Board shall be the Chief Executive Officer. The Chairman of the Board shall be a member of the Board and shall preside as Chairman of the Board at meetings of the Board and as Chairman at shareholder's(s') meetings. The Chairman of the Board shall have general executive supervision of the business and affairs of the Association and shall be an ex officio member of all committees, except committees on which officers of the Association are prohibited from serving by the laws of the United States or these Bylaws. During the temporary absence or inability to act of the Chairman of the Board, the Vice Chairman or an officer who shall have been designated by the Chairman of the Board shall perform the duties and have the authority of the Chairman of the Board. In the absence or disability of such officer and if another officer shall have not been designated by the Chairman of the Board, an officer designated by the Board or the Executive Committee shall perform such duties and have such authority. Section 4. VICE CHAIRMAN. The Vice Chairman shall perform such duties as assigned by the Chairman of the Board. The Vice Chairman may preside at meetings of the Board upon request of the Chairman or in the absence of the Chairman of the Board. He shall also serve the Association in an advisory capacity and shall have such other powers and duties as may from time to time be assigned to him by the Board. Section 5. PRESIDENT. The President shall perform such duties as assigned by the Chairman of the Board. The President may preside at meetings of the Board upon request of the Chairman or, in the absence of the Chairman of the Board and Vice Chairman. He shall also serve the Association in an advisory capacity and shall have such other powers and duties as may from time to time be assigned to him by the Board. Section 6. EXECUTIVE VICE PRESIDENTS. The Board or the Executive Committee may elect one or more Executive Vice Presidents, with such accountabilities, responsibilities, and authority as may be prescribed by the Chairman of the Board. In addition to regularly assigned accountabilities and responsibilities, the Executive Vice Presidents shall serve on such committees, represent the Association at such meetings and conventions, and perform such other functions as may be directed by the Chairman of the Board. Section 7. SENIOR VICE PRESIDENTS. The Board or the Executive Committee may elect one or more Senior Vice Presidents, 12 with such accountabilities, responsibilities, and authority as may be prescribed by the Chairman of the Board or other appropriate senior authority. In addition to regularly assigned accountabilities and responsibilities, the Senior Vice Presidents shall serve on such committees, represent the Association at such meetings and conventions, and perform such other functions as may be directed by appropriate senior authority. Section 8. VICE PRESIDENTS. Each Vice President shall have the powers and duties customarily attaching to such office subject to such limitations as the Board may prescribe and shall have such other duties and powers as the Board may designate. Section 9. SECRETARY. The Secretary shall keep accurate minutes of all meetings of the shareholder(s) of the Association and shall give notices required by these Bylaws. He or she shall have custody of the Association's seal, records, documents and papers unless otherwise provided by the Bylaws or by the Board, and he or she shall have such other powers and duties as may from time to time be assigned by the Board including, but not limited to, the duties of the Cashier. Section 10. ASSISTANT SECRETARY. The Board may elect an Assistant Secretary who, in the absence of the Secretary, shall perform the duties of the Secretary. Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall be responsible for the efficiency of the operating departments of the Association and it shall be his or her responsibility to maintain an effective control of the Association's operating expenses. The Chief Financial Officer shall be responsible through designated supervisors for the effective operations of other organizational groupings with duties related to the fiscal functions. It shall be his or her duty to report to the Board or the Executive Committee, when requested, on any matter pertaining to the general operations of the Association. Section 12. COMPTROLLER. Under the direction of the Chairman of the Board or the Chief Financial Officer, the Comptroller shall have the powers and duties customarily attached to such office subject to such limitations as the Board may prescribe and shall have such other duties and powers as the Chairman of the Board or Chief Financial Officer may designate. Section 13. GENERAL AUDITOR. The Board shall appoint an Audit Director. The Audit Director, with the concurrence of the Audit Committee, shall develop and implement a strategic audit plan, and an efficient and effective audit program consistent with generally 13 accepted auditing standards. The strategic audit plan shall contribute to the goals and objectives of the Association. Through implementation of the strategic audit plan and the audit program, the Audit Director is responsible for determining and reporting to management and to the Audit Committee: the Association's adherence to policies and procedures; the adequacy and effectiveness of the Association's system of internal controls; the proper recording of the Association's assets, liabilities, income, and expense; and, the Association's compliance with applicable laws and regulations. The Audit Director shall have access to all Association records and personnel necessary for the timely completion of official duties. The Audit Director shall be accountable to the Board through the Audit Committee; for administrative purposes, the Audit Director shall be responsible to the President of the Board. Section 14. CASHIER. Under the direction of the Chairman of the Board or officer acting under the authority of the Chairman of the Board, the Cashier shall be accountable for compliance by the Association with Federal and State statutes and regulations as may be applicable. Section 15. OTHER EMPLOYEES. The Board or the Chairman of the Board may appoint, from time to time, such agents and nonofficer employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salaries to be paid them and dismiss them. Subject to the authority of the Board, the Chairman of the Board, or any other officer of the Association authorized by him, may appoint and dismiss all or any nonofficer employees and prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 16. DUTIES AND BONDS. The accountabilities, responsibilities and authority of the officers shall be as provided by law, or specifically set forth in these Bylaws, or shall be such as have been or may be prescribed and established by the Board or the Executive Committee at any time or from time to time. For officers whose major accountabilities and responsibilities are set forth in these Bylaws, the Chairman of the Board or officer acting under the authority of the Chairman of the Board may, at any time or from time to time, add new or collateral accountabilities and responsibilities to meet the needs of the Association. Accountabilities and responsibilities of officers shall be such as have been set forth in job description summaries prepared and approved in accordance with procedures established by the Chairman of the Board. 