, dated as of January 30, 1998 (the
""), by and between ENSERCH Corporation (the
"Company") and Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated ("Xxxxxxx Xxxxx").
WHEREAS, the Company will issue $125,000,000 aggregate
principal amount of Remarketed Reset Notes due January 1, 2008
(the "Notes"), such Notes to be issued under the Indenture (For
Unsecured Debt Securities) dated as of January 1, 1998, (the
"Indenture"), by and between the Company and The Bank of New
York, as trustee (the "Trustee"); and
WHEREAS, the Notes are to be initially offered to the public
through Xxxxxxx Xxxxx; and
WHEREAS, the Company has requested Xxxxxxx Xxxxx to act as
Remarketing Agent (as defined in Section 2(a) hereof) in
connection with the Notes, and as such to perform the services
described herein; and
WHEREAS, Xxxxxxx Xxxxx is willing to act as Remarketing
Agent in connection with the Notes, and as such to perform such
duties on the terms and conditions expressly set forth herein.
NOW, THEREFORE, for and in consideration of the covenants
herein made, and subject to the conditions herein set forth, the
parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used and not
-----------
defined in this Agreement shall have the respective meanings
assigned to them in the Notes or, if not therein stated, in the
Indenture or the Officer's Certificate establishing the Notes
(the "Officer's Certificate") or, if not therein stated, in the
attached Underwriting Agreement.
Section 2. Appointment and Obligations of Xxxxxxx Xxxxx.
--------------------------------------------
(a) The Company hereby appoints Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx
hereby accepts such appointment, as the exclusive remarketing
agent (the "Remarketing Agent") for the purpose of (x)
recommending to the Company the Spread for each Subsequent Spread
Period that, in the opinion of the Remarketing Agent, will enable
the Remarketing Agent to remarket, for delivery on the applicable
Tender Date, tendered Notes at 100% of the principal amount
thereof, (y) if the Company and the Remarketing Agent agree on
the Spread referred to in (x) above, entering into a supplement (each, a " Supplement")
with the Company, substantially in the form attached hereto as
Exhibit A, pursuant to which the Remarketing Agent will agree,
subject to the terms hereof and thereof, to use its best efforts
to remarket, at a price equal to 100% of the principal amount
thereof (the "Purchase Price"), the Notes tendered by the
beneficial owners thereof (the "Beneficial Owners") (each such
remarketing being hereinafter referred to as a "Remarketing"),
and (z) performing such other duties as are assigned to the
Remarketing Agent in this Agreement, the Notes, the Indenture
and/or the applicable Supplement.
The Remarketing Agent will make recommendations to the
Company prior to each Duration/Mode Determination Date as to
redemption provisions, the length of Interest Periods for the
Notes and whether the Notes should be in the Fixed Rate Mode or
the Floating Rate Mode.
If the Company and the Remarketing Agent do not agree on the
Spread for any Subsequent Spread Period, then the Company is
required unconditionally to repurchase and retire all of the
Notes on the applicable Tender Date at a price equal to 100% of
the principal amount thereof, together with accrued interest, if
any, to the Tender Date.
If the Company and the Remarketing Agent have entered into a
Supplement with respect to the applicable
Tender Date, except as otherwise provided in the next succeeding
paragraph, each Beneficial Owner may, at such Beneficial Owner's
option, upon giving notice as provided below ("Tender Notice"),
tender such Beneficial Owner's interest in such Note for
purchase, at the Purchase Price, by the Remarketing Agent on the
Tender Date with respect to a Subsequent Spread Period. The
Purchase Price will be paid by the Remarketing Agent in
accordance with the standard procedures of DTC, which currently
provide for payments in same-day funds. If such Beneficial Owner
has an account at the Remarketing Agent and tenders such
Beneficial Owner's interest in such Note through such account,
such Beneficial Owner will not be required to pay any fee or
commission to the Remarketing Agent.
