This Instrument Contains After-Acquired Property Provisions
This Instrument Grants a Security Interest by a Utility
Texas-New Mexico Power Company
(Formerly Community Public Service Company)
To
Bank of America Illinois
Trustee.
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Twenty-Fourth Supplemental Indenture
Dated as of November 3, 1995
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Supplemental to and Modifying
Indenture to Mortgage
and
Deed of Trust
Dated as of November 1, 1944
(as supplemented and modified)
This Instrument Contains After-Acquired Property Provisions.
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This Instrument Grants a Security Interest by a Utility.
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This is a Security Agreement granting a Security Interest in Chattels
including Chattels affixed to Realty as well as a Mortgage upon Real Estate and
Other Property
THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of November 3,
1995, between Texas-New Mexico Power Company (formerly Community Public Services
Company), as debtor, a Texas corporation (hereinafter sometimes called the
"Company"), whose mailing address and address of its principal place of business
is 0000 Xxxxxxxxxxxxx Xxxxx, P.O. Box 2943, Fort Worth, Texas 76113, party of
the first part, and Bank of America Illinois, a banking corporation organized
under the laws of Illinois (hereinafter sometimes called the "Trustee"), (which
was formerly known, at various times, as Continental Bank, a banking corporation
organized under the laws of Illinois, Continental Bank, National Association,
and Continental Illinois National Bank and Trust Company of Chicago (sometimes
referred to as "Predecessor Trustee")), as Trustee and Secured Party, and having
its principal place of business and mailing address at 000 Xxxxx XxXxxxx Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000, party of the second part:
WHEREAS, Community Public Service Company, a Delaware corporation
(hereinafter sometimes called the "Predecessor Company"), has heretofore
executed and delivered to the City National Bank and Trust Company of Chicago
(hereinafter sometimes called the "Old Trustee"), an Indenture of Mortgage and
Deed of Trust dated as of November 1, 1944 (hereinafter sometimes called the
"Original Indenture"), to secure as provided therein, its bonds (in the Original
Indenture and herein called the "Bonds") to be designated generally as its
"First Mortgage Bonds" and to be issued in one or more series as provided in the
Original Indenture; and
WHEREAS, the Predecessor Company has heretofore executed and delivered
to the Old Trustee six indentures supplemental to the Original Indenture, which
supplemental indentures were dated as of March 1, 1947, January 1, 1949, January
1, 1952, March 1, 1954, June 1, 1957 and June 1, 1961, respectively; and
WHEREAS, simultaneously with the merger of the Predecessor Company into
the Company, the Company has heretofore executed and delivered a Seventh
Supplemental Indenture, dated as of May 1, 1963, to Continental Illinois
National Bank and Trust Company of Chicago (into which on September 1, 1961, the
Old Trustee was merged) as Trustee; and
WHEREAS, the Company has heretofore executed and delivered to the
Predecessor Trustee an Eighth Supplemental Indenture dated as of July 1, 1963; a
Ninth Supplemental Indenture dated as of August 1, 1965; a Tenth Supplemental
Indenture dated as of May 1, 1966; an Eleventh Supplemental Indenture dated as
of October 1, 1969; a Twelfth Supplemental Indenture dated as of May 1, 1971; a
Thirteenth Supplemental Indenture dated as of July 1, 1974; a Fourteenth
Supplemental Indenture dated as of March 1, 1975; a Fifteenth Supplemental
Indenture dated as of September 1, 1976; a Sixteenth Supplemental Indenture
dated as of November 1, 1981; a Seventeenth Supplemental Indenture dated as of
December 1, 1982; an Eighteenth Supplemental Indenture dated as of September 1,
1983; a Nineteenth Supplemental Indenture dated as of May 1, 1985; a Twentieth
Supplemental Indenture dated as of July 1, 1987; a Twenty-First Supplemental
Indenture dated as of July 1, 1989; a Twenty-Second Supplemental Indenture dated
as of January 15, 1992; and a Twenty-Third Supplemental Indenture dated as of
September 15, 1993; and
WHEREAS, pursuant to the Original Indenture, as heretofore supplemented
and modified, there have been executed, authenticated, delivered and issued and
there are now outstanding First Mortgage Bonds of series and in principal
amounts as follows:
Title Issued Outstanding
Series L, 10 1/2due 2000 $ 12,000,000 $ 9,600,000
Series M, 8.70% due 2006 $ 10,000,000 $ 8,200,000
Series R, 10% due 2017 $ 65,000,000 $ 62,400,000
Series S, 9% due 2019 $ 20,000,000 $ 19,600,000
Series T, 11 1/4% due 1997 $130,000,000 $100,800,000
Series U, 9 1/4% due 2000 $100,000,000 $100,000,000
and
WHEREAS, Continental Illinois National Bank and Trust Company of
Chicago changed its name to Continental Bank, National Association, effective
December 12, 1988; Continental Bank, National Association changed its name to
Continental Bank, effective June 29, 1994; and Continental Bank changed its name
to Bank of America Illinois effective September 1, 1994; and
WHEREAS, it is provided in the Original Indenture, among other things,
that the Company and the Trustee may, and when so required by the Original
Indenture shall, enter into such indentures supplemental thereto as may or shall
by them be deemed necessary or desirable and which shall thereafter form a part
thereof for the purposes, among others, of (a) subjecting to the lien of the
Original Indenture additional property acquired by the Company, (b) providing
for the creation of any new series of Bonds, designating the series to be
created and specifying the form and provisions of the Bonds of such series, (c)
providing for a sinking, amortization, improvement or other analogous fund for
the benefit of all or any of the Bonds of any one or more series, of such
character and of such amount and upon such terms and conditions as shall be
contained in such supplemental indenture; and (d) providing for modifications in
the Original Indenture, subject to certain conditions; and
WHEREAS, the Company is entering into that certain Revolving Credit
Facility Agreement (the "Credit Agreement"), dated as of November 3, 1995 (as
the same may be amended from time to time, the "Credit Agreement"), among the
Company, certain lenders (the "Lenders") and Chemical Bank, a New York banking
corporation ("Chemical") as agent for the Lenders; and
WHEREAS, the Credit Agreement requires, as a condition precedent to the
effectiveness of the Credit Agreement and the initial borrowing thereunder, that
the Company issue a new series of First Mortgage Bonds to Chemical, as
collateral agent (the "Collateral Agent") for the Lenders under a Bond
Agreement, dated as of November 3, 1995 (the "Bond Agreement"), in an aggregate
principal amount of $30,000,000 to secure the payment when due of the
Obligations (as defined in the Bond Agreement); and
WHEREAS, the agreements of the parties to the Credit Agreement
constitute consideration for the issuance of such First Mortgage Bonds to the
Collateral Agent; and
WHEREAS, the Company, as required by the Credit Agreement, proposes to
create under the Original Indenture a new issue of First Mortgage Bonds, to be
designated as First Mortgage Bonds, Series V (the "Bonds of Series V") to be due
on November 3, 2000, in an aggregate principal amount of $30,000,000 and
proposes to issue the same initially upon the execution of this Twenty-Fourth
