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EXHIBIT 4(b)
PUBLIC SERVICE COMPANY OF OKLAHOMA
and
THE BANK OF NEW YORK, AS TRUSTEE
___________________
SIXTH SUPPLEMENTAL INDENTURE
Dated as of August 10, 2006
Supplemental to the Indenture dated as of November 1, 2000
6.15% Senior Notes, Series F, due 2016
SIXTH SUPPLEMENTAL INDENTURE, dated as of August 10, 2006, between
PUBLIC SERVICE COMPANY OF OKLAHOMA, a corporation duly organized
and existing under the laws of the State of Oklahoma (the
“Company”), and THE BANK OF NEW YORK, a New York
banking corporation organized and existing under the laws of the
State of New York, as Trustee under the Original Indenture referred
to below (the “Trustee”).
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered to the Trustee an
indenture dated as of November 1, 2000 (the “Original
Indenture”), to provide for the issuance from time to time of
its debentures, notes or other evidences of indebtedness (the
“Senior Notes”), the form and terms of which are to be
established as set forth in Section 201 and 301 of the Original
Indenture.
Section 901 of the Original Indenture provides, among other things,
that the Company and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the
purpose of establishing the form and terms of the Senior Notes of
any series as permitted in Sections 201 and 301 of the Original
Indenture.
The Company desires to create a series of the Senior Notes in an
aggregate principal amount of $150,000,000 to be designated the
“6.15% Senior Notes, Series F, due 2016” (the
“6.15% Senior Notes”), and all action on the part of
the Company necessary to authorize the issuance of the 6.15% Senior
Notes under the Original Indenture and this Sixth Supplemental
Indenture has been duly taken.
All acts and things necessary to make the 6.15% Senior Notes, when
executed by the Company and completed, authenticated and delivered
by the Trustee as provided in the Original Indenture and this Sixth
Supplemental Indenture, the valid and binding obligations of the
Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have
been done and performed.
NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and
purchase of the 6.15% Senior Notes by the Holders thereof and of
the acceptance of this trust by the Trustee, the Company covenants
and agrees with the Trustee, for the equal benefit of the Holders
of the 6.15% Senior Notes, as follows:
ARTICLE ONE Definitions
The
use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original
Indenture and the form of the Global Security attached hereto as
Exhibit A.
ARTICLE TWO Terms and Issuance of the 6.15% Senior Notes
SECTION
201. Issue
of 6.15% Senior Notes
A series of Senior Notes which shall be designated the “6.15%
Senior Notes, Series F, due 2016” shall be executed,
authenticated and delivered from time to time in accordance with
the provisions of, and shall in all respects be subject to, the
terms, conditions and covenants of, the Original Indenture and this
Sixth Supplemental Indenture (including the form of Global Security
set forth in Exhibit A hereto). The aggregate principal
amount of the 6.15% Senior Notes, which may be authenticated and
delivered under this Sixth Supplemental Indenture shall initially
be $150,000,000, and such principal amount of the 6.15% Senior
Notes may be increased from time to time. All 6.15%
Senior Notes need not be issued at the same time and such series
may be reopened at any time, without the consent of any Holder, for
issuance of additional 6.15% Senior Notes. Any such
additional 6.15% Senior Notes will have the same interest rate,
maturity and other terms as those initially issued.
SECTION
202. Form
of 6.15% Senior Notes, Incorporation of Terms
The 6.15% Senior Notes shall be substantially in the form of the
Global Security attached hereto as Exhibit A. The terms
of such 6.15% Senior Notes are herein incorporated by reference and
are part of this Sixth Supplemental Indenture.
SECTION
203. Depositary
for Global Securities
The Depositary for any Global Securities of the series of which
this 6.15% Senior Note is a part shall be The Depository Trust
Company in The City of New York.
SECTION
204. Restrictions
on Liens
The covenant contained in Section 1007 of the Original Indenture
shall not be applicable to the 6.15% Senior Notes.
So long as any of the 6.15% Senior Notes are outstanding, the
Company will not create or suffer to be created or to exist any
additional mortgage, pledge, security interest, or other lien
(collectively “Liens”) on any of its utility properties
or tangible assets now owned or hereafter acquired to secure any
indebtedness for borrowed money (“Secured Debt”),
without providing that the 6.15% Senior Notes will be similarly
secured. This restriction does not apply to the
Company’s subsidiaries, nor will it prevent any of them from
creating or permitting to exist Liens on their property or assets
to secure any Secured Debt. Further, this restriction on
Secured Debt does not apply to the Company’s existing first
mortgage bonds that have previously been issued under its Mortgage
and Deed of Trust, dated July 1, 1945, between the Company and
Liberty Bank and Trust Company of Tulsa, National Association, as
successor to The First National Bank and Trust Company of Tulsa,
now The Bank of New York, as successor Trustee or any indenture
supplemental thereto; provided that this restriction will apply to
future issuances thereunder (other than issuances of refunding
first mortgage bonds). In addition, this restriction
does not prevent the creation or existence of:
(a) Liens
on property existing at the time of acquisition or construction of
such property (or created within one year after completion of such
acquisition or construction), whether by purchase, merger,
construction or otherwise, or to secure the payment of all or any
part of the purchase price or construction cost thereof, including
the extension of any Liens to repairs, renewals, replacements,
substitutions, betterments, additions, extensions and improvements
then or thereafter made on the property subject thereto;
(b) Financing
of the Company’s accounts receivable for electric
service;
(c) Any
extensions, renewals or replacements (or successive extensions,
renewals or replacements), in whole or in part, of liens permitted
by the foregoing clauses; and
(d) The
pledge of any bonds or other securities at any time issued under
any of the Secured Debt permitted by the above clauses.
