EXHIBIT 4(D)
TEXAS UTILITIES ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
(FORMERLY IRVING TRUST COMPANY)
TRUSTEE UNDER THE TEXAS UTILITIES
ELECTRIC COMPANY MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1983
__________________
______________ SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
[___% SERIES DUE ___________]
[DESIGNATED SECURED MEDIUM-TERM NOTES, SERIES ___]
__________________
DATED AS OF ___________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
________________ SUPPLEMENTAL INDENTURE
_________________________________
INDENTURE, dated as of ________________, between TEXAS
UTILITIES ELECTRIC COMPANY, a corporation of the State of Texas,
whose address is Energy Plaza, 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx
00000 (hereinafter sometimes called the Company), and THE BANK OF
NEW YORK (formerly Irving Trust Company), a corporation of the
State of New York, whose address is 000 Xxxxxxx Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (hereinafter sometimes called the Trustee),
Trustee under the Mortgage and Deed of Trust, dated as of
December 1, 1983 (hereinafter called the Original Indenture, the
Original Indenture and any and all indentures and instruments
supplemental thereto being hereinafter sometimes collectively
called the Mortgage), which Original Indenture was executed and
delivered by the Company to secure the payment of bonds issued or
to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is made, this Indenture
(hereinafter called the _____________ Supplemental Indenture)
being supplemental thereto;
WHEREAS, said Original Indenture was recorded or filed as
required in the State of Texas; and
WHEREAS, the Company executed and delivered to the Trustee
the following supplemental indentures:
DESIGNATION DATED AS OF
----------- -----------
First Supplemental Indenture . . . . . . April 1, 1984
Second Supplemental Indenture . . . . . . September 1, 1984
Third Supplemental Indenture . . . . . . April 1, 1985
Fourth Supplemental Indenture . . . . . . August 1, 1985
Fifth Supplemental Indenture . . . . . . September 1, 1985
Sixth Supplemental Indenture . . . . . . December 1, 1985
Seventh Supplemental Indenture . . . . . March 1, 1986
Eighth Supplemental Indenture . . . . . . May 1, 1986
Ninth Supplemental Indenture . . . . . . October 1, 1986
Tenth Supplemental Indenture . . . . . . December 1, 1986
Eleventh Supplemental Indenture . . . . . December 1, 1986
Twelfth Supplemental Indenture . . . . . February 1, 1987
Thirteenth Supplemental Indenture . . . . March 1, 1987
Fourteenth Supplemental Indenture . . . . April 1, 1987
Fifteenth Supplemental Indenture . . . . July 1, 1987
Sixteenth Supplemental Indenture . . . . September 1, 1987
Seventeenth Supplemental Indenture . . . October 1, 1987
Eighteenth Supplemental Indenture . . . . March 1, 1988
Nineteenth Supplemental Indenture . . . . May 1, 1988
DESIGNATION DATED AS OF
----------- -----------
Twentieth Supplemental Indenture . . . . September 1, 1988
Twenty-first Supplemental Indenture . . . November 1, 1988
Twenty-second Supplemental Indenture . . January 1, 1989
Twenty-third Supplemental Indenture . . . August 1, 1989
Twenty-fourth Supplemental Indenture . . November 1, 1989
Twenty-fifth Supplemental Indenture . . . December 1, 1989
Twenty-sixth Supplemental Indenture . . . February 1, 1990
Twenty-seventh Supplemental Indenture . . September 1, 1990
Twenty-eighth Supplemental Indenture . . October 1, 1990
Twenty-ninth Supplemental Indenture . . . October 1, 1990
Thirtieth Supplemental Indenture . . . . March 1, 1991
Thirty-first Supplemental Indenture . . . May 1, 1991
Thirty-second Supplemental Indenture . . July 1, 1991
Thirty-third Supplemental Indenture . . . February 1, 1992
Thirty-fourth Supplemental Indenture . . April 1, 1992
Thirty-fifth Supplemental Indenture . . . April 1, 1992
Thirty-sixth Supplemental Indenture . . . June 1, 1992
Thirty-seventh Supplemental Indenture . . June 1, 1992
Thirty-eighth Supplemental Indenture . . August 1, 1992
Thirty-ninth Supplemental Indenture . . . October 1, 1992
Fortieth Supplemental Indenture . . . . . November 1, 1992