Supplemental Indenture; and
WHEREAS, it is the intent of the Company and the Lenders that as long
as the Collateral Agent or any successor Collateral Agent remains as registered
owner of the Bonds of Series V, there be no duplication in the obligations paid
by the Company under the Credit Agreement and the Bonds of Series V, but the
payments, if any, of principal of or interest on the Bonds of Series V be
applied to payment of the Obligations and that the benefits and security of the
lien of the Original Indenture, as supplemented and amended, be extended to the
Obligations by means of the pledge of the Bonds of Series V to the Lenders; and
WHEREAS, the Company is required to execute this Twenty-Fourth
Supplemental Indenture and hereby requests the Trustee to join in this
Twenty-Fourth Supplemental Indenture for the purpose, among others, of creating
and describing the terms of the Bonds of Series V (the Original Indenture as
heretofore supplemented and modified and as supplemented and modified by this
Twenty-Fourth Supplemental Indenture being herein sometimes called the
"Indenture"); and
WHEREAS, all acts and proceedings required by law and by the Restated
Articles of Incorporation and By-Laws of the Company necessary to make the Bonds
of Series V, when executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding mortgage for the
security of all of the Bonds in accordance with its and their terms, have been
done and taken; and the execution and delivery of this Twenty-Fourth
Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE, WITNESSETH,
that, in order to secure the payment of the principal of, premium, if any, and
interest on all Bonds at any time issued and outstanding under the Indenture,
according to their tenor, purport and effect, and to secure the performance and
observance of all the covenants and conditions contained in said Bonds and in
the Indenture, and to declare the terms and conditions upon and subject to which
the Bonds of Series V are and are to be issued and secured, and for the purpose
of confirming the lien of the Original Indenture, as heretofore supplemented and
modified, and for and in consideration of the premises and of the mutual
covenants contained in the Indenture and of the purchase and acceptance of the
Bonds of Series V by the holders thereof, and of the sum of $1 to the Company
paid by the Trustee at or before the ensealing and delivery hereof, and for
other valuable considerations, the receipt whereof is hereby acknowledged, the
Company has executed and delivered this Twenty-Fourth Supplemental Indenture,
and by these presents does grant, bargain, sell, convey, assign, transfer,
mortgage, pledge, hypothecate, set over and confirm unto the Trustee, the
following property, rights, privileges and franchises, to wit:
CLAUSE I.
Without in any way limiting anything in Article Six hereof or
hereinafter described, all and singular the lands, real estate, chattels real,
interests in lands, leaseholds, ways, rights-of-way, easements, servitudes,
permits and licenses, lands under water, riparian rights, franchises,
privileges, gas or electric generating plants, natural gas plants, gas storage
plants and facilities, gas or electric transmission and distribution systems,
gas gathering systems and tap lines, and all apparatus and equipment
appertaining thereto, offices, buildings, warehouses and other structures,
machine shops, tools, materials and supplies and all property of any nature
appertaining to any of the plants, systems, business or operations of the
Company, whether or not affixed to the realty, used in the operation of any of
the premises or plants or systems or otherwise, which are now owned or which may
hereafter be owned or acquired by the Company, other than Excepted Property as
defined in the Granting Clauses of the Original Indenture.
CLAUSE II.
All corporate, Federal, state, municipal and other permits, consents,
licenses, bridge licenses, bridge rights, river permits, franchises, grants,
privileges and immunities of every kind and description, now belonging to or
which may hereafter be owned, held, possessed or enjoyed by the Company (other
than Excepted Property as defined in the Granting Clauses of the Original
Indenture) and all renewals, extensions, enlargements and modifications of any
of them.
CLAUSE III.
Also all other property, real, personal or mixed, tangible or
intangible (other than Excepted Property as defined in the Granting Clauses of
the Original Indenture) of every kind, character and description and wheresoever
situated, whether or not useful in the generation, manufacture, production,
transportation, distribution or sale of gas or electricity, now owned or which
may hereafter be acquired by the Company, it being the intention hereof that all
property, rights and franchises acquired by the Company after the date hereof
(other than Excepted Property as defined in the Granting Clauses of the Original
Indenture) shall be as fully embraced within and subjected to the lien hereof as
if such property were now owned by the Company and were specifically described
herein and conveyed hereby.
CLAUSE IV.
Together with all and singular the plants, buildings, improvements,
additions, tenements, hereditaments, easements, rights, privileges, licenses and
franchises and all other appurtenances whatsoever belonging or in anywise
appertaining to any of the property hereby mortgaged or pledged, or intended so
to be, or any part thereof, and the reversion and reversions, remainder and
remainders, and the rents, revenues, issues, earnings, income, products and
profits thereof, and of every part and parcel thereof, and all the estate,
right, title, interest, property, claim and demand of every nature whatsoever of
the Company at law, in equity or otherwise howsoever, in, of and to such
property and every part and parcel thereof.
CLAUSE V.
Also any and all property, real, personal, or mixed (including Excepted
Property as defined in the Granting Clauses of the Original Indenture), that
may, from time to time hereafter, by delivery or by writing of any kind, for the
purpose hereof be in anywise subjected to the lien hereof or be expressly
conveyed, mortgaged, assigned, transferred, deposited and/or pledged by the
Company or by anyone in its behalf or with its consent, to and with the Trustee,
which is hereby authorized to receive the same at any and all times as and for
additional security and also, when and as in the Indenture provided, as
substituted security hereunder, to the extent permitted by law. Such conveyance,
mortgage, assignment, transfer, deposit and/or pledge or other creation of lien
by the Company or by anyone in its behalf or with its consent of or upon any
property as and for additional security may be made subject to any reservations,
limitations, conditions and provisions which shall be set forth in an instrument
or agreement in writing executed by the Company or the person or corporation
conveying, assigning, mortgaging, transferring, depositing and/or pledging the
same and/or by the Trustee, respecting the use, management and disposition of
the property so conveyed, assigned, mortgaged, transferred, deposited and/or
pledged, or the proceeds thereof.
EXCEPTED PROPERTY
There is, however, expressly excepted and excluded from the lien and
operation of the Indenture all property specifically excepted under the heading
"Excepted Property" of the Granting Clauses of the Original Indenture and all
property released or otherwise disposed of pursuant to the provisions of Article
Seven of the Original Indenture.