In addition to the permitted issuances above, Secured Debt not
otherwise so permitted may be issued in an amount that does not
exceed 15% of Net Tangible Assets as defined below.
“Net Tangible Assets” means the total of all assets
(including revaluations thereof as a result of commercial
appraisals, price level restatement or otherwise) appearing on the
Company’s balance sheet, net of applicable reserves and
deductions, but excluding goodwill, trade names, trademarks,
patents, unamortized debt discount and all other like intangible
assets (which term shall not be construed to include such
revaluations), less the aggregate of the Company’s current
liabilities appearing on such balance sheet. For
purposes of this definition, the Company’s balance sheet does
not include assets and liabilities of its subsidiaries.
This restriction also does not apply to or prevent the creation or
existence of leases made, or existing on property acquired, in the
ordinary course of business.
SECTION
205. Place
of Payment
The Place of Payment in respect of the 6.15% Senior Notes will be
at the principal office or place of business of the Trustee or its
successor in trust under the Indenture, which, at the date hereof,
is located at 101 Barclay Street, New York, NY 10281, Attention:
Corporate Trust Department.
SECTION
206. Sinking
Funds.
Article Twelve of the Indenture shall not apply to the 6.15% Senior
Notes. SECTION
207. Redemption
The 6.15% Senior Notes shall be redeemable at the option of the
Company, in whole at any time or in part from time to time, upon
not less than thirty but not more than sixty days’ previous
notice given by mail to the registered owners of the 6.15% Senior
Notes at a redemption price equal to the greater of (i) 100% of the
principal amount of the 6.15% Senior Notes being redeemed and (ii)
the sum of the present values of the remaining scheduled payments
of principal and interest on the 6.15% Senior Notes being redeemed
(excluding the portion of any such interest accrued to the date of
redemption) discounted (for purposes of determining present value)
to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 20 basis points, plus, in each case, accrued
interest thereon to the date of redemption.
“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as
having a maturity comparable to the remaining term of the 6.15%
Senior Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the 6.15% Senior Notes.
“Comparable Treasury Price” means, with respect to any
redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (2) if fewer
than four such Reference Treasury Dealer Quotations are obtained,
the average of all such quotations.
“Independent Investment Banker” means one of the
Reference Treasury Dealers appointed by the Company and reasonably
acceptable to the Trustee.
“Reference Treasury Dealer” means a primary U.S.
government securities dealer in New York City selected by the
Company and reasonably acceptable to the Trustee.
“Reference Treasury Dealer Quotation” means, with
respect to each Reference Treasury Dealer and any redemption date,
the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at or before 5:00 p.m.,
New York City time, on the third Business Day preceding such
redemption date.
“Treasury Rate” means, with respect to any redemption
date, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for
the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such
redemption date. ARTICLE THREE Miscellaneous
SECTION
301. Execution
as Supplemental Indenture
This Sixth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture
and, as provided in the Original Indenture, this Sixth Supplemental
Indenture forms a part thereof.
SECTION
302. Conflict
with Trust Indenture Act
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Sixth
Supplemental Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.
SECTION
303. Effect
of Headings
The Article and Section headings herein are for convenience only
and shall not affect the construction hereof.
SECTION
304. Successors
and Assigns
All covenants and agreements by the Company in this Sixth
Supplemental Indenture shall bind its successors and assigns,
whether so expressed or not.
SECTION
305. Separability
Clause
In case any provision in this Sixth Supplemental Indenture or in
the 6.15% Senior Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.
SECTION
306. Benefits
of Sixth Supplemental Indenture
Nothing in this Sixth Supplemental Indenture or in the 6.15% Senior
Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder and the Holders, any
benefit or any legal or equitable right, remedy or claim under this
Sixth Supplemental Indenture.
SECTION
307. Execution
and Counterparts
This Sixth Supplemental Indenture may be executed in any number of
counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Sixth
Supplemental Indenture to be duly executed and attested, all as of
the day and year first above written.
PUBLIC SERVICE COMPANY OF OKLAHOMA
By:__/s/ Stephan T. Haynes_________ Stephan T. Haynes Assistant
Treasurer
Attest:
__/s/ Jeffrey D.
Cross
Jeffrey D. Cross Assistant Secretary
THE BANK OF NEW YORK, as Trustee
By__/s/ Beata
Hryniewicka
Authorized Signatory
Attest:
_/s/ Van
Brown
Name: Van Brown Title: Vice
President
STATE OF
OHIO
) : ss.: COUNTY OF FRANKLIN )
On the 10th day of August, 2006, personally appeared before me, a
Notary Public within and for said County in the State of Ohio,
Stephan T. Haynes and Jeffrey D. Cross, to me known and known to me
to be respectively an Assistant Treasurer and an Assistant
Secretary of Public Service Company of Oklahoma, one of the
corporations named in and which executed the foregoing instrument,
who severally acknowledged that they did sign said instrument as
such Assistant Treasurer and Assistant Secretary for and on behalf
of said corporation and that the same is their free act and deed as
such Assist
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