UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of report (Date of earliest event reported) | ||||||||||||||
| (Commission File Number) | (Exact Name of Registrants as Specified in Their Charters) | (I.R.S. Employer Identification No.) | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(405 ) 553-3000
(Registrant's telephone number, including area code)
| Not Applicable | ||||||||||||||
| (Former Name or Former Address, if Changed Since Last Report) | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Registrant | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||
| OGE Energy Corp. | |||||||||||
| Oklahoma Gas and Electric Company | None | N/A | N/A | ||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
OGE Energy Corp. ("OGE Energy") is the parent company of Oklahoma Gas and Electric Company ("OG&E"), a regulated electric utility with approximately 871,000 customers in Oklahoma and western Arkansas. In addition, OGE Energy holds a 25.5 percent limited partner interest and a 50 percent general partner interest in Enable Midstream Partners, LP.
OGE Energy Senior Notes. On May 27, 2021, OGE Energy, an Oklahoma corporation, completed the issuance of $500,000,000 in aggregate principal amount of its 0.703% Senior Notes, Series due May 26, 2023 (the "OGE Energy Senior Notes"). The offering of the OGE Energy Senior Notes was registered under the Securities Act of 1933, as amended, pursuant to OGE Energy's registration on Form S-3ASR (File No. 333-255823). A prospectus supplement relating to the offering and sale of the OGE Energy Senior Notes was filed with the Securities and Exchange Commission on May 25, 2021.
Attached as Exhibit 4.01 is the Supplemental Indenture No. 4 dated as of May 27, 2021 between OGE Energy and BOKF, NA, as trustee, creating the OGE Energy Senior Notes. Attached as Exhibit 5.01 is an Opinion of Counsel as to the legality of the OGE Energy Senior Notes.
OG&E Senior Notes. On May 27, 2021, OG&E, an Oklahoma corporation, completed the issuance of $500,000,000 in aggregate principal amount of its 0.553% Senior Notes, Series due May 26, 2023 (the "OG&E Senior Notes"). The offering of the OG&E Senior Notes was registered under the Securities Act of 1933, as amended, pursuant to OG&E's registration on Form S-3ASR (File No. 333-255823-01). A prospectus supplement relating to the offering and sale of the OG&E Senior Notes was filed with the Securities and Exchange Commission on May 25, 2021.
Attached as Exhibit 4.02 is the Supplemental Indenture No. 22 dated as of May 27, 2021 between OG&E and BOKF, NA, as trustee, creating the OG&E Senior Notes. Attached as Exhibit 5.02 is an Opinion of Counsel as to the legality of the OG&E Senior Notes.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits | ||||||||
Exhibit Number | Description | |||||||
| 4.01 | ||||||||
| 4.02 | ||||||||
| 5.01 | ||||||||
| 5.02 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
This combined Current Report on Form 8-K is being filed separately by OGE Energy and OG&E (Registrants). Information contained herein relating to any individual Registrant has been filed by such Registrant on its own behalf. No Registrant makes any representation as to information relating to any other Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| OGE ENERGY CORP. | ||||||||||||||||||||
| OKLAHOMA GAS AND ELECTRIC COMPANY | ||||||||||||||||||||
| (Registrant) | ||||||||||||||||||||
| By: | /s/ Sarah R. Stafford | |||||||||||||||||||
| Sarah R. Stafford | ||||||||||||||||||||
| Controller and Chief Accounting Officer | ||||||||||||||||||||
May 27, 2021
Exhibit 4.01
SUPPLEMENTAL INDENTURE NO. 4
FROM
OGE ENERGY CORP.
TO
BOKF, N.A.
TRUSTEE
___________________________
DATED AS OF MAY 27, 2021
___________________________
SUPPLEMENTAL TO INDENTURE
DATED AS OF NOVEMBER 1, 2004
TABLE OF CONTENTS
| Parties | 1 | |||||||
| Recitals | 1 | |||||||
| ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS | ||||||||
| Section 1.01. | Integral Part of Indenture | 1 | ||||||
| Section 1.02. | Definitions; References to Articles and Sections; Terms referring to this Supplemental Indenture | 2 | ||||||
| ARTICLE TWO 0.703% SENIOR NOTES, SERIES DUE MAY 26, 2023 | ||||||||
| Section 2.01. | Designation and Principal Amount | 2 | ||||||
| Section 2.02. | Stated Maturity Date | 2 | ||||||
| Section 2.03. | Interest Payment Dates | 2 | ||||||
| Section 2.04. | Office for Payment | 2 | ||||||
| Section 2.05. | Redemption Provisions | 2 | ||||||
| Section 2.06. | Authorized Denominations | 2 | ||||||
| Section 2.07. | Reopening of Series | 2 | ||||||
| Section 2.08. | Form of 0.703% Senior Notes, Series Due May 26, 2023 | 2 | ||||||
| ARTICLE THREE MISCELLANEOUS | ||||||||
| Section 3.01. | Recitals of fact, except as stated, are statements of the Company | 3 | ||||||
| Section 3.02. | Supplemental Indenture to be construed as a part of the Indenture | 3 | ||||||
| Section 3.03. | Trust Indenture Act to control; Severability of provisions contained in Supplemental Indenture and Notes | 3 | ||||||
| Section 3.04. | References to either party in Supplemental Indenture include successors or assigns | 3 | ||||||
| Section 3.05. | Provision for execution in counterparts; Table of Contents and descriptive headings of Articles not to affect meaning | 3 | ||||||
| Exhibit A | Form of 0.703% Senior Notes, Series Due May 26, 2023 | |||||||
SUPPLEMENTAL INDENTURE No. 4, made as of the 27th day of May, 2021, by and between OGE ENERGY CORP., a corporation duly organized and existing under the laws of the State of Oklahoma (the “Company”), and BOKF, N.A., a national banking association, as trustee (the “Trustee”):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Indenture (hereinafter referred to as the “Indenture”), made as of November 1, 2004; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 1 dated as of November 4, 2004, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “5.00% Senior Notes, Series due November 15, 2014”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 2 dated as of November 24, 2014, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of $100,000,000 in aggregate principal amount of Floating Rate Senior Notes due November 24, 2017; and