Forty-first Supplemental Indenture . . . December 1, 1992
Forty-second Supplemental Indenture . . . March 1, 1993
Forty-third Supplemental Indenture . . . April 1, 1993
Forty-fourth Supplemental Indenture . . . April 1, 1993
Forty-fifth Supplemental Indenture . . . May 1, 1993
Forty-sixth Supplemental Indenture . . . July 1, 1993
Forty-seventh Supplemental Indenture . . October 1, 1993
Forty-eighth Supplemental Indenture . . . November 1, 1993
Forty-ninth Supplemental Indenture . . . May 1, 1994
Fiftieth Supplemental Indenture . . . . . May 1, 1994
Fifty-first Supplemental Indenture . . . August 1, 1994
Fifty-second Supplemental Indenture . . . April 1, 1995
Fifty-third Supplemental Indenture . . June 1, 1995
Fifty-fourth Supplemental Indenture . . October 1, 1995
Fifty-fifth Supplemental Indenture . . March 1, 1996
Fifty-sixth Supplemental Indenture . . September 1, 1996
Fifty-seventh Supplemental Indenture . February 1, 1997
Fifty-eighth Supplemental Indenture . . July 1, 1997
*
________________________
* Here will be inserted additional executed Supplemental
Indentures.
which supplemental indentures were or are to be recorded or filed
as required in the State of Texas; and
WHEREAS, by the Original Indenture, the Company covenanted
that it would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as may be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the Lien of the
Mortgage any property thereafter acquired and intended to be
subject to the Lien thereof; and
WHEREAS, in addition to the property described in the
Original Indenture, the Company has acquired certain other
property, rights and interests in property; and
WHEREAS, the Company has heretofore issued as of
________________, in accordance with the provisions of the
Original Indenture, as heretofore supplemented, the following
series of First Mortgage and Collateral Trust Bonds and First
Mortgage Bonds:
Principal Principal
Xxxxxx Xxxxxx
Series Issued Outstanding
------ ---------- -----------
12% Series due March 1, 1985 . . $ 1,000,000 $ None
13 5/8% Series due April 1, 2014 100,000,000 None
13 1/2% Series due September 1, 2014 150,000,000 None
12 7/8% Series due April 1, 2015 150,000,000 None
12% Series due August 1, 2015 . . 100,000,000 None
12% Series due September 1, 2015 75,000,000 None
11 1/8% Series due December 1, 2015 150,000,000 None
9 3/8% Series due March 1, 2016 . 200,000,000 None
9 3/4% Series due May 1, 2016 . . 200,000,000 None
7 3/4% Pollution Control Series C 70,000,000 None
8 1/4% Pollution Control Series D 200,000,000 None
9 1/2% Series due December 1, 2016 300,000,000 None
9 1/4% Series due February 1, 2017 250,000,000 None
7 7/8% Pollution Control Series E 100,000,000 None
10 1/2% Series due April 1, 2017 250,000,000 None
9 1/2% Series due July 1, 1997 . 150,000,000 None
10 1/2% Series due July 1, 2017 . 150,000,000 None
9% Pollution Control Series F . 55,000,000 None
9% Pollution Control Series G . 12,000,000 None
9 7/8% Pollution Control Series H 112,000,000 None
9 1/4% Pollution Control Series I 100,000,000 54,005,000
10 3/8% Series due May 1, 1998 . 150,000,000 None
11 3/8% Series due May 1, 2018 . 150,000,000 None
Secured Medium-Term Notes, Series A 300,000,000 30,000,000
10.44% Series due November 1, 2008 150,000,000 3,000,000
8 1/4% Pollution Control Series J 100,000,000 100,000,000
9 1/2% Series due August 1, 1999 200,000,000 200,000,000
10% Series due August 1, 2019 . . 100,000,000 None
Principal Principal
Xxxxxx Xxxxxx
Series Issued Outstanding
------ ---------- -----------
9 7/8% Series due November 1, 2019 150,000,000 None
Secured Medium-Term Notes, Series B 150,000,000 125,000,000
8 1/8% Pollution Control Series K 50,000,000 50,000,000
8 1/8% Pollution Control Series L 40,000,000 40,000,000
10 5/8% Series due September 1, 2020 250,000,000 None
Secured Medium-Term Notes, Series C 150,000,000 None
8 1/4% Pollution Control Series due
October 1, 2020 . . . . . . . . 11,000,000 11,000,000
7 7/8% Pollution Control Series due
March 1, 2021 . . . . . . . . . 100,000,000 100,000,000
9 3/4% Series due May 1, 2021 . . 300,000,000 275,855,000