The Company may, however, pursuant to the provisions of Granting Clause
V above, subject to the lien and operation of the Indenture, all or any part of
the Excepted Property as defined in the Granting Clauses of the Original
Indenture.
TO HAVE AND TO HOLD the Trust Estate (as defined in Paragraph A of
Section 1.06 of the Original Indenture) and all and singular the lands,
properties, estates, rights, franchises, privileges and appurtenances hereby
mortgaged, conveyed, pledged or assigned, or intended so to be, together with
all the appurtenances thereto appertaining, unto the Trustee and its successors
and assigns, forever:
SUBJECT, HOWEVER, to Permitted Encumbrances as defined in Paragraph G
of Section 1.07 of the Original Indenture; and, with respect to any property
which the Company may hereafter acquire, to all terms, conditions, agreements,
covenants, exceptions and reservations expressed or provided in the deeds or
other instruments, respectively, under and by virtue of which the Company shall
hereafter acquire the same and to any liens thereon existing, and to any liens
for unpaid portions of the purchase money placed thereon, at the time of such
acquisitions;
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate use,
benefit, security and protection of those who from time to time shall hold the
Bonds and coupons authenticated and delivered under the Indenture and duly
issued by the Company, without any discrimination, preference or priority of any
one Bond or coupon over any other by reason of priority in the time of issue,
sale or negotiation thereof or otherwise, except as provided in Section 10.02 of
the Original Indenture, so that, subject to said Section 10.02 of the Original
Indenture, each and all of said Bonds and coupons shall have the same right,
lien and privilege under the Original Indenture, as heretofore supplemented and
as supplemented by this Twenty-Fourth Supplemental Indenture, and shall be
equally secured thereby and hereby and shall have the same proportionate
interest and share in the Trust Estate, with the same effect as if all of the
Bonds and coupons had been issued, sold and negotiated simultaneously on the
date of the delivery hereof; and in trust for enforcing payment of the principal
of the Bonds and of the premium, if any, and interest thereon, according to the
tenor, purport and effect of the Bonds and coupons and of the Indenture, and for
enforcing the terms, provisions, covenants and stipulations in the Indenture and
in the Bonds set forth;
UPON CONDITION that, until the happening of an Event of Default (as
defined in Section 14.01 of the Original Indenture), the Company shall be
suffered and permitted to possess, use and enjoy the Trust Estate, except money,
securities and other personal property pledged or deposited with or required to
be pledged or deposited with the Trustee under the Indenture, and to receive and
use the rents, revenues, issues, earnings, income, products and profits
therefrom:
ARTICLE ONE
BONDS OF SERIES V AND CERTAIN PROVISIONS RELATING THERETO.
SECTION 1.01. Terms of Bonds of Series V. There shall be, and hereby
is, created a new series of Bonds, known as and entitled "First Mortgage Bonds,
Series V, due 2000" (herein referred to as the "Bonds of Series V"), and the
form thereof shall be substantially as hereinafter set forth in Section 1.02
hereof. The principal amount of the Bonds of Series V shall not be limited
except as provided in Section 2.01 of the Original Indenture (as amended by
Section 1.01 of the Thirteenth Supplemental Indenture dated as of July 1, 1974)
and except as may be provided in any indenture supplemental thereto. The
definitive Bonds of Series V shall be issued only as registered Bonds without
coupons of the denomination of $1,000 or any multiple thereof, and of such
respective amounts of each of said denominations as may be executed by the
Company and delivered to the Trustee for authentication and delivery.
The Bonds of Series V shall be registered in the name of Chemical Bank,
as Collateral Agent for the Lenders a party to the Credit Agreement among the
Company, the Lenders and Chemical Bank, as administrative agent and as
collateral agent for the Lenders (in such capacity, the "Collateral Agent").
The Bonds of Series V are to be issued to the Collateral Agent to
secure the payment when due of the Obligations (as defined in the Bond
Agreement), including, without limitation, the Loans (as defined in the Credit
Agreement).
The Bonds of Series V are to be dated November 3, 1995, are to be
issued in the aggregated principal amount of $30,000,000 and are to mature on
the Maturity Date (as defined in the Credit Agreement). The Bonds of Series V
shall bear interest of 0% per annum; provided, however, that in the event that
an Event of Default (as defined in the Credit Agreement and hereinafter defined
as a "Credit Agreement Default") shall have occurred and be continuing or shall
have resulted in an exercise of remedies pursuant to Section VII of the Credit
Agreement, the Bonds of Series V shall bear interest at a rate per annum equal
to the prime rate of Chemical Bank in effect from day to day plus two percent,
from the date ("Interest Accrual Date") of a Credit Agreement Default until (i)
that date as of which the Collateral Agent shall have informed the Company that
the Credit Agreement Default been cured, or (ii) in the event that the
Collateral Agent or any successor agent shall no longer be the registered owner
of the Bonds of Series V, the Maturity Date and thereafter until the principal
amount of the Bonds of Series V has been paid in full. Interest due on the Bonds
of Series V shall be payable on the 15th day of May and the 15th day of November
of each year commencing on the first interest payment date following an Interest
Accrual Date.
The obligation of the Company to make payments with respect to the
principal of and interest on the Bonds of Series V shall be, provided that the
Collateral Agent or any successor Collateral Agent shall be the registered owner
of the Bonds of Series V, fully satisfied and discharged to the extent that, at
any time that any such payment shall be due, the Company shall have paid fully
the then due principal of and interest on the Loans and no Credit Agreement
Default exists. Provided, however, to the fullest extent possible to secure the
principal and interest outstanding from time to time under the Credit Agreement,
the principal amount of the Bonds of Series V and interest thereon accruing from
time to time will remain outstanding to secure future advances under the Credit
Agreement.
The Trustee may conclusively presume that no payments with respect to
the principal of or interest on the Bonds of Series V are due unless and until
the Trustee shall have received a written certificate from the Collateral Agent
or successor Collateral Agent signed by an authorized officer of the Collateral
Agent or such successor Collateral Agent, certifying that a Credit Agreement
Default has occurred and is continuing and specifying the Interest Accrual Date
and such other matters, if any, as shall be pertinent to the payment of
principal of and/or interest on the Bonds of Series V. Thereafter, the Trustee
may conclusively presume that principal and interest payments on the Bonds of
Series V are due and payable in accordance with the terms of the Indenture,
unless and until the Trustee shall have received a certificate certifying the
date on which the Credit Agreement Default shall have been cured and that
payments with respect to principal of and interest on the Bonds of Series V are
no longer due and payable. The Trustee may rely and shall be fully protected in
acting upon any such certificate and shall have no duty with respect to the
matters specified in any such certificate other than to make it available for
inspection by the Company.