WHEREAS, the Company, the Trustee and UMB Bank, N.A., as predecessor trustee, registrar and paying agent, have heretofore executed and delivered its Supplemental Indenture No. 3, dated as of April 26, 2018, providing for the resignation of UMB and the acceptance, by the Trustee, of its appointment as trustee, registrar and paying agent and the assumption of all duties and responsibilities of the trustee, registrar and paying agent under the Indenture; and
WHEREAS, Section 2.05 of the Indenture provides that debt securities shall be issued in series and that a Company Order shall specify the terms of each series; and
WHEREAS, the Company has this day delivered a Company Order setting forth the terms of a series of Notes designated “0.703% Senior Notes, Series due May 26, 2023 (hereinafter sometimes referred to as the “Senior Notes due 2023”); and
WHEREAS, Section 12.01 of the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form of debt securities or establishing or reflecting any terms of any debt security and adding to the covenants of the Company; and
WHEREAS, the execution and delivery of this Supplemental Indenture No. 4 (herein, “this Supplemental Indenture”) have been duly authorized by a resolution adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the Senior Notes due 2023 are, and are to be, authenticated, issued and delivered, and in consideration of the premises of the purchase and acceptance of the Senior Notes due 2023 by the Holders thereof and the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Senior Notes due 2023, as follows:
ARTICLE ONE.
RELATION TO INDENTURE; DEFINITIONS
Section 1.01.Integral Part of Indenture. This Supplemental Indenture constitutes an integral part of the Indenture.
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Section 1.02. Definitions; References to Articles and Sections; Terms referring to this Supplemental Indenture. For all purposes of this Supplemental Indenture:
(a) Capitalized terms used herein without definition shall have the meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and
(c) The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder” and “herewith” refer to this Supplemental Indenture.
ARTICLE TWO.
0.703% SENIOR NOTES, SERIES DUE MAY 26, 2023
Section 2.01.Designation and Principal Amount. There shall be a series of debt securities designated the “0.703% Senior Notes, Series due May 26, 2023” (the “Senior Notes due 2023”). The Senior Notes due 2023 shall be limited to $500,000,000 aggregate principal amount, except as provided in Section 2.07 hereof.
Section 2.02.Stated Maturity Date. Except as otherwise provided in Section 2.05 hereof, the principal amount of the Senior Notes due 2023 shall be payable on the stated maturity date of May 26, 2023.
Section 2.03.Interest Payment Dates. The Senior Notes due 2023 shall be dated their date of authentication as provided in the Indenture and shall bear interest from their date at the rate of 0.703% per annum, payable semi-annually in arrears on May 26 and November 26 of each year, commencing November 26, 2021. The Regular Record Dates with respect to such May 26 and November 26 interest payment dates shall be May 11 and November 11, respectively. Principal and interest shall be payable to the persons and in the manner provided in Sections 2.04 and 2.12 of the Indenture.
Section 2.04.Office for Payment. The Senior Notes due 2023 shall be payable at the corporate trust office of the Trustee and at the offices of such paying agents as the Company may appoint by Company Order in the future.
Section 2.05.Redemption Provisions. The Senior Notes due 2023 may be redeemed by the Company at its option at any time on or after November 26, 2021, upon notice as provided in the Indenture, at a price equal to 100% of the principal amount of the Senior Notes due 2023 being redeemed, plus any accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
The Senior Notes due 2023 shall not be subject to any sinking fund.
Section 2.06.Authorized Denominations. The Senior Notes due 2023 shall be issued in fully registered form without coupons in a minimum denomination of $2,000 and multiples of $1,000 in excess thereof.
Section 2.07.Reopening of Series. The Senior Notes due 2023 may be reopened and additional notes of the Senior Notes due 2023 may be issued in excess of the limitation set forth in Section 2.01 hereof, provided that such additional notes will contain the same terms (including the maturity date and interest payment terms) as the other Senior Notes due 2023, except for the issue date, price to public and, if applicable, first date from which interest will accrue and the initial interest payment date. Any such additional Senior Notes due 2023, together with the other Senior Notes due 2023, shall constitute a single series for purposes of the Indenture.
Section 2.08.Form of 0.703% Senior Notes, Series Due May 26, 2023. The Senior Notes due 2023 shall initially be in the form attached as Exhibit A hereto.
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ARTICLE THREE.
AMENDMENTS
Section 3.01.Recitals of fact, except as stated, are statements of the Company. The recitals of fact herein and in the Senior Note due 2023 (except the Trustee’s Certificate) shall be taken as statements of the Company and shall not be construed as made by the Trustee.
Section 3.02.Supplemental Indenture to be construed as a part of the Indenture. This Supplemental Indenture shall be construed in connection with and as a part of the Indenture.
Section 3.03Trust Indenture Act to control; Severability of provisions contained in Supplemental Indenture and Notes.
(a)If any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to the date of this Supplemental Indenture) by any of the provisions of Sections 310 to 317, inclusive, of said Act, such required provisions shall control.
(b)In case any one or more of the provisions contained in this Supplemental Indenture or in the debt securities 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 3.04References to either party in Supplemental Indenture include successors or assigns. Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
Section 3.05 Provision for execution in counterparts; Table of Contents and descriptive headings of Articles not to affect meaning.