In the case of a Floating Rate Spread Determination Date,
the Tender Notice must be received by the Remarketing Agent
during the period commencing on the first Business Day following
such Spread Determination Date and ending at 12:00 noon, New York
City time, on the fifth Business Day following such Spread
Determination Date. In the case of a Fixed Rate Spread
Determination Date, the Tender Notice must be received by the
Remarketing Agent during the period commencing at 12:00 noon, New
York City time, on such Spread Determination Date and ending at
12:00 noon, New York City time, on the first Business Day
following such Spread Determination Date. The term "Notice Date"
means, in either case, the time and date by which a Tender Notice
must be received by the Remarketing Agent. Except as otherwise
provided below, a Tender Notice shall be irrevocable. If a
Tender Notice is not received for any reason by the Remarketing
Agent with respect to any Note by the Notice Date, the beneficial
owner of such Note shall be deemed to have elected not to tender
such Note for purchase by the Remarketing Agent, and the interest
rate thereon will be reset automatically to the new applicable
interest rate on the Commencement Date for the next Subsequent
Spread Period.
The Remarketing Agent will attempt, on a best effort basis,
to remarket the tendered Notes at a price equal to 100% of the
aggregate principal amount so tendered. There is no assurance
that the Remarketing Agent will be able to remarket the entire
principal amount of Notes tendered in a Remarketing. The
Remarketing Agent shall also have the option, but not the
obligation, to purchase any tendered Notes at such price. If the
Remarketing Agent is unable to remarket some or all of the
tendered Notes and chooses not to purchase such tendered Notes,
the Company is obligated unconditionally to purchase and retire
on the Tender Date the remaining unsold tendered Notes at a price
equal to 100% of the principal amount thereof, together with
accrued interest, if any, to the applicable Tender Date.
No beneficial owner of any Note shall have any rights or
claims under this Agreement or any
Supplement or against the Company or the Remarketing Agent as a
result of the Remarketing Agent's not purchasing such Notes.
Section 3. Fees and Expenses. The obligations of the
-----------------
Company to pay to the Remarketing Agent on each Tender Date the
fees and expenses set forth in the applicable Supplement shall survive the termination of this
Agreement and remain in full force and effect until all such
payments shall have been made in full.
Section 4. Removal of the Remarketing Agent With
--------------------------------
respect to any Subsequent Spread Period, the Company may in its
absolute discretion remove the Remarketing Agent by giving notice
to the Remarketing Agent prior to 3:00 p.m., New York City time,
on the Duration/Mode Determination Date applicable thereto, such
removal to be effective upon the Company's appointment of a
successor Remarketing Agent. In such case, the Company will use
its best efforts to appoint a successor Remarketing Agent and
enter into a with such persons as soon as
reasonably practicable.
Section 5. Dealing in the Notes. Subject to its
--------------------
compliance with applicable laws and regulations, Xxxxxxx Xxxxx,
when acting as Remarketing Agent or in its individual or any
other capacity, may buy, sell, hold and deal in any of the Notes.
Xxxxxxx Xxxxx may exercise any vote or join in any action which
any Beneficial Owner of Notes may be entitled to exercise or take
with like effect as if it did not act in any capacity hereunder.
Xxxxxxx Xxxxx, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or
other transaction with the Company as freely as if it did not act
in any capacity hereunder. Likewise, Xxxxxxx Xxxxx or any
affiliate thereof may act as the "Reference Treasury Dealer" as
defined in the Company's Prospectus Supplement, dated January 28,
1998, relating to the Notes.
Section 6. Current Prospectus. If Xxxxxxx Xxxxx
------------------
determines, based on advice of counsel, that applicable law,
regulations or interpretations of the Securities and Exchange
Commission ("Commission") make it necessary or advisable to
deliver a current prospectus in connection with a Remarketing,
the Company shall furnish a current prospectus to be used by the
Remarketing Agent in such Remarketing in such numbers as the
Remarketing Agent shall reasonably request.