14 Authority of officers to sign documents on behalf of the Association shall be prescribed in Article 7 of these Bylaws. When the signatures of two officers are required, a person holding two offices shall act or sign only in his or her capacity as one of such officers. The Board shall provide for such fidelity insurance and surety bonds covering the officers and employees of the Association as it may determine to be prudent and advisable in the interest.of the Association. Section 17. ABSENT OFFICERS. When any officer is absent from the Association, the Chairman of the Board may designate another officer to perform the duties of the absent officer. ARTICLE 5 STOCK AND STOCK CERTIFICATES Section 1. TRANSFERS. Shares of stock shall be transferable only on the books of the Association, subject to the restrictions and provisions of the national banking laws, and a transfer book shall be provided in which all assignments and transfers of stock shall be made. The transfer of stock shall be suspended during shareholder'(s') meetings. Section 2. STOCK CERTIFICATES. Certificates of stock shall be signed by either the Chairman of the Board, the Vice Chairman, the President, or Executive Vice President, and attested by the Secretary, Cashier, Assistant Secretary or Assistant Cashier, and the seal of the Association impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association upon surrender of the.certificate and shall contain the provisions required by statute. ARTICLE 6 CORPORATE SEAL Section 1. IMPRESSION. The following is an impression of the seal adopted by the Board. (SEAL) 15 Section 2. OFFICER'S AUTHORITY. The Chairman of the Board, the Vice Chairman, the President, an Executive Vice President, a Senior Vice President, a Vice-President, an Assistant Vice-President, the Cashier, the General Auditor, the Secretary, an Assistant Cashier, an Assistant Secretary, an Investment officer, a Trust Officer or an Assistant Trust Officer shall have the authority to affix the corporate seal to documents. ARTICLE 7 MISCELLANEOUS PROVISIONS Section 1. RECORDS. The Articles of Association, the Bylaws and the proceedings of all meetings of the shareholder(s), the Board, the Executive Committee and any other committee of the Board, shall be recorded in appropriate minute books. The minutes of each such meeting shall be signed by the Secretary or Assistant Secretary or other officer appointed to act as Secretary of the meeting. Section 2. FISCAL YEAR. The fiscal year of the Association shall be the calendar year. Section 3. EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman, the President, or Chairman of the Executive Committee, or any Executive Vice President, or any Senior Vice President, or any Vice President, or the Secretary, or the Cashier, or the Assistant Secretary, or any Investment Officer, or any Assistant Cashier, or if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered, or accepted in behalf of the Association in such other manner and by such other officers as the Board may from time to time direct. The signature of any officer affixed to any deed, mortgage or other instrument affecting real property must be attested by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or by any Assistant Vice President or other senior officer who, for this purpose, is authorized to utilize the title of Assistant Cashier in conjunction with his or her designated title. Section 4. BANKING HOURS. The hours the Association shall be open for business shall be fixed by the Board; provided the Executive Committee, or the Chairman of the Board, may, when in its, or his or her, opinion reasonable cause exists, change the 16 banking hours or close the Association on any particular day or days. Section 5. RANSOM. Any funds paid to accomplish the release, whether or not achieved, of a director, officer, or other employee of the Association (or any members of the family of any of the foregoing) as the result of a ransom demand, shall be considered as an expense by the Association in its efforts to safeguard the lives of any of the above, which the Association considers to be its obligations. In no way shall such funds so paid be considered as remuneration to the person so ransomed, nor to the person receiving the ransom demand. Section 6. EMERGENCIES. The Board shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Association by its directors and officers as contemplated by these Bylaws, any two or more available members of the then incumbent Executive Committee shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article 3 of these Bylaws; and in addition, such Committee shall be empowered to exercise all of the powers reserved to the Trust Committee under Article 3 hereof. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with the foregoing provisions of this Section. This bylaw shall be subject to implementation by resolutions of the Board passed from time to time for that purpose, and any provisions of these Bylaws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary resolutions shall be suspended until a majority of the Board is available to direct the conduct and management of the Association's affairs and business under all of the other provisions of these Bylaws. ARTICLE 8 INSPECTION AND AMENDMENTS Section 1. INSPECTION. A copy of the Bylaws, with all amendments to date, shall at all times be kept at the office of the Association, and shall be open for inspection by all shareholder(s), during banking hours. 17 Section 2. AMENDMENTS. These Bylaws may be amended, repealed, or new bylaws adopted, at any regular meeting of the Board, without prior notice, or at any special meeting called for this purpose, by a vote of the majority of the whole number of directors. ARTICLE 9 These Bylaws supersede all prior Bylaws and to this end all prior Bylaws are hereby repealed. The foregoing seventeen pages are a true and correct copy of the Bylaws of Boatmen's First National Bank of Oklahoma as amended as of this date, July 25, 1991. 