(a)This Supplemental Indenture may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(b)The Table of Contents and the descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
[Signature page follows]
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IN WITNESS WHEREOF, OGE ENERGY CORP. has caused this Supplemental Indenture to be signed by its Treasurer, and attested by its Secretary or an Assistant Secretary, and BOKF, N.A., as Trustee, has caused this Supplemental Indenture to be signed by its President, a Senior Vice President, Vice President or an Assistant Vice President, and attested by its Secretary, an Assistant Secretary, a Vice President or an Assistant Vice President, all as of the date first above written.
OGE ENERGY CORP.
| By: | /s/ Charles B. Walworth | |||||||
| Name: Charles B. Walworth | ||||||||
| Title: Treasurer | ||||||||
ATTEST:
| /s/ Patricia D. Horn | |||||||||||
| Name: Patricia D. Horn | |||||||||||
| Title: Vice President - Governance, Corporate Secretary | |||||||||||
BOKF, NA as Trustee
| By: | /s/ Rachel Redd-Singleton | |||||||
| Name: Rachel Redd-Singleton | ||||||||
| Title: Senior Vice President | ||||||||
ATTEST:
| /s/ Austin North | ||||||||
| Name: Austin North | ||||||||
| Title: Asst. Vice President | ||||||||
[Signature page to Supplemental Indenture No. 4]
EXHIBIT A
Form of 0.703% Senior Note, Series due May 26, 2023
| 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, 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.
OGE ENERGY CORP.
0.703% SENIOR NOTE, SERIES DUE May 26, 2023
| CUSIP / ISIN: 670837AC7 / US670837AC70 | NUMBER: R-1 | ||||
| ORIGINAL ISSUE DATE(S): | PRINCIPAL AMOUNT(S): | ||||
| May 27, 2021 | $500,000,000 | ||||
| INTEREST RATE: 0.703% | MATURITY DATE: May 26, 2023 | ||||
OGE Energy Corp., 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
FIVE HUNDRED MILLION 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 May 26 and November 26 of each year, commencing on November, 2021, 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 Person in whose name this Global Note is registered at the close of business on the Regular Record Date for such interest, which shall be the May 11 and November 11, as the case may be, next preceding such Interest Payment Date, provided that the first Interest Payment Date for any part of this Global Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption, repayment or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (as defined below), any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Global 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
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Depositary, of the day on which such payment of interest is due on this Global Note (other than maturity), the Trustee shall pay to the Depositary such interest in same day funds. On or before 10:00 a.m., New York City time, or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which principal, interest payable at maturity and premium, if any, is due on this Global Note, the Trustee shall deposit with the Depositary the amount equal to the principal, interest payable at maturity and premium, if any, by wire transfer into the account specified by the Depositary. As a condition to the payment, on the Maturity Date or upon redemption, repayment or acceleration, of any part of the principal and applicable premium of this Global Note, the Depositary shall surrender, or cause to be surrendered, this Global Note to the Trustee, whereupon a new Global Note shall be issued to the Depositary.
This Global Note is a global security in respect of a duly authorized issue of 0.703% Senior Notes, Series due May 26, 2023 (the “Notes of this Series,” which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of November 1, 2004 between the Company and BOKF, NA as successor trustee (the “Trustee,” which term includes any subsequent successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the “Indenture”). Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes” refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Global Note has been issued in respect of the series designated on the first page hereof.
Each Note of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date or Dates. Each Note or Global Note issued upon transfer, exchange or substitution of such Note or Global Note shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Note or Global Note, as the case may be.
The Company, at its option, may redeem this Global Note at any time on or after November 26, 2021 at a price equal to 100% of the principal amount of this Global Note being redeemed, plus any accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Notice of redemption will be given by mail or by electronic communication (including e-mail) to Holders of Notes of this Series not less than 30 or more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. In the event of redemption of this Global Note in part only, a new Global Note or Notes of like tenor and series for the unredeemed interest hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.
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.
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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 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 Global Note on or after the respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Global Note at the times, places and rates and the coin or currency prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations therein set forth, this Global Note may be transferred only as permitted by the legend hereto.
If at any time the Depositary for this Global Note notifies the Company that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary for this Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to this Global Note. If a successor Depositary for this Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election to issue this Note in global form shall no longer be effective with respect to this Global Note and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in exchange for this Global Note, will authenticate and deliver individual Notes of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of this Global Note.
The Company may at any time and in its sole discretion determine that all Notes of this Series (but not less than all) issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in exchange for such Global Note, shall authenticate and deliver, individual Notes of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes.
Under certain circumstances specified in the Indenture, the Depositary may be required to surrender any two or more Global Notes which have identical terms (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate all Original Issue Dates and the principal amount applicable to each such Original Issue Date.
The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of Oklahoma.
Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized signatory, this Global Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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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.