Section 7. Representations and Warranties by the
-------------------------------------
Company. The Company represents and warrants to Xxxxxxx Xxxxx,
-------
as of the date hereof, and as of each Tender Date, as follows:
(a) Financial Statements. The financial statements
--------------------
of the Company included in the Company's most recently filed
Annual Report on Form 10-K and Quarterly Reports on Form 10-
Q, if any (the "34 Act Documents"), together with the
related schedules and notes, as well as those financial
statements, schedules and notes of any other entity included
therein, if any, present fairly the financial position of
the Company and its consolidated subsidiaries, or such other
entity, as the case may be, at the dates indicated and the
statement of operations, stockholders' equity and cash flows
of the Company and its consolidated subsidiaries, or such
other entity, as the case may be, for the periods specified.
Such financial statements have been prepared in conformity
with generally accepted accounting principles ("GAAP")
applied on a consistent basis throughout the periods
involved, except as otherwise disclosed in such financial
statements or the notes thereto. The supporting schedules,
if any, included in the Company's 34 Act Documents present
fairly in accordance with GAAP the information required to
be stated therein. The selected financial data and the
summary financial information, if any, included in the
Company's 34 Act Documents present fairly the information
shown therein and have been compiled on a basis consistent
with that of the audited financial statements included in
the Company's 34 Act Documents. In addition, any pro forma
financial statements of the Company and its subsidiaries and
the related notes thereto included in the Company's 34 Act
Documents present fairly the information shown therein, have
been prepared in accordance with the Commission's rules and
guidelines with respect to pro forma financial statements
and have been properly compiled on the basis described
therein, and the assumptions used in the preparation thereof
are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and
circumstances referred to therein.
(b) No Material Adverse Change in Business. Since
--------------------------------------
the respective dates as of which information is given in the
Company's 34 Act Documents, except as otherwise stated
therein, there has been no material adverse change in the
financial condition, business, earnings, or principal
properties of the Company, whether or not arising in the
ordinary course of business.
(c) Authorization of This Agreement. This Agreement
-------------------------------
has been duly authorized, executed and delivered by the
Company and constitutes a valid and legally binding
obligation of the Company, enforceable against the Company
in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or
affecting creditors' rights generally or by general
equitable principles.
Section 8. Conditions to the Remarketing Agent's
-------------------------------------
Obligations. The obligations of the Remarketing Agent to
-----------
purchase and remarket the Notes shall be subject to the terms and
conditions hereof and of the applicable Remarketing Agreement
Supplement.
Section 9. Termination of This Agreement. Subject to
-----------------------------
Section 3 hereof relating to the payment of fees and expenses,
this Agreement shall terminate as to the Remarketing Agent on the
effective date of the removal of such Remarketing Agent pursuant
to Section 4 hereof.
Section 10. Remarketing Agent's Performance; Duty of
----------------------------------------
Care. The duties and obligations of the Remarketing Agent
----
hereunder shall be determined solely by the express provisions of
this Agreement, the Notes, the Indenture, the Officer's
Certificate and the applicable Remarketing Agreement Supplement.
Section 11. GOVERNING LAW. THIS AGREEMENT SHALL BE
-------------
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE.
Section 12. Term of This Agreement. Unless otherwise
----------------------
terminated in accordance with the provisions hereof, this
Agreement shall remain in full force and effect from the date
hereof until the first day thereafter on which no Notes are
outstanding.
Section 13. Successors and Assigns. The rights and
----------------------
obligations of the Company hereunder may not be assigned or
delegated to any other person without the prior written consent
of Xxxxxxx Xxxxx; the rights and obligations of Xxxxxxx Xxxxx
hereunder may not be assigned or delegated to any other person
without the prior written consent of the Company; and any attempt
by either party to do so will be unenforceable. This Agreement
shall inure to the benefit of and be binding upon the Company and
Xxxxxxx Xxxxx and their respective permitted successors and
assigns. The terms "successors" and "assigns" shall not include
any purchaser of any Notes merely because of such purchase.
Section 14. Headings. Section headings have been
--------
inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the
interpretation of any provisions of this Agreement.