18 EXHIBIT 3 CERTIFICATION BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA I, Sam D. Ott, Vice President, General Counsel and Assistant Secretary to the Board of Directors for Boatmen's First National Bank of Oklahoma, do hereby certify that the following assumptions, merger and name changes were effective: JULY 14, 1986 First Interstate Bank of Oklahoma City, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Receiver of The First National Bank and Trust Company of Oklahoma City Merger of Oklahoma National Bank and Trust Company, Oklahoma City, into First Interstate Bank of Oklahoma, N.A. JULY 18, 1986 First Interstate Bank of Oklahoma City, N.A. changed its name to First Interstate Bank of Oklahoma, N.A. NOVEMBER 20, 1986 First Interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Liquidating Agent of Norman Bank of Commerce, Norman, Oklahoma. MARCH 12, 1987 First Interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Liquidating Agent of Expressway Bank, Oklahoma City, Oklahoma. MAY 18, 1989 First interstate Bank of Oklahoma, N.A. assumed certain liabilities and acquired certain assets from the Federal Deposit Insurance Corporation, Receiver of Bank of Edmond, N.A. AUGUST 1, 1991 First Interstate Bank of Oklahoma, N.A. changed its name to Boatmen's First National Bank of Oklahoma MAY 1, 1992 Merger of Founders Bank & Trust Company, Oklahoma City into Boatmen's First National Bank of Oklahoma NOVEMBER 2, 1992 Merger of Security Bank, Tulsa into Boatmen's First National Bank of Oklahoma Merger of First Bank of Catoosa into Boatmen's First National Bank of Oklahoma Executed this 24th day of July 1995. /s/ Sam D. Ott -------------------------------------------- Sam D. Ott (SEAL) [Logo] ------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks ------------------------------------------------------------------------------- Washington, D.C. 20219 August 13, 1986 Mr. James G. Cairns, Jr. First Interstate Bank of Oklahoma City National Association 120 North Robinson Oklahoma City, Oklahoma 73102 Dear Mr. Cairns: This letter is the official certification of the approval of the Comptroller of the Currency for First Interstate Bank of Oklahoma City, National Association, (Charter No. 21296), Oklahoma City, Oklahoma to purchase certain assets and assume certain liabilities of The First National Bank and Trust Company of Oklahoma City, (Charter No. 4862), Oklahoma City, Oklahoma, effective July 14, 1986. Approval is also given to First Interstate Bank of Oklahoma City, National Association, a newly chartered bank, to operate its main office at 120 North Robinson Street, Oklahoma City, Oklahoma (former location of The First National Bank and Trust Company of Oklahoma City. Enclosed is a copy of the decision rendered in connection with this transaction. /s/ Robert L. Clarke -------------------- Robert L. Clarke Comptroller of the Currency Charter No. 21296 [Logo] ------------------------------------------------------------------------------- Comptroller of the Currency Administrator of National Banks ------------------------------------------------------------------------------- Southwestern District Office 500 North Akard, Suite 1600 Dallas, TX 75201-3394 August 9, 1991 The Board of Directors First Interstate Bank of Oklahoma, National Association Attn: Sam D. Ott Post Office Box 25189 Oklahoma City, Oklahoma 73125-0189 Re: Change of Title Application No. 91-SW-04-015 Dear Board Members: This is in response to your letter dated July 25, 1991, notifying this office of a change of title for your bank. The records of the Office have been changed to reflect the change of title of the bank From: First Interstate Bank of Oklahoma, National Association Oklahoma City, Oklahoma To: Boatmen's First National Bank of Oklahoma Effective: August 1, 1991 As a result of the Garn-St. Germain depository Institutions Act of 1982, this Office is no longer responsible for the approval of national bank name changes; nor does it maintain official records on the use of alternate titles. However, national banks are required by 12 CFR 5.42, as amended March 1, 1983, to notify the appropriate District Office of any change of title. Boatmen's First National Bank August 9, 1991 Page 2 The use of other titles or the retention of the rights to any previously used title is the responsibility of the bank's Board of Directors. Legal counsel should be consulted to determine whether or not any title proposed, or previously used, could be challenged by competing institutions under the provisions of Federal or State law. Very truly yours, /s/ Edward M. Graves -------------------- Edward M. Graves Director for Analysis BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA Exhibit 4 August 14, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: The undersigned, Boatmen's First National Bank of Oklahoma, (the "Bank"), has filed a Form T-1 under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), to act as trustee under a trust indenture with Oklahoma Gas and Electric Company. In connection with such filing, the undersigned hereby consents in accordance with Section 321 (b) of the Trust Indenture Act that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. Very truly yours, BOATMEN'S FIRST NATIONAL BANK OF OKLAHOMA By: /s/ Sue Shipman -------------------------------- Vice President Board of Governors of the Federal Reserve System OMB Number: 7100-0036 Federal Deposit Insurance Corporation OMB Number: 3064-0052 Office of the Comptroller of the Currency OMB Number: 1557-0081 Expires March 31, 1996 FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL ------------------------------------------------------------------------------- /1/ Please refer to page i, Table of Contents, for the required disclosure of estimated burden. [Logo] -------------------------------------------------------------------------------- CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF $300 MILLION OR MORE--FFIEC 032 REPORT AT THE CLOSE OF BUSINESS June 30, 1995 (950630) --------- (RCRI 9999) This report is required by law: 12 USC Section 324 (State member banks); 12 USC Section 1817 (State nonmember banks); and 12 USC Section 161 (National banks). This report form is to be filed by banks with domestic offices only. Banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities must file FFIEC 031. ------------------------------------------------------------------------------- NOTE: The Reports of Condition and Income must be signed by an authorized officer and the Report of Condition must be attested to by not less than two directors (trustees) for State nonmember banks and three directors for State member and National banks. I, Joe T. Shockley, Jr., President, Tulsa region and C.F.O. (Name and Title of Officer Authorized to Sign Report) of the named bank do hereby declare that these Reports of Condition and Income (including the supporting schedules) have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief. /s/ Joe T. Shockley, Jr. -------------------------------------------- Signature of Officer Authorized to Sign Report 7/27/95 -------------------------------------------- Date of Signature The Reports of Condition and Income are to be prepared in accordance with Federal regulatory authority instructions. NOTE: These instructions may in some cases differ from generally accepted accounting principles. We, the undersigned directors (trustees), attest to the correctness of this Report of Condition (including the supporting schedules) and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ ----------------------------------------------- Director (Trustee) /s/ ----------------------------------------------- Director (Trustee) /s/ ----------------------------------------------- Director (Trustee) ------------------------------------------------------------------------------- FOR BANKS SUBMITTING HARD COPY REPORT FORMS: STATE MEMBER BANKS: Return the original and one copy to the appropriate Federal Reserve District Bank. STATE NONMEMBER BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE PROVIDED. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. NATIONAL BANKS: Return the original only in the SPECIAL RETURN ADDRESS ENVELOPE PROVIDED. If express mail is used in lieu of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite 204, Crofton, MD 21114. ------------------------------------------------------------------------------- FDIC Certificate Number 26718 _ _ ---------- | | [RCP 9050] CALL NO. 192 32 06-30-95 CERT: 26718 00021 STBK 40-2545 BOATMEN'S FIRST NATIONAL BANK OF OKL P.O. BOX 25189 OKLAHOMA CITY, OK 73125 | | _ _ Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Page i /2/ Consolidated Reports of Condition and Income for A Bank With Domestic Offices Only and Total Assets of $300 Million or More ------------------------------------------------------------------------------- TABLE OF CONTENTS SIGNATURE PAGE COVER REPORT OF INCOME Schedule RI--Income Statement . . . . . . . . . . . . . . . . . . . .RI-1, 2, 3 Schedule RI-A--Changes in Equity Capital . . . . . . . . . . . . . . . . . .RI-3 Schedule RI-B--Charge-offs and Recoveries and Changes in Allowance for Loan and Lease Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RI-4, 5 Schedule RI-C--Applicable Income Taxes by Taxing Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . .RI-5 Schedule RI-E--Explanations . . . . . . . . . . . . . . . . . . . . . . RI-5, 6 REPORT OF CONDITION Schedule RC--Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . RC-1, 2 Schedule RC-A--Cash and Balances Due From Depository Institutions . . . . . . . . . . . . . . . . . . . . . . .RC-3 Schedule RC-B--Securities . . . . . . . . . . . . . . . . . . . . . .RC-3, 4, 5 Schedule RC-C--Loans and Lease Financing Receivables: Part I. Loans and Leases . . . . . . . . . . . . . . . . . . . . . . . RC-6, 7 Part II. Loans to Small Businesses and Small Farms (included in the forms for June 30 only) . . . . . . . . . . . . . . . . . . . . . . . . . . RC-7a, 7b Schedule RC-D--Trading Assets and Liabilities (to be completed only by selected banks) . . . . . . . . . . . . . . . . .RC-8 Schedule RC-E--Deposit Liabilities . . . . . . . . . . . . . . . . . . .RC-9, 10 Schedule RC-F--Other Assets . . . . . . . . . . . . . . . . . . . . . . . RC-11 Schedule RC-G--Other Liabilities . . . . . . . . . . . . . . . . . . . . . RC-11 Schedule RC-K--Quarterly Averages . . . . . . . . . . . . . . . . . . . . RC-12 Schedule RC-L--Off-Balance Sheet Items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RC-13, 14, 15 Schedule RC-M--Memoranda . . . . . . . . . . . . . . . . . . . . . . . RC-16, 17 Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets . . . . . . . . . . . . . . . . . . RC-18, 19 Schedule RC-O--Other Data for Deposit Insurance Assessments . . . . . . . . . . . . . . . . . . . . . . . RC-20, 21 Schedule RC-R--Risk-Based Capital . . . . . . . . . . . . . . . . . . RC-22, 23 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income . . . . . . . . . . . . . . . . . . . . . . . . RC-24 SPECIAL REPORT (TO BE COMPLETED BY ALL BANKS) Schedule RC-J--Repricing Opportunities (sent only to and to be completed only by savings banks) DISCLOSURE OF ESTIMATED BURDEN The estimated average burden associated with this information collection is 30.7 hours per respondent and is estimated to vary from 15 to 200 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent's activities. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, D.C. 20503, and to one of the following: Secretary Board of Governors of the Federal Reserve System Washington, D.C. 20551 Legislative and Regulatory Analysis Division Office of the Comptroller of the Currency Washington, D.C. 20219 Assistant Executive Secretary Federal Deposit Insurance Corporation Washington, D.C. 20429 For information or assistance, national and state nonmember banks should contact the FDIC's Call Reports Analysis Unit, 550 17th Street, NW, Washington, D.C. 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern time. State member banks should contact their Federal Reserve District Bank.
Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-1 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 CONSOLIDATED REPORT OF INCOME FOR THE PERIOD JANUARY 1, 1995-JUNE 30, 1995 All Report of Income schedules are to be reported on a calendar year-to-date basis in thousands of dollars. SCHEDULE RI--INCOME STATEMENT --------- 1380 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Interest income: ////////////////// a. Interest and fee income on loans: ////////////////// (1) Loans secured by real estate .......................................................... 4011 18,266 1.a.(1) (2) Loans to finance agricultural production and other loans to farmers ................... 4024 1,444 1.a.(2) (3) Commercial and industrial loans ....................................................... 4012 12,279 1.a.(3) (4) Loans to individuals for household, family, and other personal expenditures: ////////////////// (a) Credit cards and related plans .................................................... 4054 233 1.a.(4)(a) (b) Other ............................................................................. 4055 11,987 1.a.(4)(b) (5) Loans to foreign governments and official institutions ................................ 4056 0 1.a.(5) (6) Obligations (other than securities and leases) of states and political subdivisions in ////////////////// the U.S.: ////////////////// (a) Taxable obligations ............................................................... 4503 0 1.a.(6)(a) (b) Tax-exempt obligations ............................................................ 4504 566 1.a.(6)(b) (7) All other loans ....................................................................... 4058 341 1.a.(7) b. Income from lease financing receivables: ////////////////// (1) Taxable leases ........................................................................ 4505 0 1.b.(1) (2) Tax-exempt leases ..................................................................... 4307 0 1.b.(2) c. Interest income on balances due from depository institutions(1) ........................... 4115 6 1.c. d. Interest and dividend income on securities: ////////////////// (1) U.S. Treasury securities and U.S. Government agency and corporation obligations ....... 4027 8,874 1.d.(1) (2) Securities issued by states and political subdivisions in the U.S.: ////////////////// (a) Taxable securities ................................................................ 4506 0 1.d.(2)(a) (b) Tax-exempt securities ............................................................. 4507 549 1.d.(2)(b) (3) Other domestic debt securities ........................................................ 3657 56 1.d.(3) (4) Foreign debt securities ............................................................... 3658 0 1.d.(4) (5) Equity securities (including investments in mutual funds) ............................. 3659 431 1.d.(5) e. Interest income from assets held in trading accounts ...................................... 4069 0 1.e. f. Interest income on federal funds sold and securities purchased under agreements to resell . 4020 992 1.f. g. Total interest income (sum of items 1.a through 1.f) ...................................... 4107 56,018 1.g. -------------------- -------------- (1) Includes interest income on time certificates of deposit not held for trading.