[Signature page follows.]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
OGE ENERGY CORP.
| By: | ||||||||
| Dated: | Attest: | ||||||||||
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
| This Global Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture. | ||
BOKF, NA, as Trustee
| By: | |||||
| Authorized Officer | |||||
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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 survivor- ship 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. | ||||||||
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| Signature Guaranteed By: | |||||||||||
| (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR 240.17 Ad-15)) | |||||||||||
| By: | |||||||||||
| Name: | |||||||||||
| Title: | |||||||||||
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Exhibit 4.02
SUPPLEMENTAL INDENTURE NO. 22
FROM
OKLAHOMA GAS AND ELECTRIC COMPANY
TO
BOKF, NA
TRUSTEE
_________________
DATED AS OF
MAY 27, 2021
___________________________
SUPPLEMENTAL TO INDENTURE
DATED AS OF OCTOBER 1, 1995
TABLE OF CONTENTS
| Parties | 1 | |||||||
| Recitals | 1 | |||||||
| ARTICLE ONE RELATION TO INDENTURE; DEFINITIONS | ||||||||
| Section 1.01. | Integral Part of Indenture | 3 | ||||||
| Section 1.02. | (a) Definitions | 3 | ||||||
| (b) References to Articles and Sections | 3 | |||||||
| (c) Terms Referring to this Supplemental Indenture | 3 | |||||||
| ARTICLE TWO 0.553% SENIOR NOTES, SERIES DUE MAY 26, 2023 | ||||||||
| Section 2.01. | Designation and Principal Amount | 4 | ||||||
| Section 2.02. | Stated Maturity Date | 4 | ||||||
| Section 2.03. | Interest Payment Dates | 4 | ||||||
| Section 2.04. | Office for Payment | 4 | ||||||
| Section 2.05. | Redemption Provisions | 4 | ||||||
| Section 2.06. | Authorized Denominations | 4 | ||||||
| Section 2.07. | Occurrence of Release Date | 4 | ||||||
| Section 2.08. | Reopening of Notes | 4 | ||||||
| Section 2.09. | Form of 0.553% Senior Notes, Series Due May 26, 2023 | 4 | ||||||
| ARTICLE THREE MISCELLANEOUS | ||||||||
| Section 3.01. | Recitals of fact, except as stated, are statements of the Company | 4 | ||||||
| Section 3.02. | Supplemental Indenture to be construed as a part of the Indenture | 4 | ||||||
| Section 3.03. | (a) Trust Indenture Act to control | 5 | ||||||
| (b) Severability of provisions contained in Supplemental Indenture and Notes | 5 | |||||||
| Section 3.04. | References to either party in Supplemental Indenture include successors or assigns | 5 | ||||||
| Section 3.05. | (a) Provision for execution in counterparts | 5 | ||||||
| (b) Table of Contents and descriptive headings of Articles not to affect meaning | 5 | |||||||
| Exhibit A | Form of 0.553% Senior Notes, Series Due May 26, 2023 | |||||||
SUPPLEMENTAL INDENTURE No. 22, made as of the 27th day of May, 2021 by and between OKLAHOMA GAS AND ELECTRIC COMPANY, a corporation duly organized and existing under the laws of the State of Oklahoma (the “Company”), and BOKF, NA, a national banking association duly organized and existing under the laws of the United States, as successor trustee, registrar and paying agent (the “Trustee”):
WITNESSETH:
WHEREAS, the Company has heretofore executed and delivered its Indenture (hereinafter referred to as the “Indenture”), made as of October 1, 1995; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 1 dated as of October 16, 1995, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating two series of Notes designated “7.30% Senior Notes, Series due October 15, 2025” and “6.250% Senior Notes, Series due October 15, 2000”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 2 dated as of July 1, 1997, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating two series of Notes designated “6.65% Senior Notes, Series due July 15, 2027” and “6.50% Senior Notes, Series due July 15, 2017”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 3 dated as of April 1, 1998, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “6.5000% Senior Notes, Series due April 15, 2028”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 4 dated as of October 15, 2000, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “7.125% Senior Notes, Series due October 15, 2005”; and
WHEREAS, the Company, UMB Bank, N.A. (“UMB”) and The Bank of New York (“BONY”) have heretofore executed and delivered Supplemental Indenture No. 5 dated as of October 24, 2001, providing for the resignation of BONY and the acceptance, by UMB, of its appointment as trustee and the assumption of all duties and responsibilities of the trustee under the Indenture; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 6 dated as of August 1, 2004, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “6.50% Senior Notes, Series due August 1, 2034”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 7 dated as of January 1, 2006, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating two series of Notes designated “5.15% Senior Notes, Series due January 15, 2016” and “5.75% Senior Notes, Series due January 15, 2036”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 8 dated as of January 15, 2008, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “6.45% Senior Notes, Series due February 1, 2038”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 9 dated as of September 1, 2008, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “6.350% Senior Notes, Series due September 1, 2018”; and
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WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 10 dated as of December 1, 2008, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “8.25% Senior Notes, Series due January 15, 2019”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 11 dated as of June 1, 2010, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “5.85% Senior Notes, Series due June 1, 2040”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 12 dated as of May 15, 2011, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “5.25% Senior Notes, Series due May 15, 2041”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 13 dated as of May 1, 2013, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “3.900% Senior Notes, Series due May 1, 2043”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 14 dated as of March 15, 2014, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “4.55% Senior Notes, Series due March 15, 2044”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 15 dated as of December 1, 2014, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “4.000% Senior Notes, Series due December 15, 2044”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 16 dated as of March 15, 2017, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “4.150% Senior Notes, Series due April 1, 2047”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 17 dated as of August 1, 2017, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “3.85% Senior Notes, Series due August 15, 2047”; and