Section 15. Severability. If any provision of this
------------
Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any
particular case in any or all jurisdictions because it conflicts
with any provision of any constitution, statute, rule or public
policy or for any other reason, such circumstances shall not have
the effect of rendering the provision in question invalid,
inoperative or unenforceable in any other case, circumstances or
jurisdiction, or of rendering any other provision or provisions
of this Agreement invalid, inoperative or unenforceable to any
extent whatsoever.
Section 16. Counterparts. This Agreement may be executed
------------
in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same
document.
Section 17. Amendments. This Agreement may be amended by
----------
any instrument in writing signed by each of the parties hereto.
Section 18. Notices. Unless otherwise specified, any
-------
notices, requests, consents or other communications given or made
hereunder or pursuant hereto shall be made in writing or
transmitted by any standard form of telecommunication or by
telephone and confirmed in writing. All written notices shall be
deemed to be validly given or made, if delivered by hand, when so
delivered, or if mailed, when mailed registered or certified
mail, return receipt requested and postage prepaid. All notices
by telecommunication (including telephone) shall be deemed to be
validly given or made when received. All such notices, requests,
consents or other communications shall be addressed as follows:
if to the Company, to 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000,
Attention: Treasurer; and if to Xxxxxxx Xxxxx, to Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx World
Headquarters, World Financial Center, Xxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, Attention: Debt Syndicate, or to such other
address as either of the above shall specify to the other in
writing.
Section 19. Benefit. Nothing in this Agreement, express
-------
or implied, is intended or shall be construed to confer upon or
give any person other than the parties hereto any remedy or claim
under or by reason of this Agreement or any term, covenant or
condition hereof, all of which shall be for the sole and
exclusive benefit of the parties.
IN WITNESS WHEREOF, each of the Company and Xxxxxxx Xxxxx
has caused this Agreement to be executed in its name and on its
behalf by one of its duly authorized officers as of the date
first above written.
ENSERCH CORPORATION
By: /s/ X.X. Xxxxxxxxx
---------------------------------
Name: X.X. Xxxxxxxxx
Title: Vice President
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxx
Title: Managing Director
EXHIBIT A
REMARKETING AGREEMENT SUPPLEMENT
Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated (the "Remarketing Agent") hereby agrees to purchase
the Notes described below (the "Notes") that have been tendered
by the holders thereof for sale on , (the
----------- -- ----
"Tender Date").
It is acknowledged and agreed that the Notes need not be
further registered under the Securities Act of 1933, as amended
(the "Act"), and that, in connection with the remarketing of the
Notes by the Remarketing Agent in accordance with the terms of
the Remarketing Agreement dated January 30, 1998 (the
"Remarketing Agreement"), no prospectus meeting the requirements
of Section 10 of the Act need be delivered, or filed pursuant to
Rule 424 under the Act.
It is understood that the Remarketing Agent will deliver to
purchasers and prospective purchasers, in connection with the
remarketing, one or more forms of written communication
describing the terms of the Notes (each, a "Remarketing
Memorandum"), the form of each of which shall be delivered to
ENSERCH Corporation (the "Company") not less than two Business
Days prior to its use and subject to the approval of the Company
prior to its use by the Remarketing Agent, which approval shall
not be unreasonably withheld or delayed.
The Remarketing Agent shall offer to purchase Notes, and
purchase validly tendered Notes on the Tender Date, in accordance
with all applicable laws and regulations and interpretations of
the Securities and Exchange Commission.
During the period commencing on the date hereof and
continuing to the relevant Tender Date, the Company agrees not to
issue, offer, sell, or contract to sell, in the market in which
the Notes are being remarketed, any securities of the Company
substantially similar to the Notes, without the prior written
consent of the Remarketing Agent.
The Company represents and warrants that this Agreement has
been duly authorized, executed and delivered by the Company.