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-2 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI--CONTINUED ------------------ Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 2. Interest expense: ////////////////// a. Interest on deposits: ////////////////// (1) Transaction accounts (NOW accounts, ATS accounts, and ////////////////// telephone and preauthorized transfer accounts) ..................... 4508 2,031 2.a.(1) (2) Nontransaction accounts: ////////////////// (a) Money market deposit accounts (MMDAs) .......................... 4509 4,528 2.a.(2)(a) (b) Other savings deposits ......................................... 4511 792 2.a.(2)(b) (c) Time certificates of deposit of $100,000 or more ............... 4174 2,149 2.a.(2)(c) (d) All other time deposits ........................................ 4512 8,358 2.a.(2)(d) b. Expense of federal funds purchased and securities sold under ////////////////// agreements to repurchase ............................................... 4180 6,524 2.b. c. Interest on demand notes issued to the U.S. Treasury and on ////////////////// other borrowed money ................................................... 4185 1,195 2.c. d. Interest on mortgage indebtedness and obligations under ////////////////// capitalized leases ..................................................... 4072 0 2.d. e. Interest on subordinated notes and debentures .......................... 4200 0 2.e. f. Total interest expense (sum of items 2.a through 2.e) .................. 4073 25,577 2.f. ----------------------- 3. Net interest income (item 1.g minus 2.f) .................................. ////////////////// RIAD 4074 30,441 3. ----------------------- 4. Provisions: ////////////////// ----------------------- a. Provision for loan and lease losses .................................... ////////////////// RIAD 4230 2,175 4.a. b. Provision for allocated transfer risk .................................. ////////////////// RIAD 4243 0 4.b. ----------------------- 5. Noninterest income: ////////////////// a. Income from fiduciary activities ....................................... 4070 736 5.a. b. Service charges on deposit accounts .................................... 4080 7,631 5.b. c. Trading gains (losses) and fees from foreign exchange ////////////////// transactions ........................................................... 4075 0 5.c. d. Other foreign transaction gains (losses) ............................... 4076 15 5.d. e. Other gains (losses) and fees from trading assets and liabilities ...... 4077 0 5.e. f. Other noninterest income: ////////////////// (1) Other fee income ................................................... 5407 2,855 5.f.(1) (2) All other noninterest income* ...................................... 5408 1,104 5.f.(2) ----------------------- g. Total noninterest income (sum of items 5.a through 5.f) ................ ////////////////// RIAD 4079 12,341 5.g. 6. a. Realized gains (losses) on held-to-maturity securities ................. ////////////////// RIAD 3521 0 6.a. b. Realized gains (losses) on available-for-sale securities ............... ////////////////// RIAD 3196 0 6.b. ----------------------- 7. Noninterest expense: ////////////////// a. Salaries and employee benefits ......................................... 4135 9,424 7.a. b. Expenses of premises and fixed assets (net of rental income) ////////////////// (excluding salaries and employee benefits and mortgage interest) ....... 4217 3,798 7.b. c. Other noninterest expense* ............................................. 4092 15,258 7.c. ----------------------- d. Total noninterest expense (sum of items 7.a through 7.c) ............... ////////////////// RIAD 4093 28,480 7.d. ----------------------- 8. Income (loss) before income taxes and extraordinary items and other ////////////////// ----------------------- adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) . ////////////////// RIAD 4301 12,127 8. 9. Applicable income taxes (on item 8) ....................................... ////////////////// RIAD 4302 1,426 9. ----------------------- 10. Income (loss) before extraordinary items and other adjustments ////////////////// ----------------------- (item 8 minus 9) .......................................................... ////////////////// RIAD 4300 7,701 10. ----------------------- 11. Extraordinary items and other adjustments: ////////////////// a. Extraordinary items and other adjustments, gross of income ////////////////// taxes* ................................................................. 4310 0 11.a. b. Applicable income taxes (on item 11.a)* ................................ 4315 0 11.b. c. Extraordinary items and other adjustments, net of income taxes ////////////////// ----------------------- (item 11.a minus 11.b) ................................................. ////////////////// RIAD 4320 0 11.c. 12. Net income (loss) (sum of items 10 and 11.c) .............................. ////////////////// RIAD 4340 7,701 12. -------------------------------------------- -------------- *Describe on Schedule RI-E--Explanations.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-3 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI--CONTINUED ---------- 1381 (- ---------------- Memoranda Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired ////////////////// after August 7, 1986, that is not deductible for federal income tax purposes ................ 4513 98 M.1. 2. Income from the sale and servicing of mutual funds and annuities (included in ////////////////// Schedule RI, item 8) ........................................................................ 8431 0 M.2. 3. Estimated foreign tax credit included in applicable income taxes, items 9 and 11.b. above ... 4309 0 M.3. 4. Number of full-time equivalent employees on payroll at end of current period //// Number (round to nearest whole number) ............................................................. 4150 442 M.4. 5-6. Not applicable. ////////////////// 7. If the reporting bank has restated its balance sheet as a result of applying push down //// MM DD YY accounting this calendar year, report the date of the bank's acquisition ..................... 9106 00/00/00 M.7. 8. Trading revenue (from cash instruments and off-balance sheet derivative instruments) ////////////////// (included in Schedule RI, items 5.c and 5.e): ////////////////// a. Interest rate exposures .................................................................. 8757 0 M.8.a. b. Foreign exchange exposures ............................................................... 8758 0 M.8.b. c. Equity security and index exposures ...................................................... 8759 0 M.8.c. d. Commodity and other exposures ............................................................ 8760 0 M.8.d. 9. Impact on income of off-balance sheet derivatives held for purposes other than trading: ////////////////// a. Net increase (decrease) to interest income ............................................... 8761 (292) M.9.a. b. Net (increase) decrease to interest expense .............................................. 8762 0 M.9.b. c. Other (noninterest) allocations .......................................................... 8763 0 M.9.c. --------------------
SCHEDULE RI-A--CHANGES IN EQUITY CAPITAL Indicate decreases and losses in parentheses.