Upon the satisfaction of the conditions precedent contained in Section
9.17 of the Credit Agreement, the Bonds of Series V shall be surrendered to the
Company and the Company's obligations thereunder shall be discharged and deemed
satisfied; provided, however, that in the event that the Collateral Agent or any
successor Collateral Agent shall no longer be the registered owner of the Bonds
of Series V, this paragraph shall thereafter be of no force or effect.
The definitive Bonds of Series V may be issued in the form of Bonds
engraved, printed, lithographed on steel engraved borders or typed on safety
paper.
The person in whose name any Bond of Series V is registered at the
close of business on any record date (as hereinbelow defined) with respect to
any interest payment date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation of such Bond of
Series V upon any transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to the record date
and prior to such interest payment date, except that, if and to the extent that
the Company shall default in the payment of the interest due on such interest
payment date, then the registered holders of Bonds of Series V on such record
date shall have no further right to or claim in respect of such defaulted
interest as such registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest thereafter payable or paid
on any Bonds of Series V shall be the registered holders of such Bonds of Series
V on the record date for payment of such defaulted interest. The term "record
date" as used in this Section 1.01, and in the form of the Bonds of Series V,
with respect to any interest payment date applicable to the Bonds of Series V,
shall mean the May 1 next preceding a May 15 interest payment date or the
November 1 next preceding a November 15 interest payment date, as the case may
be (or the preceding business day if a holiday or other day on which the office
of the Trustee is closed), or such record date established for defaulted
interest as hereinafter provided.
In case of failure by the Company, to pay any interest when due, the
claim for such interest shall be deemed to have been transferred by transfer of
any Bond of Series V registered on the books of the Company and the Company, by
not less than 10 days' written notice to bondholders, may fix a subsequent
record date for determination of holders entitled to payment of such interest.
Such provision for establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee consequent on any
default.
Except as provided in this Section 1.01, every Bond of Series V shall
be dated as provided in Section 2.05 of the Original Indenture. However, so long
as there is no existing default in the payment of interest on the Bonds of
Series V, all Bonds of Series V authenticated by the Trustee between the record
date for any interest payment date and such interest payment date shall be dated
such interest payment date; provided, however, that if the Company shall default
in the interest due on such interest payment date, then any such Bond of Series
V shall bear interest from the May 15 or November 15, as the case may be, to
which interest has been paid, unless such interest payment date is May 15, 1996,
in which case from November 3, 1995.
Subject to the provisions of Section 2.11 of the Original Indenture,
all definitive Bonds of Series V, upon surrender at the principal office of the
Trustee, shall be exchangeable for other Bonds of Series V of a different
denomination or denominations, as requested by the holder surrendering the same.
The Company shall execute, and the Trustee shall authenticate and deliver, Bonds
of Series V whenever the same shall be required for any such exchange.
Notwithstanding the provisions of Section 2.11 of the Original
Indenture no charge shall be made for any exchange of Bonds of Series V for
other Bonds of Series V of different authorized denominations or for any
transfer of Bonds of Series V, except that the Company at its option may require
the payment of a sum sufficient to reimburse it for any stamp tax or other
governmental charge incident thereto.
The Trustee hereunder shall, by virtue of its office as such Trustee,
be a paying agent of the Company for the purpose of the payment of the principal
of and premium, if any, and interest on the Bonds of Series V and the registrar
and transfer agent of the Company for the purpose of registering and
transferring Bonds of Series V. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of Series V for a period of ten
days next preceding the mailing of notice of redemption of Bonds of Series V to
be redeemed and neither the Company nor the Trustee shall be required to make
transfers or exchanges of any Bonds of Series V designated in whole for
redemption or that part of any Bond of Series V designated in part for
redemption.
SECTION 1.02. Form of Bonds of Series V. The Bonds of Series
V shall be in substantially the following form:
[FORM OF BOND OF SERIES V]
No. V
TEXAS NEW-MEXICO POWER COMPANY
First Mortgage Bond, Series V, Due 2000
Due November 3, 2000
Texas-New Mexico Power Company, a Texas corporation (hereinafter called
the "Company"), for value received, hereby promises to pay to Chemical Bank, a
New York banking corporation, as agent under the Credit Agreement hereinafter
described, or registered assigns, Thirty Million Dollars ($30,000,000), on the
Maturity Date (as defined in the Credit Agreement hereinafter defined), and to
pay interest thereon as provided below. The principal of and interest on this
Bond are payable at the principal corporate trust office of Bank of America
Illinois, a banking corporation organized under the laws of Illinois (the
"Trustee"), or its successor in trust under the Indenture (as hereinafter
defined), in the City of Chicago, Illinois, in any coin or currency of the
United States of America which at the time of payment shall be legal tender for
payment of public and private debts.
The Bonds of Series V have been issued to Chemical Bank, as Collateral
Agent for the lenders (the "Lenders") party to the Credit Agreement (hereinafter
defined), to partially secure the payment when due of the Obligations (as
defined in that certain Bond Agreement dated November 3, 1995, by the Company in
favor of Chemical Bank as Collateral Agent for the Lenders), including, without
limitation, the Loans (as defined in the Credit Agreement) made by the Lenders,
which Loans were made pursuant to that certain Credit Agreement dated as of
November 3, 1995 (as amended, supplemented and otherwise modified and in effect
from time to time, the "Credit Agreement"), among the Company, the Lenders and
Chemical Bank, as Administrative Agent and as Collateral Agent for the Lenders
(the "Collateral Agent') which provides for a revolving credit facility (the
"Credit Facility").
This Bond shall bear interest of 0% per annum; provided, however, that
in the event that an Event of Default (as defined in the Credit Agreement and
hereinafter defined as a "Credit Agreement Default") shall have occurred and be
continuing or shall have resulted in an exercise of remedies pursuant to Section
VII of the Credit Agreement, this Bond shall bear interest at a rate per annum
equal to the prime rate of Chemical Bank in effect from day to day plus two
percent, from the date ("Interest Accrual Date"), of any such Credit Agreement
Default until (i) the date as of which the Collateral Agent shall have informed
the Company that the Credit Agreement Default has been cured (the "Cure Date")
or, (ii) in the event that the Collateral Agent or any successor agent shall no
longer be the registered owner of this Bond, the Maturity Date and thereafter
until the principal amount of this Bond has been paid in full. Interest due on
this Bond shall be payable on the 15th day of May and 15th day of November of
each year commencing on the first interest payment date following an Interest
Accrual Date and continuing through the Cure Date or Maturity Date, as
applicable.
