Exhibit 4(j)
AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of __________, _____ between ENSERCH
Corporation, a Texas corporation ("ENSERCH"), and ENSERCH Capital
I, a Delaware business trust (the "Trust").
WHEREAS, the Trust intends to issue its Common Trust
Securities (the "Common Trust Securities") to and receive
Debentures from ENSERCH and to issue its _____ Cumulative
Preferred Trust Securities (the "Preferred Trust Securities")
with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of
the Trust dated as of __________, ______ as the same may be
amended from time to time (the "Trust Agreement");
WHEREAS, ENSERCH is the issuer of the Debentures;
NOW, THEREFORE, in consideration of the acceptance of
the Preferred Trust Securities by each holder thereof, which
acceptance ENSERCH hereby agrees shall benefit ENSERCH and which
acceptance ENSERCH acknowledges will be made in reliance upon the
execution and delivery of this Agreement, ENSERCH, including in
its capacity as holder of the Common Trust Securities, and the
Trust hereby agree as follows:
ARTICLE I
Section 1.01. Assumption by ENSERCH.
_______________________
Subject to the terms and conditions hereof, ENSERCH hereby
irrevocably and unconditionally assumes the full payment, when
and as due, of any and all Obligations (as hereinafter defined)
to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries"). As used
herein, "Obligations" means any indebtedness, expenses or
liabilities of the Trust, other than obligations of the Trust to
pay to holders of any Preferred Trust Securities the amounts due
such holders pursuant to the terms of the Preferred Trust
Securities. This Agreement is intended to be for the benefit of,
and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.
Section 1.02. Term of Agreement.
________________
This Agreement shall terminate and be of no further force and
effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at
any time any holder of Preferred Trust Securities or any
Beneficiary must restore payment of any sums paid under the
Preferred Trust Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by ENSERCH and The Bank
of New York, as guarantee trustee, or under this Agreement for
any reason whatsoever. This Agreement is continuing,
irrevocable, unconditional and absolute.
Section 1.03. Waiver of Notice.
________________
ENSERCH hereby waives notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and
ENSERCH hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption
and all other notices and demands.
Section 1.04. No Impairment.
_____________
The obligations, covenants, agreements and duties of ENSERCH
under this Agreement shall in no way be affected or impaired by
reason of the happening from time to time of any of the
following:
(a) the extension of time for the payment by the Trust
of all or any portion of the Obligations or for the performance
of any other obligation under, arising out of, or in connection
with, the Obligations;
(b) any failure, omission, delay or lack of diligence
on the part of the Beneficiaries to enforce, assert or exercise
any right, privilege, power or remedy conferred on the
Beneficiaries with respect to the Obligations or any action on
the part of the Trust granting indulgence or extension of any
kind; or
(c) the voluntary or involuntary liquidation,
dissolution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of
the assets of the Trust.
Neither the Trust nor any Beneficiary shall have any obligation
to give notice to, or obtain the consent of, ENSERCH with respect
to the happening of any of the foregoing.
Section 1.05. Enforcement.
___________
A Beneficiary may enforce this Agreement directly against
ENSERCH and ENSERCH waives any right or remedy to require that
any action be brought against the Trust or any other person or
entity before proceeding against ENSERCH.
ARTICLE II
Section 2.01. Binding Effect.
______________
All of the obligations, covenants and agreements contained in
this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of ENSERCH and shall inure to the
benefit of the Beneficiaries and their successors and assigns.
Section 2.02. Amendment.
__________
So long as there remains any Beneficiary or any Preferred Trust
Securities of any series shall be outstanding, this Agreement
shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Trust Securities.
Section 2.03. Notices.
________
Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile
transmission (confirmed by mail), telex or by registered or
certified mail, addressed as follows (and if so given, shall be
deemed given when mailed or upon receipt of an answer-back, if
sent by telex), to wit:
ENSERCH Capital I
c/o ______________________, Administrative Trustee
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: 214-________
ENSERCH Corporation
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Facsimile No.: 214-________
Attention: __________
Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).
THIS AGREEMENT is executed as of the day and year first
above
written.
ENSERCH CORPORATION
By:______________________________
Name:
Title:
ENSERCH CAPITAL I
By:_______________________________
not in his individual capacity,
but solely as Administrative
Trustee