WHEREAS, the Company, the Trustee and UMB, as predecessor trustee, registrar and paying agent, have heretofore executed and delivered Supplemental Indenture No. 18, dated as of April 26, 2018, providing for the resignation of UMB and the acceptance, by the Trustee, of its appointment as trustee, registrar and paying agent and the assumption of all duties and responsibilities of the trustee, registrar and paying agent under the Indenture; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 19 dated as of August 15, 2018, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “3.80% Senior Notes, Series due August 15, 2028”; and
WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 20 dated as of June 1, 2019, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “3.30% Senior Notes, Series due March 15, 2030”;
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WHEREAS, the Company has heretofore executed and delivered its Supplemental Indenture No. 21 dated as of April 1, 2020, adding to the covenants, conditions and agreements of the Indenture certain additional covenants, conditions and agreements to be observed by the Company, and creating a series of Notes designated “3.250% Senior Notes, Series due April 1, 2030”; and
WHEREAS, Section 2.05 of the Indenture provides that Notes shall be issued in series and that a Company Order shall specify the terms of each series; and
WHEREAS, Boatmen’s First National Bank of Oklahoma was formerly the trustee under the Indenture and NationsBank, N.A. succeeded Boatmen’s First National Bank of Oklahoma as trustee pursuant to Section 9.13 of the Indenture, BONY subsequently succeeded NationsBank, N.A. as trustee pursuant to Section 9.13 of the Indenture, UMB subsequently succeeded BONY as trustee pursuant to Section 9.11 of the Indenture, and BOKF, NA has subsequently succeeded UMB as Trustee pursuant to Section 9.11 of the Indenture; and
WHEREAS, the Company has this day delivered a Company Order setting forth the terms of a series of Notes designated “0.553% Senior Notes, Series due May 26, 2023 (hereinafter sometimes referred to as the “Senior Notes due 2023”); and
WHEREAS, Section 13.01 of the Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto for the purposes, among others, of establishing the form of Notes or establishing or reflecting any terms of any Note and adding to the covenants of the Company; and
WHEREAS, the execution and delivery of this Supplemental Indenture No. 22 (herein, “this Supplemental Indenture”) have been duly authorized by a resolution adopted by the Board of Directors of the Company;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to set forth the terms and conditions upon which the Senior Notes due 2023 are, and are to be, authenticated, issued and delivered, and in consideration of the premises of the purchase and acceptance of the Senior Notes due 2023 by the Holders thereof and the sum of one dollar duly paid to it by the Trustee at the execution of this Supplemental Indenture, the receipt whereof is hereby acknowledged, the Company covenants and agrees with the Trustee for the equal and proportionate benefit of the respective Holders from time to time of the Senior Notes due 2023, as follows:
ARTICLE ONE.
RELATION TO INDENTURE; DEFINITIONS
Section 1.01.This Supplemental Indenture constitutes an integral part of the Indenture.
Section 1.02. For all purposes of this Supplemental Indenture:
(a) Capitalized terms used herein without definition shall have the meanings specified in the Indenture;
(b) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture; and
(c) The terms “hereof,” “herein,” “hereby,” “hereto,” “hereunder” and “herewith” refer to this Supplemental Indenture.
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ARTICLE TWO.
0.553% SENIOR NOTES, SERIES DUE MAY 26, 2023
Section 2.01.There shall be a series of Notes designated the “0.553% Senior Notes, Series due May 26, 2023” (the “Senior Notes due 2023”). The Senior Notes due 2023 shall be limited to $500,000,000 aggregate principal amount, except as provided in Section 2.08 hereof.
Section 2.02.Except as otherwise provided in Section 2.05 hereof, the principal amount of the Senior Notes due 2023 shall be payable on the stated maturity date of May 26, 2023.
Section 2.03.The Senior Notes due 2023 shall be dated their date of authentication as provided in the Indenture and shall bear interest from their date at the rate of 0.553% per annum, payable semi-annually in arrears on May 26 and November 26 of each year, commencing November 26, 2021. The Regular Record Dates with respect to such May 26 and November 26 interest payment dates shall be May 11 and November 11, respectively. Principal and interest shall be payable to the persons and in the manner provided in Sections 2.04 and 2.12 of the Indenture.
Section 2.04.The Senior Notes due 2023 shall be payable at the corporate trust office of the Trustee and at the offices of such paying agents as the Company may appoint by Company Order in the future.
Section 2.05.The Senior Notes due 2023 may be redeemed by the Company at its option at any time on or after November 26, 2021, upon notice as provided in the Indenture, at a price equal to 100% of the principal amount of the Senior Notes due 2023 being redeemed, plus any accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
The Senior Notes due 2023 shall not be subject to any sinking fund.
Section 2.06.The Senior Notes due 2023 shall be issued in fully registered form without coupons in a minimum denomination of $2,000 and multiples of $1,000 in excess thereof.
Section 2.07.The Release Date (as defined in the Indenture) occurred on April 6, 1998. Accordingly, the Senior Notes due 2023 shall be issued as unsecured general obligations of the Company. The Senior Notes due 2023, and all other Notes issued or to be issued under the Indenture, will not be secured by First Mortgage Bonds of the Company and will not be entitled to the lien of or the benefits provided by the First Mortgage, which has been extinguished.
Section 2.08.The Senior Notes due 2023 may be reopened and additional notes of the Senior Notes due 2023 may be issued in excess of the limitation set forth in Section 2.01 hereof, provided that such additional notes will contain the same terms (including the maturity date and interest payment terms) as the other Senior Notes due 2023, except for the issue date, price to public and, if applicable, first date from which interest will accrue and the initial interest payment date. Any such additional Senior Notes due 2023, together with the other Senior Notes due 2023, shall constitute a single series for purposes of the Indenture.
Section 2.09.The Senior Notes due 2023 shall initially be in the form attached as Exhibit A hereto.
ARTICLE THREE.
MISCELLANEOUS
Section 3.01.The recitals of fact herein and in the Senior Notes due 2023 (except the Trustee’s Certificate) shall be taken as statements of the Company and shall not be construed as made by the Trustee.
Section 3.02.This Supplemental Indenture shall be construed in connection with and as a part of the Indenture.
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Section 3.03.