0% Pollution Control Series M
due June 1, 2021 . . . . . . . 86,250,000 None
0% Pollution Control Series N due
June 1, 2021 . . . . . . . . . 57,500,000 None
0% Pollution Control Series O due
June 1, 2021 . . . . . . . . . 57,500,000 None
0% Pollution Control Series P due
June 1, 2021 . . . . . . . . . $115,000,000 $ 75,831,000
8 1/8% Series due February 1, 2002 150,000,000 150,000,000
8 7/8% Series due February 1, 2022 175,000,000 175,000,000
8 1/4% Series due April 1, 2004 . 100,000,000 100,000,000
9% Series due April 1, 2022 . . . 100,000,000 100,000,000
6 3/4% Pollution Control Series due
April 1, 2022 . . . . . . . . . 50,000,000 50,000,000
7 1/8% Series due June 1, 1997 . 150,000,000 None
8% Series due June 1, 2002 . . . 147,000,000 147,000,000
6 5/8% Pollution Control Series due
June 1, 2022 . . . . . . . . . 33,000,000 33,000,000
6 3/8% Series due August 1, 1997 175,000,000 None
7 3/8% Series due August 1, 2001 150,000,000 150,000,000
8 1/2% Series due August 1, 2024 175,000,000 163,000,000
6.70% Pollution Control Series due
October 1, 2022 . . . . . . . . 16,935,000 16,935,000
6.55% Pollution Control Series due
October 1, 2022 . . . . . . . . 40,000,000 40,000,000
7 3/8% Series due November 1, 1999 100,000,000 100,000,000
8 3/4% Series due November 1, 2023 200,000,000 195,550,000
6 1/2% Pollution Control Series due
December 1, 2027 . . . . . . . 46,660,000 46,660,000
6 3/4% Series due March 1, 2003 . 200,000,000 200,000,000
7 7/8% Series due March 1, 2023 . 300,000,000 300,000,000
6.05% Pollution Control Series due
April 1, 2025 . . . . . . . . . 90,000,000 90,000,000
6.10% Pollution Control Series due
April 1, 2028 . . . . . . . . . 50,000,000 50,000,000
5 7/8% Series due April 1, 1998 . 175,000,000 175,000,000
6 3/4% Series due April 1, 2003 . 100,000,000 100,000,000
7 7/8% Series due April 1, 2024 . 225,000,000 225,000,000
0% Pollution Control Series due
June 1, 2023 . . . . . . . . . 115,000,000 115,000,000
5 3/4% Series due July 1, 1998 . 150,000,000 150,000,000
6 3/4% Series due July 1, 2005 . 100,000,000 100,000,000
7 5/8% Series due July 1, 2025 . 250,000,000 250,000,000
5 1/2% Series due October 1, 1998 125,000,000 125,000,000
6 1/4% Series due October 1, 2004 125,000,000 125,000,000
7 3/8% Series due October 1, 2025 300,000,000 208,000,000
5 1/2% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 50,000,000 50,000,000
5.55% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 75,000,000 75,000,000
Principal Principal
Xxxxxx Xxxxxx
Series Issued Outstanding
------ --------- -----------
5.85% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 33,465,000 33,465,000
Floating Rate Series due
May 1, 1999 . . . . . . . . . . 300,000,000 None
Pollution Control Series Q due
May 1, 2029 . . . . . . . . . . 45,045,500 45,045,500
Pollution Control Series R due
May 1, 2029 . . . . . . . . . . 45,045,500 45,045,500
0% Series due 1994 . . . . . . . 1,013,831,000 None
Pollution Control Series S due
April 1, 2030 . . . . . . . . . 58,270,500 58,270,500
Pollution Control Series T due
April 1, 2030 . . . . . . . . . 18,400,000 18,400,000
Pollution Control Series U . . . 136,108,250 136,108,250
Pollution Control Series V . . . 136,108,250 136,108,250
Pollution Control Series W . . . 13,857,500 13,857,500
Pollution Control Series X . . . 21,246,250 21,246,250
Secured Medium-Term Notes,
Series D . . . . . . . . . . . 201,150,000 201,150,000
Pollution Control Series Y . . . 28,819,000 28,819,000
Pollution Control Series Z . . . 66,642,500 66,642,500
Pollution Control Series AA . . . 28,750,000 28,750,000
Pollution Control Series AB . . . 28,750,000 28,750,000
Pollution Control Series AC . . . 70,397,250 70,397,250
Pollution Control Series AD . . . 57,500,000 57,500,000
Pollution Control Series AE . . . 57,500,000 57,500,000
Pollution Control Series AF . . . 36,000,750 36,000,750
Pollution Control Series AG . . . 28,801,750 28,801,750
Pollution Control Series AH . . . 33,079,750 33,079,750
Pollution Control Series AI . . . 59,253,750 59,253,750
Pollution Control Series AJ . . . 13,800,000 13,800,000
*
_____________________
* Here will be inserted outstanding series.