---------- 1383 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Total equity capital originally reported in the December 31, 1994, Reports of ////////////////// Condition and Income ........................................................................ 3215 169,300 1. 2. Equity capital adjustments from amended Reports of Income, net* ............................. 3216 0 2. 3. Amended balance end of previous calendar year (sum of items 1 and 2) ........................ 3217 169,300 3. 4. Net income (loss) (must equal Schedule RI, item 12) ......................................... 4340 7,701 4. 5. Sale, conversion, acquisition, or retirement of capital stock, net .......................... 4346 0 5. 6. Changes incident to business combinations, net .............................................. 4356 0 6. 7. LESS: Cash dividends declared on preferred stock ............................................ 4470 0 7. 8. LESS: Cash dividends declared on common stock ............................................... 4460 1,325 8. 9. Cumulative effect of changes in accounting principles from prior years* (see instructions ////////////////// for this schedule) .......................................................................... 4411 0 9. 10. Corrections of material accounting errors from prior years*(see instructions for this schedule) 4412 0 10. 11. Change in net unrealized holding gains (losses) on available-for-sale securities ............ 8433 3,696 11. 12. Other transactions with parent holding company* (not included in item 5, 7, or 8 above) ..... 4415 (1,814) 12. 13. Total equity capital end of current period (sum of items 3 through 12) (must equal ////////////////// Schedule RC, item 28) ....................................................................... 3210 177,558 13. -------------------- -------------- *Describe on Schedule RI-E--Explanations.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-4 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-B--CHARGE-OFFS AND RECOVERIES AND CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES PART I. CHARGE-OFFS AND RECOVERIES ON LOANS AND LEASES ---------- 1386 (- Part I excludes charge-offs and recoveries through the ----------------------------------------- allocated transfer risk reserve. (Column A) (Column B) Charge-offs Recoveries ----------------------------------------- Calendar year-to-date ----------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Loans secured by real estate: ////////////////// ////////////////// a. To U.S. addressees (domicile) ....................................... 4651 0 4661 0 1.a. b. To non-U.S. addressees (domicile) ................................... 4652 0 4662 0 1.b. 2. Loans to depository institutions and acceptances of other banks: ////////////////// ////////////////// a. To U.S. banks and other U.S. depository institutions ................ 4653 0 4663 0 2.a. b. To foreign banks .................................................... 4654 0 4664 0 2.b. 3. Loans to finance agricultural production and other loans to farmers .... 4655 0 4665 0 3. 4. Commercial and industrial loans: ////////////////// ////////////////// a. To U.S. addressees (domicile) ....................................... 4645 527 4617 271 4.a. b. To non-U.S. addressees (domicile) ................................... 4646 0 4618 0 4.b. 5. Loans to individuals for household, family, and other personal ////////////////// ////////////////// expenditures: ////////////////// ////////////////// a. Credit cards and related plans ...................................... 4656 0 4666 0 5.a. b. Other (includes single payment, installment, and all student loans) . 4657 2,091 4667 598 5.b. 6. Loans to foreign governments and official institutions ................. 4643 0 4627 0 6. 7. All other loans ........................................................ 4644 0 4628 0 7. 8. Lease financing receivables: ////////////////// ////////////////// a. Of U.S. addressees (domicile) ....................................... 4658 0 4668 0 8.a. b. Of non-U.S. addressees (domicile) ................................... 4659 0 4669 0 8.b. 9. Total (sum of items 1 through 8) ....................................... 4635 2,618 4605 869 9. ----------------------------------------- ----------------------------------------- (Column A) (Column B) Charge-offs Recoveries ----------------------------------------- Memoranda Calendar year-to-date ----------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1.-3. Not applicable. ////////////////// ////////////////// 4. Loans to finance commercial real estate, construction, and land ////////////////// ////////////////// development activities (not secured by real estate) included in ////////////////// ////////////////// Schedule RI-B, part I, items 4 and 7, above ............................ 5409 0 5410 0 M.4. 5. Loans secured by real estate (sum of Memorandum items 5.a through 5.e ////////////////// ////////////////// must equal sum of Schedule RI-B, part I, items 1.a and 1.b, above): ////////////////// ////////////////// a. Construction and land development ................................... 3582 0 3583 0 M.5.a. b. Secured by farmland ................................................. 3584 0 3585 0 M.5.b. c. Secured by 1-4 family residential properties: ////////////////// ////////////////// (1) Revolving, open-end loans secured by 1-4 family residential ////////////////// ////////////////// properties and extended under lines of credit ................... 5411 0 5412 0 M.5.c.(1) (2) All other loans secured by 1-4 family residential properties .... 5413 0 5414 0 M.5.c.(2) d. Secured by multifamily (5 or more) residential properties ........... 3588 0 3589 0 M.5.d. e. Secured by nonfarm nonresidential properties ........................ 3590 0 3591 0 M.5.e. -----------------------------------------
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RI-5 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-B--CONTINUED PART II. CHANGES IN ALLOWANCE FOR LOAN AND LEASE LOSSES -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Balance originally reported in the December 31, 1994, Reports of Condition and Income ........ 3124 19,356 1. 2. Recoveries (must equal part I, item 9, column B above) ....................................... 4605 869 2. 3. LESS: Charge-offs (must equal part I, item 9, column A above) ................................ 4635 2,618 3. 4. Provision for loan and lease losses (must equal Schedule RI, item 4.a) ....................... 4230 2,175 4. 5. Adjustments* (see instructions for this schedule) ............................................ 4815 0 5. 6. Balance end of current period (sum of items 1 through 5) (must equal Schedule RC, ////////////////// item 4.b) .................................................................................... 3123 19,782 6. -------------------- -------------- *Describe on Schedule RI-E--Explanations.
SCHEDULE RI-C--APPLICABLE INCOME TAXES BY TAXING AUTHORITY
---------- Schedule RI-C is to be reported with the December Report of Income. 1389 (- -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Federal ...................................................................................... 4780 N/A 1. 2. State and local .............................................................................. 4790 N/A 2. 3. Foreign ...................................................................................... 4795 N/A 3. 4. Total (sum of items 1 through 3) (must equal sum of Schedule RI, items 9 and 11.b) ........... 4770 N/A 4. ----------------------------- 5. Deferred portion of item 4 ........................................ RIAD 4772 N/A ////////////////// 5. -------------------------------------------------
SCHEDULE RI-E--EXPLANATIONS Schedule RI-E is to be completed each quarter on a calendar year-to-date basis. Detail all adjustments in Schedules RI-A and RI-B, all extraordinary items and other adjustments in Schedule RI, and all significant items of other noninterest income and other noninterest expense in Schedule RI. (See instructions for details.)