(a)If any provision of this Supplemental Indenture limits, qualifies, or conflicts with another provision of the Indenture required to be included in indentures qualified under the Trust Indenture Act of 1939 (as enacted prior to the date of this Supplemental Indenture) by any of the provisions of Sections 310 to 317, inclusive, of said Act, such required provisions shall control.
(b)In case any one or more of the provisions contained in this Supplemental Indenture or in the notes issued hereunder should be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected, impaired, prejudiced or disturbed thereby.
Section 3.04.Whenever in this Supplemental Indenture either of the parties hereto is named or referred to, this shall be deemed to include the successors or assigns of such party, and all the covenants and agreements in this Supplemental Indenture contained by or on behalf of the Company or by or on behalf of the Trustee shall bind and inure to the benefit of the respective successors and assigns of such parties, whether so expressed or not.
Section 3.05.
(a)This Supplemental Indenture may be simultaneously executed in several counterparts, and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument.
(b)The Table of Contents and the descriptive headings of the several Articles of this Supplemental Indenture were formulated, used and inserted in this Supplemental Indenture for convenience only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
[Signature page follows]
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IN WITNESS WHEREOF, OKLAHOMA GAS AND ELECTRIC COMPANY has caused this Supplemental Indenture to be signed by its Treasurer, and attested by its Secretary or an Assistant Secretary, and BOKF, NA, as Trustee, has caused this Supplemental Indenture to be signed by its President, a Senior Vice President, Vice President or an Assistant Vice President, and attested by its Secretary, an Assistant Secretary, a Vice President or an Assistant Vice President, all as of the date first above written.
OKLAHOMA GAS AND ELECTRIC COMPANY
| By: | /s/ Charles B. Walworth | |||||||
| Name: Charles B. Walworth | ||||||||
| Title: Treasurer | ||||||||
ATTEST:
| /s/ Patricia D. Horn | |||||||||||
| Name: Patricia D. Horn | |||||||||||
| Title: Vice President - Governance, Corporate Secretary | |||||||||||
BOKF, NA, as Trustee
| By: | /s/ Rachel Redd-Singleton | |||||||
| Name: Rachel Redd-Singleton | ||||||||
| Title: Senior Vice President | ||||||||
ATTEST:
| /s/ Austin North | ||||||||
| Name: Austin North | ||||||||
| Title: Asst. Vice President | ||||||||
[Signature page to Supplemental Indenture No. 22]
EXHIBIT A
Form of 0.553% Senior Note, Series due May 26, 2023
| 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, 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
0.553% SENIOR NOTE, SERIES DUE MAY, 2023
| CUSIP / ISIN: 678858BW0 / US678858BW07 | NUMBER: R-1 | ||||
| ORIGINAL ISSUE DATE(S): | PRINCIPAL AMOUNT(S): | ||||
| May 27, 2021 | $500,000,000 | ||||
| INTEREST RATE: 0.553% | MATURITY DATE: May 26, 2023 | ||||
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
FIVE HUNDRED MILLION 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 May 26 and November 26 of each year, commencing on November 26, 2021, 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 Person in whose name this Global Note is registered at the close of business on the Regular Record Date for such interest, which shall be the May 11 and November 11, as the case may be, next preceding such Interest Payment Date, provided that the first Interest Payment Date for any part of this Global Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided that interest payable on the Maturity Date set forth above or, if applicable, upon redemption, repayment or acceleration, shall be payable to the Person to whom principal shall be payable. Except as otherwise provided in the Indenture (as defined below), any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and shall be paid to the Person in whose name this Global 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
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Depositary, of the day on which such payment of interest is due on this Global Note (other than maturity), the Trustee shall pay to the Depositary such interest in same day funds. On or before 10:00 a.m., New York City time, or such other time as shall be agreed upon between the Trustee and the Depositary, of the day on which principal, interest payable at maturity and premium, if any, is due on this Global Note, the Trustee shall deposit with the Depositary the amount equal to the principal, interest payable at maturity and premium, if any, by wire transfer into the account specified by the Depositary. As a condition to the payment, on the Maturity Date or upon redemption, repayment or acceleration, of any part of the principal and applicable premium of this Global Note, the Depositary shall surrender, or cause to be surrendered, this Global Note to the Trustee, whereupon a new Global Note shall be issued to the Depositary.
This Global Note is a global security in respect of a duly authorized issue of 0.553% Senior Notes, Series due May 26, 2023 (the “Notes of this Series,” which term includes any Global Notes representing such Notes) of the Company issued and to be issued under an Indenture dated as of October 1, 1995 between the Company and BOKF, NA as successor trustee (the “Trustee,” which term includes any subsequent successor Trustee under the Indenture) and indentures supplemental thereto (collectively, the “Indenture”). Under the Indenture, one or more series of notes may be issued and, as used herein, the term “Notes” refers to the Notes of this Series and any other outstanding series of Notes. Reference is hereby made to the Indenture for a more complete statement of the respective rights, limitations of rights, duties and immunities under the Indenture of the Company, the Trustee and the Noteholders and of the terms upon which the Notes are and are to be authenticated and delivered. This Global Note has been issued in respect of the series designated on the first page hereof.
Each Note of this Series shall be dated and issued as of the date of its authentication by the Trustee and shall bear an Original Issue Date or Dates. Each Note or Global Note issued upon transfer, exchange or substitution of such Note or Global Note shall bear the Original Issue Date or Dates of such transferred, exchanged or substituted Note or Global Note, as the case may be.
The Company, at its option, may redeem this Global Note at any time on or after November 26, 2021 at a price equal to 100% of the principal amount of this Global Note being redeemed, plus any accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
Notice of redemption will be given by mail or by electronic communication (including e-mail) to Holders of Notes of this Series not less than 30 or more than 60 days prior to the date fixed for redemption, all as provided in the Indenture. In the event of redemption of this Global Note in part only, a new Global Note or Notes of like tenor and series for the unredeemed interest hereof will be issued in the name of the Noteholder hereof upon the surrender hereof.