The representations and warranties made pursuant to the
Remarketing Agreement; Section 10 of the attached Underwriting
Agreement (except that Section 10 is amended and supplemented to
allow termination of this Remarketing Agreement Supplement by the
Remarketing Agent if the Company's representations and warranties
herein and in the Remarketing Agreement are not accurate and
correct); paragraphs (e) and (g) of Section 7 of the attached
Underwriting Agreement (except that the first clause of paragraph
(e) shall read "Since the later of (i) the most recent dates as
of which information is given in the Registration Statement or
the Prospectus and (ii) the date of the most recent Remarketing
Agreement Supplement entered into by the Company and the
Remarketing Agent prior to the date hereof,"); and Section 11 of
the attached Underwriting Agreement are incorporated in their
entirety into this Agreement and made applicable to the
obligations of the Remarketing Agent to the extent applicable to
any remarketing of the Notes, except as such provisions are
explicitly amended hereby.
If the Remarketing Agent determines, based on advice of
counsel, that changes in applicable law, regulations or
interpretations of the Securities and Exchange Commission make it
necessary or advisable to deliver a current prospectus in
connection with this remarketing, the entirety of the attached
Underwriting Agreement (other than Sections 4 and 5) shall be
incorporated by reference into this Agreement and made applicable
hereto, except as explicitly amended hereby. For the purposes of
Section 9 of the attached Underwriting Agreement, the relative
benefits received by the Company on the one hand and the
Remarketing Agent on the other in connection with the remarketing
of the Notes pursuant to this Agreement and the Remarketing
Agreement shall be deemed to be in the same respective
proportions as the aggregate public offering price of the Notes
outstanding on the Tender Date bears to the remarketing fee
received by the Remarketing Agent pursuant to this Agreement.
To the extent the attached Underwriting Agreement is
applicable hereto, references therein to (i) the "Underwriter"
shall be deemed to refer to the Remarketing Agent, (ii) the "Debt
Securities" shall be deemed to refer to the Notes, (iii) "this
Agreement" shall be deemed to refer to this Agreement and the
Remarketing Agreement, and (iv) "Closing Date" shall be deemed
to refer to the Tender Date. To the extent the provisions of
such Underwriting Agreement refer to the "Prospectus" or the
"Registration Statement," such references shall be deemed to (i)
refer to any Remarketing Memorandum with respect to the Notes,
and any prospectus or registration statement that the Company is
required to prepare or file with respect to the Notes pursuant to
applicable law, regulations or interpretations of the Securities
and Exchange Commission in effect at the time of such remarketing
of the Notes, including all documents incorporated by reference
therein and (ii) refer to each such document as amended or
supplemented to the date hereof and the Tender Date. The term
"Incorporated Documents" in such Underwriting Agreement shall be
deemed to include those filed and incorporated through the date
hereof and the Tender Date. References to issuance and/or sale
of Debt Securities shall be deemed to refer to Remarketing of the
Notes. References in Section 9(b) to information furnished by
the Underwriter shall be deemed to refer to information provided
by the Remarketing Agent for use in the appropriate offering
documents.
All capitalized terms used and not defined in this Agreement
have the respective meanings assigned thereto in the Notes, or,
if not therein stated, in the Indenture or the Officers'
Certificate establishing the Notes or, if not therein stated, in
the attached Underwriting Agreement.
Company: ENSERCH Corporation
0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
Remarketing Agent and Xxxxxxx Xxxxx & Co.
Address: Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated
Xxxxxxx Xxxxx World
Headquarters
World Financial Center
Xxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Title of Notes: Remarketed Reset Notes due
January 1, 2008
Principal Amount of Notes
to be Purchased:
Title of Indenture: Indenture (For Unsecured Debt
Securities) dated as of January
1, 1998, by and between the
Company and the Trustee
Trustee: The Bank of New York
Current Ratings: Xxxxx'x Investors Service Inc.:
Standard & Poor's Corporation:
Duff & Xxxxxx, Inc.:
Certain Terms of the Notes:
Maturity: January 1, 2008
Spread Determination
Date:
Duration/Mode
Determination
Date:
Tender Notice Date:
Interest Reset Dates:
Tender Date:
Next Commencement Date:
New Interest Rate: As determined by application of
the provisions set forth in the
attached form of the Notes on
the LIBOR Determination Date or
the Fixed Rate Determination
Date, as applicable.