---------- 1395 (- ------------------ Year-to-date -------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. All other noninterest income (from Schedule RI, item 5.f.(2)) ////////////////// Report amounts that exceed 10% of Schedule RI, item 5.f.(2): ////////////////// a. Net gains on other real estate owned ...................................................... 5415 0 1.a. b. Net gains on sales of loans ............................................................... 5416 328 1.b. c. Net gains on sales or premises and fixed assets............................................ 5417 0 l.c. Itemize and describe the three largest other amounts that exceed 10% of ////////////////// Schedule RI, item 5.f.(2): ////////////////// ------------- d. TEXT 4461 Recognition of prior period excess income 4461 183 1.d. --------------------------------------------------------------------------------------------- e. TEXT 4662 4662 1.e. --------------------------------------------------------------------------------------------- f. TEXT 4663 4663 1.f. -----------------------------------------------------------------------------------------------------------------
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-8545 FFIEC 032 Address: 211 N Robinson Page RI-6 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RI-E--CONTINUED -------------- Year-to-date ----------------------------------------------------------------------------------------------------------------------- Dollar Amounts in Thousands RIAD Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 2. Other noninterest expense (from Schedule RI, item 7.c): ////////////////// a. Amortization expense of intangible assets................................................... 4531 2,582 2.a. Report amounts that exceed 10% of Schedule RI, item 7.c: ////////////////// b. Net Losses on other real estate owned....................................................... 5418 0 2.b. c. Net Losses on sales of loans................................................................ 5419 0 2.c. d. Net Losses on sales of premises and fixed assets............................................ 5420 0 2.d. Itemize and describe the three largest other amounts that exceed 10% of Schedule RI, item 7.c:////////////////// --------- e. TEXT 4464 Data Processing expense 4464 6,196 2.e. -------------------------------------------------------------------------------------------- f. TEXT 4467 Bank examination assessments 4467 1,536 2.f. -------------------------------------------------------------------------------------------- g. TEXT 4468 4468 2.g. -------------------------------------------------------------------------------------------- 3. Extraordinary items and other adjustments (from Schedule RI, item 11.a) and applicable ///////////////// income tax effect (from Schedule RI, item 11.b) (itemize and describe all extraordinary ///////////////// items and other adjustments): ///////////////// --------- a. (1) TEXT 4469 4469 3.a.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4486 ///////////////// 3.a.(2) --------- ---------------------- b. (1) TEXT 4487 4487 3.b.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4488 //////////////// 3.b.(2) --------- ---------------------- c. (1) TEXT 4489 4489 3.c.(1) ---------------------------------------------------------------------------------------- (2) Applicable income tax effect RIAD 4491 /////////////// 3.c.(2) ---------------------- 4. Equity capital adjustments from amended Reports of Income (from Schedule RI-A, item 2) /////////////// (itemize and describe all adjustments): /////////////// --------- a. TEXT 4492 4492 4.a. ____________________________________________________________________________________________ b. TEXT 4493 4493 4.b. -------------------------------------------------------------------------------------------- 5. Cumulative effect of changes in accounting principles from prior years /////////////// (from Schedule RI-A, item 9) (itemize and describe all changes in accounting principles): /////////////// ---------- a. TEXT 4494 4494 5.a. -------------------------------------------------------------------------------------------- b. TEXT 4495 4495 5.b. -------------------------------------------------------------------------------------------- 6. Corrections of material accounting errors from prior years (from Schedule RI-A, item 10) /////////////// (itemize and describe all corrections): /////////////// --------- a. TEXT 4496 4496 6.a. ------------------------------------------------------------------------------------------- b. TEXT 4497 4497 6.b. ------------------------------------------------------------------------------------------- 7. Other transactions with parent holding company (from Schedule RI-A, item 12) /////////////// (itemize and describe all such transactions): /////////////// --------- a. TEXT 4498 Dividend fixed assets 4498 (1,814) 7.a. ------------------------------------------------------------------------------------------- b. TEXT 4499 4499 7.b. ------------------------------------------------------------------------------------------- 8. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 5) /////////////// (itemize and describe all adjustments): /////////////// --------- a. TEXT 4521 4521 8.a. ------------------------------------------------------------------------------------------- b. TEXT 4522 4522 8.b. ---------------------------------------------------------------------------------------------------------------- 9. Other explanations (the space below is provided for the bank to briefly describe, at its 1398 1399 (- option, any other significant items affecting the Report of Income): No comment /x/ (RIAD 4769) Other explanations (please type or print clearly): (TEXT 4769)
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N Robinson Page RC-1 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1995 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET ---- C300 (- ----------------- Dollar Amounts in Thousands RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- ASSETS ///////////////// 1. Cash and balances due from depository institutions (from Schedule RC-A): ///////////////// a. Noninterest-bearing balances and currency and coin (1)..................................... 0081 163,361 1.a. b. Interest-bearing balances (2).............................................................. 0071 0 1.b. 2. Securities: ///////////////// a. Held-to-maturity securities (from Schedule RC-B, column A)................................. 1754 153,246 2.a. b. Available-for-sale securities (from Schedule RC-B, column D)............................... 1773 168,796 2.b. 3. Federal funds sold and securities purchased under agreements to resell: ///////////////// a. Federal funds sold......................................................................... 0276 60,069 3.a. b. Securities purchased under agreements to resell............................................ 0277 0 3.b. 4. Loans and Lease financing receivables: ///////////////// ---------------------------- a. Loans and Leases, net of unearned income (from Schedule RC-C) RCON 2122 1,060,055 ///////////////// 4.a. b. LESS: Allowance for loan and lease losses................... RCON 3123 19,360 ///////////////// 4.b. c. LESS: Allocated transfer risk reserve....................... RCON 3128 0 ///////////////// 4.c. ---------------------------- d. Loans and Leases, net of unearned income, ///////////////// allowance, and reserve (item 4.a minus 4.b and 4.c)........................................ 2125 1,016,334 4.d. 5. Trading assets (from Schedule RC-D)........................................................... 3545 0 5. 6. Premises and fixed assets (including capitalized leases)...................................... 2145 28,034 6. 7. Other real estate owned (from Schedule RC-M)................................................. 2150 1,963 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)...... 2130 1 8. 9. Customers' Liability to this bank on acceptances outstanding.................................. 2155 179 9. 10.Intangible assets (from Schedule RC-M)........................................................ 2143 44,652 10. 11.Other assets (from Schedule RC-F)............................................................. 2160 43,611 11. 12.Total assets (sum of items 1 through 11)...................................................... 2170 1,680,246 12. ------------------ -------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.