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.
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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 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 Global Note on or after the respective due dates expressed here.
No reference herein to the Indenture and to provisions of this Global Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Global Note at the times, places and rates and the coin or currency prescribed in the Indenture.
As provided in the Indenture and subject to certain limitations therein set forth, this Global Note may be transferred only as permitted by the legend hereto.
If at any time the Depositary for this Global Note notifies the Company that it is unwilling or unable to continue as Depositary for this Global Note or if at any time the Depositary for this Global Note shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to this Global Note. If a successor Depositary for this Global Note is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s election to issue this Note in global form shall no longer be effective with respect to this Global Note and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in exchange for this Global Note, will authenticate and deliver individual Notes of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of this Global Note.
The Company may at any time and in its sole discretion determine that all Notes of this Series (but not less than all) issued or issuable in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event, the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of individual Notes of this Series in exchange for such Global Note, shall authenticate and deliver, individual Notes of this Series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such Global Note or Notes in exchange for such Global Note or Notes.
Under certain circumstances specified in the Indenture, the Depositary may be required to surrender any two or more Global Notes which have identical terms (but which may have differing Original Issue Dates) to the Trustee, and the Company shall execute and the Trustee shall authenticate and deliver to, or at the direction of, the Depositary a Global Note in principal amount equal to the aggregate principal amount of, and with all terms identical to, the Global Notes surrendered thereto and that shall indicate all Original Issue Dates and the principal amount applicable to each such Original Issue Date.
The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of Oklahoma.
Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized signatory, this Global Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
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.
[Signature page follows.]
A-4
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
OKLAHOMA GAS AND ELECTRIC COMPANY
| By: | ||||||||
| Dated: | Attest: | ||||||||||
TRUSTEE’S CERTIFICATE
OF AUTHENTICATION
| This Global Note is one of the Notes of the series herein designated, described or provided for in the within-mentioned Indenture. | ||
BOKF, NA, 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 survivor- ship 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
| Signature Guaranteed By: | |||||||||||
| (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR 240.17 Ad-15)) | |||||||||||
| By: | |||||||||||
| Name: | |||||||||||
| Title: | |||||||||||
A-7
Exhibit 5.01
[Gable Gotwals Letterhead]
May 27, 2021
| OGE Energy Corp. 321 N. Harvey Oklahoma City, Oklahoma 73101 | |||||
Re: OGE’s Public Offering of 0.703% Senior Notes, Series due May 26, 2023
Ladies and Gentlemen:
We have acted as special Oklahoma counsel to OGE Energy Corp., an Oklahoma corporation (the “Company”), in connection with the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 0.703% Senior Notes, Series due May 26, 2023 (the “Senior Notes”), issued pursuant to the Prospectus Supplement, dated May 24, 2021 (the “Prospectus Supplement”) and filed with the United States Securities and Exchange Commission (the “SEC”) on May 25, 2021, and the Prospectus dated May 6, 2021, filed as part of the shelf registration statement (File No. 333-255823) that automatically became effective under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), when filed with the SEC on May 6, 2021 (the “Registration Statement”).
The Senior Notes were issued under the Indenture dated as of November 1, 2004 (the “Base Indenture”) between the Company and BOKF, NA, as successor trustee (the “Trustee”), as supplemented four times, most recently by the Supplemental Indenture No. 4 thereto dated as of May 27, 2021 (the Base Indenture, as so supplemented, the “Indenture”), and will be sold to the underwriters (the “Underwriters”) under the Underwriting Agreement dated May 24, 2021 (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the Underwriters.
In rendering this opinion, we have examined and relied on the Registration Statement, the Indenture, the form of the Senior Notes and such corporate records and other documents, and we have reviewed such matters of law, as we have deemed necessary or appropriate. We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In rendering this opinion, we have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with your consent, assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) each natural person signing any document reviewed by us had the legal capacity to do so, (d) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity, (e) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed, (f) that all Senior Notes will be issued and sold in compliance with applicable federal and state securities laws, including applicable provisions of “blue sky” laws, and in the manner stated in the Registration Statement and the Prospectus Supplement, (g) each of the Senior Notes have been or will be duly authenticated and delivered by the Trustee against payment therefore in accordance with the provisions of the Transaction Documents (as defined below), and (h) the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinion rendered herein.
We have also assumed that the execution, delivery and performance of the Underwriting Agreement, Indenture and the Senior Notes (collectively, the “Transaction Documents”) will not (a) violate, conflict with or result in a breach of, or require any consent under, the charters, bylaws or equivalent organizational documents of any party to such documents or the laws of the jurisdictions of organization or other applicable laws with respect to such parties, (b) violate any requirement or restriction imposed by any order, writ, judgment, injunction, decree,
determination or award of any court or governmental body having jurisdiction over any party to such documents or any of their respective assets or (c) constitute a breach or violation of any agreement or instrument that is binding on any party to the Transaction Documents. We have also assumed that each party to the Transaction Documents other than the Company (in the case of parties that are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such party (other than, with respect to the Senior Notes, the Company) has the legal capacity, power and authority (corporate or otherwise) to enter into, deliver and perform its obligations thereunder and that each of the Transaction Documents (other than, with respect to the Company, the Senior Notes) constitutes the valid and legally binding obligation of all such parties, enforceable against them in accordance with its terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Senior Notes will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law, (c) applicable law and public policy with respect to rights to indemnity and contribution, (d) an implied covenant of good faith and fair dealing, (e) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (f) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States and (g) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification or contribution of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration and (vi) limit the waiver of rights under usury laws. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Senior Notes or the Indenture. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
This opinion is limited to the laws of the State Oklahoma. We express no opinion as to the laws of any other jurisdiction, including without limitation the federal laws of the United States. The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law.