The obligation of the Company to make payments with respect to the
principal of and interest on the Bonds of Series V shall be, provided that the
Collateral Agent or any successor Collateral Agent shall be the registered owner
of the Bonds of Series V, fully satisfied and discharged to the extent that, at
any time that any such payment shall be due, the Company shall have paid fully
the then due principal of and interest on the Loans and no Credit Agreement
Default exists. Provided, however, to the fullest extent possible to secure the
principal and interest outstanding on the amount of the Credit Facility
available from time to time under the Credit Agreement, the principal amount of
the Bonds of Series V and interest thereon accruing from time to time will
remain outstanding to secure future advances under the Credit Agreement.
The Trustee may conclusively presume that no payments with respect to
the principal of or interest on the Bonds of Series V are due unless and until
the Trustee shall have received a written certificate from the Collateral Agent
or successor agent signed by an authorized officer of the Collateral Agent or
such successor agent, certifying that a Credit Agreement Default has occurred
and is continuing and specifying the Interest Accrual Date and such other
matters, if any, as shall be pertinent to the payment of principal of and/or
interest on the Bonds of Series V. Thereafter, the Trustee may conclusively
presume that principal and interest payments on the Bonds of Series V are due
and payable in accordance with the terms of the Indenture unless and until the
Trustee shall have received a certificate, certifying the date on which the
Credit Agreement Default shall have been cured and that payments with respect to
principal of and interest on the Bonds of Series V are no longer due and
payable. The Trustee may rely and shall be fully protected in acting upon any
such certificate and shall have no duty with respect to the matters specified in
any such certificate other than to make it available for inspection by the
Company.
Upon the satisfaction of the conditions precedent contained in Section
9.17 of the Credit Agreement, this Bond shall be surrendered to the Company and
the Company's obligations hereunder shall be discharged and deemed satisfied;
provided, however, that in the event that the Collateral Agent or any successor
Collateral Agent shall no longer be the registered owner of this Bond, this
paragraph shall thereafter be of no force or effect.
The principal hereof and interest hereon shall be payable, in such coin
or currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, at the principal
office of the Trustee under the Indenture mentioned on the reverse hereof.
This Bond shall not become or be valid or obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee.
The provisions of this Bond are continued on the reverse hereof and
such continued provisions shall for all purposes have the same effect as though
fully set forth at this place.
IN WITNESS WHEREOF, TEXAS-NEW MEXICO POWER COMPANY has caused this Bond
to be executed in its corporate name by the manual or facsimile signature of its
President or one of its Vice Presidents and its corporate seal to be impressed
or imprinted hereon, attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries, and this Bond to be dated
TEXAS-NEW MEXICO POWER COMPANY,
By:\s\ Xxxxxx X. Xxxxx
President
Attest:
Secretary
(Seal)
[FORM OF REVERSE OF BOND OF SERIES V]
This Bond is one of an authorized issue of Bonds of the Company known
as its "First Mortgage Bonds," limited as provided in the Indenture hereinafter
mentioned, issued and to be issued in one or more series under, and all equally
and ratably secured (except as any sinking, amortization, improvement, renewal,
replacement or other analogous fund established under the Indenture hereinafter
mentioned, may afford additional security for the Bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust dated as of November 1,
1944, executed to City National Bank and Trust Company of Chicago, as to which
Continental Illinois National Bank and Trust Company of Chicago (which later
changed its name to Continental Bank, National Association, then to Continental
Bank, a banking corporation organized under the laws of Illinois, and then to
Bank of America Illinois, a banking corporation organized under the laws of
Illinois), was successor by merger, as Trustee, as supplemented by twenty-three
supplemental indentures thereto, including the Thirteenth, Fourteenth,
Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth,
Twenty-First, Twenty-Second and Twenty-Third Supplemental Indentures which also
modified the Original Indenture and the Twenty-Fourth Supplemental Indenture
dated as of November 3, 1995 (said Indenture of Mortgage and Deed of Trust, as
so supplemented and modified, being herein called the "Indenture"), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
description of the properties mortgaged and pledged, the nature and extent of
the security, the rights of the holders of the Bonds and the appurtenant coupons
and of the Trustee and of the Company in respect of such security, and the terms
and conditions upon which the Bonds are and are to be secured.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than seventy-five per cent
in principal amount of the Bonds (exclusive of Bonds disqualified by reason of
the Company's interest therein) at the time outstanding, including, if more than
one series of Bonds shall be at the time outstanding, not less than sixty per
cent in principal amount of each series affected, to execute supplemental
indentures amending the Indenture; provided, however, that no such supplemental
indenture shall extend the fixed maturity of this Bond or reduce the rate or
extend the time of payment of interest hereon or reduce the amount of the
principal hereof or reduce any premium payable on the redemption hereof, without
the consent of the holder hereof.
As provided in the Indenture, the Bonds are issuable in series which
may vary as in the Indenture provided or permitted. This Bond is one of a series
entitled "First Mortgage Bonds, Series V, due 2000" (hereinafter called the
"Bonds of Series V").
Bonds of this series may, upon surrender thereof at the principal
office of the Trustee, be exchanged for several Bonds of the same series for a
like aggregate principal amount in authorized denominations; and several Bonds
of this series, registered in the same name, may, upon surrender thereof at said
principal office of the Trustee, be exchanged for one Bond of the same series
for a like aggregate principal amount in an authorized denomination. This Bond
may be transferred at any time following the occurrence of a Credit Agreement
Default, at said principal office of the Trustee by surrendering this Bond for
cancellation, accompanied by a written instrument of transfer, in form approved
by the Company, duly executed by the registered owner hereof or by an attorney
duly authorized in writing, and thereupon the Company shall execute in the name
of the transferee or transferees, and the Trustee shall authenticate and
deliver, in exchange therefor a new Bond of the same series for a like aggregate
principal amount in authorized denominations. No charge shall be made for any
exchange of Bonds of this series for other Bonds of different authorized
denominations or for any transfer of this Bond, except that the Company at its
option may require the payment of a sum sufficient to reimburse it for any stamp
tax or other governmental charge incidental thereto.
The Company and the Trustee may deem and treat the person in whose name
this Bond shall be registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Bond shall be overdue; and all such payments shall be valid and effectual
to satisfy and discharge the liability upon this Bond to the extent of the sum
or sums so paid.
If either an event of default as defined in the Indenture or a Credit
Agreement Default shall occur, the principal of all the Bonds of Series V may
become or be declared due and payable upon the conditions and in the manner and
with the effect in the Indenture and Credit Agreement provided.
The Bonds of Series V are subject to redemption at any time prior to
their maturity, as a whole or from time to time in part, after the date on which
the Collateral Agent or any successor agent shall no longer be the registered
owner of this Bond, at the option of the Company and in the instances provided
in the Indenture with the proceeds of property subject to the lien thereof, upon
payment of the principal amount thereof together in any case with accrued
interest to the redemption date; upon notice given by first class mail, postage
prepaid, as provided in the Twenty-Fourth Supplemental Indenture to the holders
of record of each Bond affected not less than thirty days nor more than sixty
days prior to the redemption date and subject to all other conditions and
provisions of the Indenture.