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------------------ Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-2 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC--CONTINUED Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- LIABILITIES ////////////////// 13. Deposits: ////////////////// a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)................. 2200 1,293,312 13.a. ---------------------------- (1) Noninterest-bearing (1).................................. RCON 6631 365,944 /////////////////// 13.a.(1) (2) Interest-bearing......................................... RCON 6636 927,368 /////////////////// 13.a.(2) ---------------------------- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs............................. /////////////////// (1) Noninterest-bearing................................................................... /////////////////// (2) Interest-bearing...................................................................... /////////////////// 14. Federal funds purchased and securities sold under agreements to repurchase: /////////////////// a. Federal funds purchased................................................................... 0278 167,674 14.a. b. Securities sold under agreements to repurchase............................................ 0279 0 14.b. 15. a. Demand notes issued to the U.S. Treasury.................................................. 2840 32,098 15.a. b. Trading liabilities (from Schedule RC-D).................................................. 3548 0 15.b. 16. Other Borrowed money: /////////////////// a. With original maturity of one year or less................................................ 2332 0 16.a. b. With original maturity of more than one year.............................................. 2333 1,350 16.b. 17. Mortgage indebtedness and obligations under capitalized leases............................... 2910 0 17. 18. Bank's liability on acceptances executed and outstanding..................................... 2920 179 18. 19. Subordinated notes and debentures............................................................ 3200 0 19. 20. Other liabilities (from Schedule RC-G)....................................................... 2930 8,075 20. 21. Total liabilities (sum of items 13 through 20)............................................... 2948 1,502,688 21. /////////////////// 22. Limited-life preferred stock and related surplus............................................. 3282 0 22. EQUITY CAPITAL /////////////////// 23. Perpetual preferred stock and related surplus................................................ 3838 0 23. 24. Common stock................................................................................. 3230 29,618 24. 25. Surplus (exclude all surplus related to preferred stock)..................................... 3839 128,601 25. 26. a. Undivided profits and capital reserves.................................................... 3632 19,467 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.................... 8434 (128) 26.b. 27. Cumulative foreign currency translation adjustments.......................................... /////////////////// 28. Total equity capital (sum of items 23 through 27)............................................ 3210 177,558 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21,22,28) 3300 1,680,246 29. ------------------- Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the Number most comprehensive level of auditing work performed for the bank by independent external -------------------- auditors as of any date during 1994.......................................................... RCON 6724 N/A M.1. -------------------- 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work -------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N. Robinson Page RC-3 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-A--CASH AND BALANCES DUE FROM DEPOSITORY INSTITUTIONS Exclude assets held for trading. ---- C305 (- ------------------ Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Cash items in process of collection, unposted debits, and currency and coin: ////////////////// a. Cash items in process of collection and unposted debits.................................... 0020 122,755 1.a. b. Currency and coin.......................................................................... 0080 17,045 1.b. 2. Balances due from depository institutions in the U.S.: ///////////////// a. U.S. branches and agencies of foreign banks................................................ 0083 0 2.a. b. Other commercial banks in the U.S. and other depository institutions in the U.S. .......... 0085 9,126 2.b. 3. Balances due from banks in foreign countries and foreign central banks: ///////////////// a. Foreign branches of other U.S. banks....................................................... 0073 0 3.a. b. Other banks in foreign countries and foreign central banks................................. 0074 1 3.b. 4. Balances due from Federal Reserve Banks....................................................... 0090 14,434 4. 5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b)........... 0010 163,361 5. ------------------ Memorandum Dollar Amounts in Thousands RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. Noninterest-bearing balances due from commercial banks in the U.S. ////////////////// (included in items 2.a and 2.b above) ........................................................ 0050 9,126 M.1. ------------------- SCHEDULE RC-B--SECURITIES Exclude assets held for trading. ---- C310 (- ------------------------------------------------------------------------------ Held-to-maturity Available-for-sale ------------------------------------------------------------------------------ (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value(1) -------------------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ----------------------------------------------------------------------------------------------------------------------- 1. U.S. Treasury securities ......... 0211 42,156 0213 41,702 1286 36,733 1287 36,891 1. 2. U.S. Government agency ////////////////// ////////////////// ////////////////// ////////////////// and corporation obligations ////////////////// ////////////////// ////////////////// ////////////////// (exclude mortgage-backed ////////////////// ////////////////// ////////////////// ////////////////// securities): ////////////////// ////////////////// ////////////////// ////////////////// a. Issued by U.S. ////////////////// ////////////////// ////////////////// ////////////////// Government agencies(2) ........ 1289 0 1290 0 1291 0 1293 0 2.a. b. Issued by U.S. ////////////////// ////////////////// ////////////////// ////////////////// Government-sponsored ////////////////// ////////////////// ////////////////// ////////////////// agencies(3) 1297 50,876 1295 50,955 1297 250 1298 229 2.b. -------------------------------------------------------------------------------- -------------- (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D. (2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. (3) Includes obligations (other than mortgage-backed securities) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority.
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Legal Title of Bank: Boatmen's First National Bank of Oklahoma Call Date: 6/30/95 ST-BK: 40-2545 FFIEC 032 Address: 211 N Robinson Page RC-4 City, State Zip: Oklahoma City, OK 73125 FDIC Certificate No.: 26718 SCHEDULE RC-B--CONTINUED ------------------------------------------------------------------------------ Held-to-maturity Available-for-sale ------------------------------------------------------------------------------ (Column A) (Column B) (Column C) (Column D) Amortized Cost Fair Value Amortized Cost Fair Value(1) -------------------------------------------------------------------------------- Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou ---------------------------------------------------------------------------------------------------------------------- 3. Securities issued by states ////////////////// ////////////////// ////////////////// ////////////////// and political subdivisio