We hereby consent to the filing of this opinion as Exhibit 5.01 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into the Registration Statement and to the reference to us with respect to this opinion under the caption of “Legal Opinions” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gable Gotwals
Exhibit 5.02
[Gable Gotwals Letterhead]
May 27, 2021
| Oklahoma Gas and Electric Company 321 N. Harvey Oklahoma City, Oklahoma 73101 | |||||
Re: OG&E’s Public Offering of 0.553% Senior Notes, Series due May, 26, 2023
Ladies and Gentlemen:
We have acted as special Oklahoma counsel to Oklahoma Gas and Electric Company, an Oklahoma corporation (the “Company”), in connection with the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 0.553% Senior Notes, Series due May, 26, 2023 (the “Senior Notes”), issued pursuant to the Prospectus Supplement, dated May 24, 2021 (the “Prospectus Supplement”) and filed with the United States Securities and Exchange Commission (the “SEC”) on May 25, 2021, and the Prospectus dated May 6, 2021, filed as part of the shelf registration statement (File No. 333-255823-01) that automatically became effective under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), when filed with the SEC on May 6, 2021 (the “Registration Statement”).
The Senior Notes were issued under the Indenture dated as of October 1, 1995 (the “Base Indenture”) between the Company and BOKF, NA, as successor trustee (the “Trustee”), as supplemented 22 times, most recently by the Supplemental Indenture No. 22 thereto dated as of May 27, 2021 (the Base Indenture, as so supplemented, the “Indenture”), and will be sold to the underwriters (the “Underwriters”) under the Underwriting Agreement dated May 24, 2021 (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., and Wells Fargo Securities, LLC, as representatives of the Underwriters.
In rendering this opinion, we have examined and relied on the Registration Statement, the Indenture, the form of the Senior Notes and such corporate records and other documents, and we have reviewed such matters of law, as we have deemed necessary or appropriate. We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In rendering this opinion, we have, with your consent, relied upon oral and written representations of officers of the Company and certificates of officers of the Company and public officials with respect to the accuracy of the factual matters addressed in such representations and certificates. In addition, in rendering this opinion we have, with your consent, assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) each natural person signing any document reviewed by us had the legal capacity to do so, (d) each person signing in a representative capacity any document reviewed by us had authority to sign in such capacity, (e) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed, (f) that all Senior Notes will be issued and sold in compliance with applicable federal and state securities laws, including applicable provisions of “blue sky” laws, and in the manner stated in the Registration Statement and the Prospectus Supplement, (g) each of the Senior Notes have been or will be duly authenticated and delivered by the Trustee against payment therefore in accordance with the provisions of the Transaction Documents (as defined below), and (h) the organizational documents of the Company, each as amended to the date hereof, will not have been amended from the date hereof in a manner that would affect the validity of the opinion rendered herein.
We have also assumed that the execution, delivery and performance of the Underwriting Agreement, Indenture and the Senior Notes (collectively, the “Transaction Documents”) will not (a) violate, conflict with or result in a breach of, or require any consent under, the charters, bylaws or equivalent organizational documents of any party to such documents or the laws of the jurisdictions of organization or other applicable laws with respect to such parties, (b) violate any requirement or restriction imposed by any order, writ, judgment, injunction, decree,
determination or award of any court or governmental body having jurisdiction over any party to such documents or any of their respective assets or (c) constitute a breach or violation of any agreement or instrument that is binding on any party to the Transaction Documents. We have also assumed that each party to the Transaction Documents other than the Company (in the case of parties that are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such party (other than, with respect to the Senior Notes, the Company) has the legal capacity, power and authority (corporate or otherwise) to enter into, deliver and perform its obligations thereunder and that each of the Transaction Documents (other than, with respect to the Company, the Senior Notes) constitutes the valid and legally binding obligation of all such parties, enforceable against them in accordance with its terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based on the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that the Senior Notes will be the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The opinion set forth above is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, (b) general equitable principles (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law, (c) applicable law and public policy with respect to rights to indemnity and contribution, (d) an implied covenant of good faith and fair dealing, (e) provisions of law that require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars, (f) limitations by any governmental authority that limit, delay or prohibit the making of payments outside the United States and (g) generally applicable laws that (i) provide for the enforcement of oral waivers or modifications where a material change of position in reliance thereon has occurred or provide that a course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain circumstances where another remedy has been elected, (iii) limit the enforceability of provisions releasing, exculpating or exempting a party from, or requiring indemnification or contribution of a party for, liability for its own action or inaction, to the extent the action or inaction involves negligence, gross negligence, recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the unenforceable portion is not an essential part of the agreed exchange, (v) may limit the enforceability of provisions providing for compounded interest, imposing increased interest rates or late payment charges upon delinquency in payment or default or providing for liquidated damages or for premiums or penalties upon acceleration and (vi) limit the waiver of rights under usury laws. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the governing law provision contained in the Senior Notes or the Indenture. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it. We express no opinion as to the effect of Section 210(p) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
This opinion is limited to the laws of the State Oklahoma. We express no opinion as to the laws of any other jurisdiction, including without limitation the federal laws of the United States. The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in law.
We hereby consent to the filing of this opinion as Exhibit 5.02 to the Current Report on Form 8-K dated the date hereof and incorporated by reference into the Registration Statement and to the reference to us with respect to this opinion under the caption of “Legal Opinions” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gable Gotwals