If this Bond or any portion hereof (One Thousand Dollars or a multiple
thereof) be called for redemption and payment be duly provided therefor as
specified in the Indenture, interest shall cease to accrue on this Bond or such
portion hereof on the date fixed for such redemption.
Upon any partial redemption of this Bond, this Bond may, at the option
of the registered owner, be either (i) surrendered at said principal office of
the Trustee in exchange for one or more new Bonds of the same series (but only
in authorized denominations), for the principal amount of the unredeemed portion
of this Bond, or (ii) submitted at said principal office of the Trustee for
notation hereon of the payment of the portion of the principal hereof so called
for redemption.
The Twenty-Fourth Supplemental Indenture provides that in the event of
any default in payment of the interest due on any interest payment date, such
interest shall not be payable to the holder of the bond on the original record
date but shall be paid to the registered holder of such bond on the subsequent
record date established for payment of such defaulted interest.
No recourse shall be had for the payment of the principal of or the
interest on this Bond or for any claim based hereon or otherwise in respect
hereof or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty, or otherwise, all such liability being by the acceptance hereof and as
part of the consideration for the issue hereof expressly waived and released, as
provided in the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement of
the liability, if any, of any shareholder or any stockholder or subscriber to
capital stock upon or in respect of shares of capital stock not fully paid.
ARTICLE TWO
REDEMPTION PROVISIONS FOR BONDS OF SERIES V
SECTION 2.01 The Bonds of Series V shall be subject to redemption at
any time prior to maturity, as a whole or from time to time in part after the
date on which the Collateral Agent or any successor agent shall no longer be the
registered owner of the Bonds of Series V, together with interest accrued
thereon to the redemption date, upon no less than 30 days' nor more than 60
days' notice given in the manner provided in Article Eleven of the Original
Indenture. The place where Bonds of Series V shall be surrendered for payment of
the redemption price shall be the place at which the Bonds of Series V are
payable by their terms.
ARTICLE THREE.
AMOUNT OF BONDS OUTSTANDING
The aggregate principal amount of Bonds of the Company outstanding and
presently to be issued and outstanding under the provisions of, and secured by
the Indenture, will be $330,600,000 consisting of $9,600,000 principal amount of
First Mortgage Bonds, Series L, 10 1//2% due 2000, due March 1, 2000, now
outstanding; $8,200,000 principal amount of First Mortgage Bonds, Series M,
8.70% due 2006, due September 1, 2006, now outstanding; $62,400,000 principal
amount of First Mortgage Bonds, Series R, 10% due 2017, due July 1, 2017, now
outstanding; $19,600,000 principal amount of First Mortgage Bonds, Series S, 9
5/8% due 2019, due July 1, 2019, now outstanding; $100,800,000 principal amount
of First Mortgage Bonds, Series T, 11 1/4% due 1997, due January 15, 1997, now
outstanding; $100,000,000 principal amount of First Mortgage Bonds, Series U, 9
1/4% due 2000, due September 15, 2000, and $30,000,000 principal amount of First
Mortgage Bonds, Series V, due 2000, due November 3, 2000, to be issued pursuant
to Article Four of the Original Indenture upon the execution and delivery of
this Twenty-Fourth Supplemental Indenture.
Additional Bonds of Series M, R, S, T, U and V and of subsequent series
created after the execution and delivery of this Twenty-Fourth Supplemental
Indenture, may, from time to time, be authenticated, delivered and issued
pursuant to the terms of the Indenture.
ARTICLE FOUR.
ADDITIONAL COVENANTS OF COMPANY
The Company covenants and agrees with the Trustee, for the benefit of
the Trustee and all the present and future holders of the Bonds and of the
coupons, that the Company will pay the principal of, premium, if any, and
interest on all Bonds issued or to be issued and secured by the Indenture, as
well as all Bonds which may be hereafter issued in exchange or substitution
therefor, and will perform and fulfill all of the terms, covenants and
conditions of the Original Indenture, with respect to the additional Bonds to be
issued under the Indenture.
ARTICLE FIVE.
MISCELLANEOUS
This instrument is executed and shall be construed as an indenture
supplemental to the Original Indenture as heretofore supplemented and shall form
a part thereof, and the Original Indenture as heretofore supplemented is hereby
confirmed.
The recitals in this Twenty-Fourth Supplemental Indenture are made by
the Company only and not by the Trustee; and all of the provisions contained in
the Original Indenture in respect of the rights, privileges, immunities, powers
and duties of the Trustee shall be applicable in respect hereof as fully and
with like effect as if set forth herein in full.
Although this Twenty-Fourth Supplemental Indenture is dated for
convenience and for the purpose of reference as of November 3, 1995, the actual
date or dates of execution thereof by the Company and the Trustee are as
indicated by their respective acknowledgments hereto annexed.
In order to facilitate the recording or filing of this Twenty-Fourth
Supplemental Indenture, the same may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
ARTICLE SIX
FIRST
Electric Transmission Systems
All electric transmission lines acquired by the Company since the
execution and delivery of the Twenty-Third Supplemental Indenture, dated as of
September 15, 1993, to the Original Indenture, including towers, poles, pole
lines, wires, switch racks, switchboards, insulators and other appliances and
equipment and all other property forming a part thereof or pertaining thereto,
and all service lines extending therefrom; together with all real property,
rights of way, easements, permits, privileges, franchises and rights over or
relating to the construction, maintenance or operation thereof, through, over,
under, or upon any private property or in the public streets or highways within
as well as without the corporate limits of any municipal corporation including
without limitation, those situate as follows:
A. State of New Mexico
1. Grant County
(a) Install a 69 KV, gang operated air break
switch on the Bullfrog Substation tap off of
the MD#1 to Cobre Mine 69 KV line.
(b) Install a 69 KV metering position for Cobre
Mine. This includes CT's, PT's, metering
equipment, cabinet, and wood platform
structure.
(c) Purchase and install transfer trip scheme
equipment in the Turquoise Substation.
2. Xxxxxxx County
(a) Purchase and install a second 345-115 KV
auto-transformer at the Hidalgo Substation.
This includes the transformer pad and a
short section of 115 KV bus inside the
substation.
(b) Purchase and install transfer trip scheme
equipment in the Hidalgo Substation.
B. State of Texas
1. Bosque County
(a) Install concrete overhead guy pole for new
69 KV single pole transmission line out of
Xxxxxxx #2 69/22 KV Substation.