Spread:
Interest Payment Dates:
Subsequent Spread Period:
Redemption Provisions:
Beneficial Owner Tender As set forth in the attached
Provisions: Prospectus Supplement dated
January 28, 1998. In the event
that the Remarketing Agent
fails to purchase all Notes
validly tendered for purchase
on the Tender Date, then the
Remarketing Agent shall
promptly notify the Company and
the Trustee of such failure.
Company Purchase: In the event that (A) the
Remarketing Agent fails to
purchase all Notes validly
tendered for purchase on the
Tender Date for any reason, and
(B) the Company has not given
notice of redemption of all of
the Notes then outstanding in
accordance with the provisions
described in the attached form
of the Notes, then the Company
shall purchase (at a price
equal to 100% of the principal
amount thereof, together with
accrued interest to the Tender
Date) and retire all tendered
Notes not remarketed or
purchased by the Remarketing
Agent.
Legal Opinion: If required to be delivered
pursuant to this Remarketing
Agreement Supplement, the
opinions to be delivered
pursuant to Section 7(c) of the
attached Underwriting Agreement
shall be modified to add the
following opinions: "no action
based upon an adverse claim to
the Notes (or any interest
therein) may be asserted
against the Remarketing Agent
with respect to a security
entitlement to the Notes
transferred to the Remarketing
Agent by the prior owner
thereof as recorded on the
books of DTC provided that (i)
the security entitlement (as
defined in the Uniform
Commercial Code as in effect in
the State of New York (the
"UCC")) transferred is for an
authorized denomination of the
Notes; (ii) a single global
Note registered in the name of
CEDE & Co., a nominee of DTC,
has been duly authenticated by
theTrustee under the Indenture
and is being held by DTC or The
Bank of New York as custodian
for DTC; (iii) DTC is a
securities intermediary (as such
term is defined in the UCC) and
complies with the requirements of
the UCC applicable thereto; (iv)
the security intermediary's
jurisdiction (as such term is
defined in the UCC) is New
York; (v) DTC indicates by book
entry that the portion of the
Note corresponding to such
security entitlement has been
credited to the securities
account (as such term is
defined in the UCC) of the
Remarketing Agent and debited
from the securities account of
the prior owner; (vi) the
Remarketing Agent is thereafter
identified on the books of DTC
as the person having such
security entitlement against
DTC; (vii) the Remarketing
Agent purchased such
securities entitlement for
value (as such term is defined
in the UCC); (viii) the
Remarketing Agent purchased
such security entitlement
without notice of the adverse
claim (as such term is defined
in the UCC)." No opinion need
be given as to the effect of
any rule adopted by DTC
governing rights and
obligations among DTC and its
participants.
Form of Notes: Global certificate registered
in the name of the nominee,
which currently is CEDE & Co.,
of the depository of the Notes,
which is DTC. The beneficial
owners of the Notes
("Beneficial Owners") are not
entitled to receive definitive
certificates representing their
Notes, except under limited
circumstances. A Beneficial
Owner's ownership of a Note
currently is recorded on or
through the records of the
brokerage firm or other entity
that is a participant in DTC
and that maintains such
Beneficial Owner's account.
Purchase Price: 100% of the principal amount of
the Notes, together with
accrued interest. Payable to
DTC for the Beneficial Owners
of Tendered Notes.
Remarketing Fee: % of the principal amount
-----
of the Notes outstanding on
each Tender Date multiplied by
the number of years remaining
in the Stated Maturity.
Closing: Xxxx & Priest LLP, 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
at 10:00 a.m., New York time,
on the Tender Date.
The foregoing terms are hereby confirmed and agreed to as of this
day of , .
---- ----------- ----
ENSERCH CORPORATION
By:
---------------------------
Name:
Title:
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By:
----------------------------
Name:
Title:
