Exhibit 4(f)(i)
SWEPCO CAPITAL TRUST I
TRUST AGREEMENT
THIS TRUST AGREEMENT, dated as of August 14, 2003, among (i) SOUTHWESTERN
ELECTRIC POWER COMPANY, a Delaware corporation (the "Depositor"), (ii) THE BANK
OF NEW YORK, a New York banking corporation, as trustee (the "Trustee"), (iii)
THE BANK OF NEW YORK (DELAWARE), a Delaware banking corporation, as Delaware
Trustee (the "Delaware Trustee"), and (iv) Jeffrey D. Cross and Geoffrey S.
Chatas, each an individual, as administrative trustees (the "Administrative
Trustees" and collectively with the Delaware Trustee, the "Trustees"). The
Depositor and the Trustees hereby agree as follows:
1. The trust created hereby (the "Trust") shall be known as SWEPCO CAPITAL
TRUST I, in which name the Trustees, or the Depositor to the extent provided
herein, may conduct the statutory of the trust, make and execute contracts, and
sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Administrative Trustees the sum of $10.00. The Administrative Trustees hereby
acknowledge receipt of such amount in trust from the Depositor, which amount
shall constitute the initial trust estate. The Trustees hereby declare that they
will hold the trust estate in trust for the Depositor.
3. It is the intention of the parties hereto that the Trust created hereby
constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. C. Section 3801 et seq. (the "Statutory Trust Act"), and that this
document constitutes the governing instrument of the Trust.
4. The Trustees are hereby authorized and directed to execute and file a
certificate of trust with the Delaware Secretary of State in accordance with the
provisions of the Statutory Trust Act.
5. The Depositor and the Trustees will enter into an amended and restated
Trust Agreement, satisfactory to each such party and substantially in the form
included as an exhibit to the 1933 Act Registration Statement (as defined
below), to provide for the contemplated operation of the Trust created hereby
and the issuance of the Preferred Securities and Common Securities referred to
therein (collectively, the "Trust Securities"). Prior to the execution and
delivery of such amended and restated Trust Agreement, the Trustees shall not
have any duty or obligation hereunder or with respect to the trust estate,
except as otherwise required by applicable law or as may be necessary to obtain
prior to such execution and delivery of any licenses, consents or approvals
required by applicable law or otherwise. However, notwithstanding the foregoing,
all Trustees may take all actions deemed proper as are necessary to effect the
transactions contemplated herein.
6. The Depositor and the Trustees hereby authorize and direct the Depositor,
as the agent of the Trust, (i) to file with the Securities and Exchange
Commission (the "Commission") and
execute, on behalf of the Trust, the Registration Statement on Form S-3 (the
1933 Act Registration Statement), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust; (ii) to file with the New York Stock Exchange, The Nasdaq National Market
or the Over-the-Counter Bulletin Board (each, an Exchange) and execute on behalf
of the Trust one or more listing applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any of the
Exchanges; and (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the securities
or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust,
may deem necessary or desirable. In the event that any filing referred to in
clauses (i), (ii) and (iii) above is required by the rules and regulations of
the Commission, an Exchange or state securities or blue sky laws, to be executed
on behalf of the Trust by one or more of the Trustees, Jeffrey D. Cross and
Geoffrey S. Chatas, in their capacities as Administrative Trustees of the Trust,
are hereby authorized and, to the extent so required, directed to join in any
such filing and to execute on behalf of the Trust any and all of the foregoing,
it being understood that The Bank of New York in its capacity as a Trustee of
the Trust shall not be required to join in any such filing or execute on behalf
of the Trust any such document unless required by the rules and regulations of
the Commission, the Exchange or state securities or blue sky laws. In connection
with the filings referred to above, the Depositor and Trustees, solely as
Trustees and not in their individual capacities, hereby constitutes and appoints
Jeffrey D. Cross and Geoffrey S. Chatas, and each of them, as its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or such Trustee or in the Depositor's or such
Trustees' name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the 1933 Act Registration
Statement and the 1934 Act Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, the Exchange and administrators of the state securities or blue sky
laws, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as the
Depositor or such Trustee might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
respective substitute or substitutes, shall do or cause to be done by virtue
hereof.
7. (a) The Trustees and their officers, directors, agents, shareholders,
members, partners, employees, representatives, nominees, custodians and servants
(collectively, the "Fiduciary Indemnified Persons") shall not be liable,
responsible or accountable in damages or otherwise to the Trust, the Depositor,
the Trustees or any holder of the Trust Securities (the Trust, the Depositor and
any holder of the Trust Securities being a "Covered Person") for any loss,
damage or claim incurred by reason of any act or omission performed or omitted
by the Fiduciary Indemnified Persons in good faith on behalf of the Trust and in
a manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement or by law, except that the Fiduciary Indemnified Persons shall be
liable for any such loss, damage or claim incurred by reason of the Fiduciary
Indemnified Person's gross negligence or willful misconduct with respect to such
acts or omissions.
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(b) The Fiduciary Indemnified Persons shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any person as to
matters the Fiduciary Indemnified Persons reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Trust, including information, opinions,
reports or statements as to the value and amount of the assets, liabilities,
profits, losses, or any other facts pertinent to the existence and amount of
assets from which distributions to holders of Trust Securities might properly be
paid.
(c) The Depositor agrees, to the fullest extent permitted by
applicable law, (i) to indemnify and hold harmless each Fiduciary Indemnified
Person from and against any loss, damage, liability, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by the Fiduciary Indemnified
Persons by reason of the creation, operation or termination of the Trust in a
manner the Fiduciary Indemnified Persons reasonably believed to be within the
scope of authority conferred on the Fiduciary Indemnified Persons by this Trust
Agreement of Trust, except that no Fiduciary Indemnified Persons shall be
entitled to be indemnified in respect of any loss, damage or claim incurred by
the Fiduciary Indemnified Persons by reason of gross negligence or willful
misconduct with respect to such acts or omissions, and (ii) to advance expenses
(including legal fees) incurred by a Fiduciary Indemnified Person in defending
any claim, demand, action, suit or proceeding shall, from time to time, prior to
the final disposition of such claim, demand, action, suit or proceeding, upon
receipt by the Trust of an undertaking by or on behalf of such Fiduciary
Indemnified Persons to repay such amount if it shall be determined that such
Fiduciary Indemnified Person is not entitled to be indemnified as authorized in
the preceding subsection.
(d) The provisions of Section 7 shall survive the termination of this
Trust Agreement or the earlier resignation or removal of the Fiduciary
Indemnified Persons.
8. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor, who may increase or decrease the
number of Trustees; provided, however, that, to the extent required by the
Statutory Trust Act, one Trustee shall either be a natural person who is a
resident of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. The
Trustees may resign upon thirty (30) days' prior written notice to the
Depositor; PROVIDED, HOWEVER, that no resignation of the Delaware Trustee shall
be effective until a successor Delaware Trustee has been appointed by the
Administrative Trustees and has accepted such appointment by an instrument
executed by such successor Delaware Trustee and delivered to the Administrative
Trustees, the Depositor and The Bank of New York. In the event a successor
Delaware Trustee is not appointed within thirty (30) days of giving notice of
resignation, the Delaware Trustee shall have a right to petition a court of
competent jurisdiction to appoint a successor Delaware Trustee at the cost of
the Trust.
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9. This Trust Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
10. This Trust Agreement may be executed in one or more counterparts.
11. The Trust may terminate without issuing any Trust Securities at the
election of the Depositor.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
SOUTHWESTERN ELECTRIC POWER COMPANY,
as Depositor
By:
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Name: Thomas G. Berkemeyer
Title: Assistant Secretary
THE BANK OF NEW YORK,
as Trustee
By:
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Name:
Title:
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By:
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Name:
Title:
-------------------------------------,
Jeffrey D. Cross, as Trustee
-------------------------------------,
Geoffrey S. Chatas, as Trustee
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