(b) Change out a 75' pole on 69 KV line from
Xxxxxxx to Meridian.
(c) Replace 10 poles in the 69 KV line from
Walnut Springs to Xxxxxxx.
2. Clay County
Install air flow spoilers on 16 spans of 69
KV line.
3. Xxxxxxx
Construct 2822' 69 KV single pole
transmission line - Xxxxxxx #2 69/22 KV
Substation.
4. Xxxxxx County
Install 69 KV air switch and pole for
Trenton transmission line.
5. La Marque
Replace static wire on 3 lines.
6. Lewisville
(a) Purchase and install three concrete poles
between Highlands and West Stations.
(b) Purchase 138 KV easement from E Systems from
Lakepointe to FM 3040.
(c) Purchase transmission easement from E
Systems for 138 KV line.
(d) Design, survey, and plan 138 KV transmission
line, Lakepointe and TI.
(e) Purchase material and construct 138 KV
transmission line, Lakepointe and TI
Substation.
7. Pecos County
Purchase and install arresters on the
Xxxxxxxxx 69 KV line. Replace 69 KV tangent
structures; replace crossarm assemblies on
existing single pole 69 KV tangent
structures; replace bolted type jumpers at
six-two pole 69 KV double deadend
structures; replace 69 KV switch structure
with a single pole 69 KV tangent structure.
8. Xxxxxx County
Purchase and install a 138 KV airbreak
switch at the Xxxxxxx Field Station.
9. Xxxxxxx County
Replace 69 KV tangent structures. Replace
crossarm assemblies on 69 KV tangent
structures; purchase and install arresters
at selected locations.
10. Texas City
(a) Purchase right-of-way 138-4A, 4B,
138-19 line.
(b) Replace static wire on 4 lines.
(c) Replace static wire -- line 69G.
(d) Build with metering and equipment,
interconnect UCC Cogen to Apache
Substation.
11. West Columbia
Purchase and install Digital Fault Record.
SECOND
Substations
All the substations and the switching stations acquired by the Company
since the execution and delivery of the Twenty-Third Supplemental Indenture,
dated as of September 15, 1993, to the Original Indenture for transforming,
distributing or otherwise regulating electric current at any of its plants,
together with all buildings, transformers, wires, insulators, appliances,
equipment and all other property, real or personal, forming a part of or
pertaining to or used, occupied or enjoyed in connection with any of such
substations and switching stations, including without limitation, those situate
as follows:
A. State of New Mexico
Silver City
Purchase and install bus differential relays
(Westinghouse type KAB) for a differential protection
scheme on the Silver City 69-12 KV Substation bus.
B. State of Texas
1. Bosque County
(a) Install conduit and wiring from TU fence to
control house in Walnut Springs 66 KV
Station.
(b) Build circuit getaway from OCR 22-820 out of
Xxxxxxx Substation.
(c) Purchase necessary equipment and convert
RV recloser to remote control at
Walnut Springs Substation.
2. Xxxxxxx
Replace 3750 KVA 66/22 KV transformer in
Xxxxxxx #2 66/22 KV Substation.
3. Collin County
Purchase and install SCADA RTU for Climax
Substation.
4. Xxxxxxx County
Install 1108' of pasture fence around
Xxxxxxx County Switching Station Site.
5. Xxxxxx County
Purchase and install 3750 KVA transformer
and fuses at Pilot Point Substation.
6. Erath County
Purchase and install new recording voltmeter
in Thurber 66/22/12.5 KV Substation.
7. Franklin County
Purchase and install SCADA RTU for Talco
West Substation.
8. Gatesville
(a) Purchase and install replacement
transformer cooling fan in
Gatesville #1 66/4 KV Substation.
(b) Purchase and install 69 KV 600A gas
circuit breaker in Xxxxxxx County
66 KV Station.
(c) Install three-300 KVAR Capacitor
banks in TDC - Hilltop 22/4 KV
Substation.
(d) Purchase necessary equipment to
install new conduit system from
control house to 69 KV breaker in
Xxxxxxx County Substation.
9. Xxxx Xxxx
Purchase and install replacement transformer
cooling fan in Xxxx Xxxx 66/4 KV Substation.
10. Xxxxxxxx
Purchase and install three transformer
cooling fans for Xxxxxxxx City 66/22 KV
Station.
11. Xxxxxxxx County
(a) Install two down guys on 69 KV line
between the Xxxxxxxx Co 66/22 KV
Station to Xxxxxxxx City #1 66/22 KV
Station.
(b) Purchase and install WVE recloser,
recloser bypass switches, and
necessary equipment to construct an
additional circuit out of Xxxxxxxx
County Substation.
(c) Purchase and install equipment
to convert two OCR's to remote
controlled in Xxxxxxxx County
Substation.
(d) Construct circuit getaway for
OCR 24-015 for Xxxxxxxx County
Substation.
12. Hill County
(a) Purchase and install two type WVE
OCR's in Hill County Substation.
(b) Install mini-RTU, wiring and
phone line for supervisory control
in Hill County Substation.
(c) Purchase and install steel fuse and
arresters support structure, three
SMD-2B fuses and three arresters in
Hill County Substation.
13. Xxxxx County
(a) Purchase and install SCADA RTU for
Deport Substation.
(b) Install CCW/CCVAR meter at Xxxxxx
Substation.
14. League City
(a) Finish building South Shore
substation.
(b) Purchased and installed equipment
-- 138/12.5 South Shore Harbour
purchased and installed 2nd
transformer.
(c) Upgrade Dispatch Center.
15. Xxxxxxx
Install metering on existing portable
substation transformer.
16. Lewisville
(a) Purchase and install 25/33/42/47
MVA 138-7.5 KV transformer with
arresters for Lewisville West
Station.
(b) Install 25/37/42 MVA 138-7.5 KV
transformer in north position at TI
Station.
(c) Purchase four 138 KV SF6 circuit
breakers for TI Substation.
(d) Purchase new remote interrogation
unit for SCADA operations.
(e) Purchase and install 2 SCADA RTU's
for TU Flower Mound POD's.
(f) Purchase and install 25/33/42 MVA
transformer and arresters at West
Station.
(g) Purchase and install 12.5 KV
200A, 41 switches, and bus in West
Station.
(h) Purchase and install two reverse
power relays for TI Substation.
(i) Replace failed PT at Lakepointe
Substation.
(j) Construct transformer foundation for
spare transformer at West
Substation.
(k) Purchase 25/37/42 MVA power trans-
former for TI Substation backup.
(l) Purchase and install relay panels
and gas breaker at TI Substation.
(m) Purchase and install relay panel at
Lakepointe Substation.
17. Montague County
Repair transmission line hit by tornado.
18. Pecos County
(a) Install RV Recloser in the Xxxxxxx
Substation.
(b) Install 7500 KVA 3 phase transformer
at Airport Substation.
19. Pecos
(a) Purchase and install SPS 69 KV 1200
AMP SF6 circuit breaker; install 3
each 69 KV arresters at Pecos Main
Substation.
(b) Purchase oil circuit recloser type
KWE-7, 14.4 KV 560a, 10 KA type ME4C
electronic control, a substation
mounting frame and additional
miscellaneous accessories for the
Pecos Main Substation.
(c) Rewind, transportation and handing
costs of Xxxxx-Xxxxxxxx 7500 KVA
66/12.5 KV substation transformer
for Airport Substation.
20. Red River County
Purchase and install SCADA RTU for Red River
Substation.
21. Xxxxxx County
(a) Purchase and install a 138 KV
airbreak switch on the Pecos side of
the IH20 to Wickett 69 KV line at
the Xxxxxxx Field Substation.
(b) Purchase oil circuit recloser, type
KWE 7, 14.4 KV, 465A 10KA, with type
ME4C electronic control. Purchase
oil circuit recloser substation
mounting frame and additional
miscellaneous accessories at the
Xxxxxxx Field Substation.
22. Trenton
Replace bank at Trenton Substation with
3750 KVA 69 KV transformer and 4 KV
regulators from Farmersville Station.
23. Xxxxxxx
(a) Install three 100 amp voltage
regulators in the Whitney 66/22 KV
Substation.
(b) Purchase and install WVE recloser for
Whitney 66/22 KV Substation.
24. Xxxx County
Purchase oil circuit recloser, substation
mounting frame and additional miscellaneous
accessories. Purchase and install oil
circuit recloser at Cochise Substation.
25. Young County
(a) Purchase and install transformer
cooling fan in Olney 69/12.5 KV
Substation.
(b) Purchase and install ABB reclosing
relay on OCR #1431 at Olney
Station.
THIRD
Franchises
All and singular, the corporate, federal, state, municipal and other
franchises, permits, consents, licenses, grants, immunities, privileges, and
rights acquired by the Company since the execution and delivery of the
Twenty-Third Supplemental Indenture dated as of September 15, 1993, to the
Original Indenture, and now held by the Company for the construction,
maintenance, and operation of electric light, heat, and power plants and
systems; for the construction, maintenance; as well as all franchises, grants,
immunities, privileges, and rights of the Company used or useful in the
operation of the Trust Estate, including all and singular the franchises,
grants, immunities, privileges, and rights of the Company granted by the
governing authorities of the cities and towns enumerated in the schedule below,
and by all other municipalities or political subdivisions, and all renewals,
extensions, and modifications of said franchises, grants, privileges, and
rights, or any of them, including:
A. State of New Mexico
Municipality Expiration Date
Xxxx Xxx County November 1, 2019
B. State of Texas
Municipality Expiration Date
Texas City Extended to March
31, 1999
IN WITNESS WHEREOF, TEXAS-NEW MEXICO POWER COMPANY has caused this
Twenty-Fourth Supplemental Indenture to be signed in its corporate name by its
President or a Vice President and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary, and, in token of its
acceptance of the trust created hereby, Bank of America Illinois, a banking
corporation organized under the laws of Illinois, has caused this Twenty-Fourth
Supplemental Indenture to be signed in its corporate name by one of its Vice
Presidents and its corporate seal to be hereunto affixed and attested by one of
its Trust Officers, all as of the day and year first above written.
TEXAS-NEW MEXICO POWER COMPANY,
(Corporate Seal) By:
X. X. Xxxxxx
Vice President
Attest:
X. Xxx Xxxxxx
Assistant Secretary
BANK OF AMERICA ILLINOIS,
banking corporation organized
under the laws of Illinois,
as Trustee
(CORPORATE SEAL)
By:
Xxxx X. Xxxxxx
Vice President
Attest:
Trust Officer
STATE OF TEXAS SS.
SS. ss.:
COUNTY OF TARRANT SS.
On this ____ day of November, 1995, before me, , Notary Public in and
for the County and State aforesaid, personally appeared X. X. Xxxxxx, to me
personally known, and known to me to be the person whose name is subscribed to
the foregoing instrument and known to me to be Vice President of TEXAS-NEW
MEXICO POWER COMPANY, a Texas corporation, who being by me duly sworn, did say
that he resides in Weatherford, Texas, that he is Vice President of said
TEXAS-NEW MEXICO POWER COMPANY and that the seal affixed to said instrument is
the corporate seal of said corporation, and that said instrument was signed and
sealed in behalf of said corporation by authority of its Board of Directors; and
said X. X. Xxxxxx acknowledged said instrument to be the free act and deed of
said corporation, and acknowledged to me that he executed said instrument for
the purposes and consideration therein expressed and as the act of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of November, 1995.
(NOTARIAL SEAL)
STATE OF ILLINOIS SS.
SS. ss.:
COUNTY OF XXXX XX.
On this ____ day of November, 1995, before me, , Notary Public in and
for the County and State aforesaid, personally appeared XXXX X. XXXXXX, to me
personally known, and known to me to be the person whose name is subscribed to
the foregoing instrument and known to me to be a Vice President of Bank of
America Illinois, a banking corporation organized under the laws of Illinois,
who, being by me duly sworn, did say that he resides in Chicago, Illinois; that
he is a Vice President of said Bank of America Illinois, and that the seal
affixed to said instrument is the corporate seal of said banking corporation,
and that said instrument was signed and sealed in behalf of said association by
authority of its Board of Directors; and said XXXX X. XXXXXX, acknowledged said
instrument to be the free act and deed of said association, and acknowledged to
me that he executed said instrument for the purposes and consideration therein
expressed and as the act of said association.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office this
____ day of November, 1995.
(NOTARIAL SEAL)
STATE OF TEXAS SS.
SS. ss.:
COUNTY OF TARRANT SS.
X. X. Xxxxxx, being duly sworn, deposes and says:
1. That he is Vice President of TEXAS-NEW MEXICO POWER COMPANY, a Texas
corporation, one of the corporations described in, and which executed the
foregoing instrument, and is one of the officers who executed the foregoing
instrument in behalf of TEXAS-NEW MEXICO POWER COMPANY.
2. That TEXAS-NEW MEXICO POWER COMPANY, one of the corporations which
executed the aforementioned instrument, is a corporation engaged in the States
of Texas and New Mexico in the generation, purchase, transmission, distribution
and sale of electricity to the public and, consequently, is a utility as
described in Section 35.01, Texas Business and Commerce Code, Revised Civil
Statutes of Texas.
Subscribed and sworn to before me this ____ day of November, 1995.
(NOTARIAL SEAL)
F-0050641.04