which bonds are also hereinafter sometimes called bonds of the
First through ________________ Series, respectively; and
WHEREAS, Section 2.01 of the Original Indenture provides
that the form of each series of bonds (other than the First
Series) issued thereunder and of the coupons to be attached to
coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company, and that the form of such
series, as established by said Board of Directors, shall specify
the descriptive title of the bonds and various other terms
thereof, and may also have such omissions or modifications or
contain such provisions not prohibited by the provisions of the
Mortgage as the Board of Directors may, in its discretion, cause
to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued and/or
secured under the Mortgage; and
WHEREAS, Section 22.04 of the Original Indenture provides,
among other things, that any power, privilege or right expressly
or impliedly reserved to or in any way conferred upon the Company
by any provision of the Mortgage, whether such power, privilege
or right is in any way restricted or is unrestricted, may be in
whole or in part waived or surrendered or subjected to any
restriction if at the time unrestricted, or to additional
restriction if already restricted, and the Company may enter into
any further covenants, limitations, restrictions or provisions
for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained
therein, or in any supplemental indenture, or may establish the
terms and provisions of any series of bonds other than the First
Series, by an instrument in writing executed and acknowledged by
the Company in such manner as would be necessary to entitle a
conveyance of real estate to be recorded in all of the states in
which any property at the time subject to the Lien of the
Mortgage shall be situated; and
WHEREAS, the Company now desires to create ____ series of
bonds and to add to its covenants and agreements contained in the
Mortgage certain other covenants and agreements to be observed by
it and to alter and amend in certain respects the covenants and
provisions contained in the Mortgage; and
WHEREAS, the execution and delivery by the Company of this
_______________ Supplemental Indenture, and the terms of the
bonds of the ___________________ Series, hereinafter referred to,
have been duly authorized by the Board of Directors of the
Company by appropriate resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of Ten Dollars to
it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under the Mortgage, according to their tenor
and effect and the performance of all the provisions of the
Mortgage (including any instruments supplemental thereto and any
modification made as in the Mortgage provided) and of said bonds,
hath granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
and confirmed and granted a security interest in and by these
presents doth grant, bargain, sell, release, convey, assign,
transfer, mortgage, hypothecate, affect, pledge, set over and
confirm and grant a security interest in (subject, however, to
Excepted Encumbrances as defined in Section 1.06 of the Original
Indenture) unto The Bank of New York, Trustee under the Mortgage,
and to its successor or successors in said trust, and to said
Trustee and its successors and assigns forever, all properties of
the Company, real, personal and mixed, of the kind or nature
specifically mentioned in the Original Indenture, as heretofore
supplemented, or of any other kind or nature acquired by the
Company on or after the date of the execution and delivery of the
Original Indenture (except any herein or in the Original
Indenture expressly excepted), now owned or, subject to the
provisions of Section 18.03 of the Original Indenture, hereafter
acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same, the scope and intent of
the foregoing or of any general description contained in this
_______________ Supplemental Indenture) all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges,
rights of way and other rights in or relating to real estate or
the occupancy of the same; all power sites, flowage rights, water
rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams,
dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all telephone, radio and television systems, air-
conditioning systems and equipment incidental thereto, water
wheels, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, turbines,
electric, gas and other machines, prime movers, regulators,
meters, transformers, generators (including, but not limited to,
engine driven generators and turbo-generator units), motors,
electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes,
service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices,
underground conduits, underground conductors and devices, wires,
cables, tools, implements, apparatus, storage battery equipment,
and all other fixtures and personalty; all municipal and other
franchises, consents or permits; all lines for the transmission
and distribution of electric current, gas, steam heat or water
for any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith
and (except as herein or in the Original Indenture expressly
excepted) all the right, title and interest of the Company in and
to all other property of any kind or nature appertaining to
and/or used and/or occupied and/or enjoyed in connection with any
property hereinbefore or in the Original Indenture described.
TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 13.01 of
the Original Indenture) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property and franchises and every
part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 18.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof, except any herein or
in the Original Indenture expressly excepted, shall be and are as
fully granted and conveyed hereby and as fully embraced within
the Lien of the Original Indenture and the Lien hereof as if such
property, rights and franchises were now owned by the Company and
were specifically described herein and conveyed hereby.
PROVIDED that the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder, nor is a security
interest therein hereby or by the Original Indenture, as
heretofore supplemented, granted or intended to be granted, and
the same are hereby expressly excepted from the Lien and
operation of the Original Indenture, as heretofore supplemented,
and from the Lien and operation of this _________________
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds,
notes and other obligations and other securities not hereinbefore
or hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, apparatus, materials or supplies held for the purpose
of sale or other disposition in the usual course of business or
for the purpose of repairing or replacing (in whole or in part)
any rolling stock, buses, motor coaches, automobiles or other
vehicles or aircraft or boats, ships, or other vessels and any
fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; rolling stock,
buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all timber, minerals,
mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general
intangibles and choses in action, and all contracts, leases and
operating agreements not specifically pledged hereunder or under
the Mortgage or covenanted so to be; (4) the last day of the term
of any lease or leasehold which may hereafter become subject to
the Lien of the Mortgage; (5) electric energy, gas, water, steam,
ice, and other materials or products generated, manufactured,
produced, or purchased by the Company for sale, distribution or
use in the ordinary course of its business; (6) any natural gas
xxxxx or natural gas leases or natural gas transportation lines
or other works or property used primarily and principally in the
production of natural gas or its transportation, primarily for
the purpose of sale to natural gas customers or to a natural gas
distribution or pipeline company, up to the point of connection
with any distribution system; and (7) the Company's franchise to
be a corporation; provided, however, that the property and rights
expressly excepted from the Lien and operation of the Original
Indenture and this ________________ Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event and as of the date that
the Trustee or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XV of the Original Indenture by reason of the
occurrence of a Default.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed or in which a security interest has been granted by
the Company as aforesaid, or intended so to be (subject, however,
to Excepted Encumbrances as defined in Section 1.06 of the
Original Indenture), unto The Bank of New York, Trustee, and its
successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Original
Indenture, as heretofore supplemented, this ________________
Supplemental Indenture being supplemental to the Original
Indenture.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Original Indenture, as heretofore supplemented, shall
affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the
Company and the Trustee and the beneficiaries of the trust with
respect to said property, and to the Trustee and its successors
as Trustee of said property, in the same manner and with the same
effect as if said property had been owned by the Company at the
time of the execution of the Original Indenture, and had been
specifically and at length described in and conveyed to said
Trustee by the Original Indenture as a part of the property
therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustee and its successors in said trust under the Mortgage, as
follows:
ARTICLE I
______________ SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"____________" (herein sometimes referred to as the "___________
Series"), each of which shall also bear the descriptive title
"First Mortgage Bond", and the form thereof, which shall be
established in accordance with a Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the ___________ Series shall mature on
_________________, and shall be issued as fully registered bonds
in denominations of ______________ Dollars and, at the option of
the Company, in any multiple or multiples thereof (the exercise
of such option to be evidenced by the execution and delivery
thereof); they shall bear interest at the rate of ______% per
annum, payable semi-annually on ________ and ____________ of each
year commencing _______________; the principal of and interest on
each said bond to be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New
York, [or at the office or agency of the Company in the City of
Dallas, Texas, as the holder of any said bond may elect,] in such
coin or currency of the United States of America as at the time
of payment is legal tender for public and private debts. Bonds
of the ____________ Series shall be dated as in Section 2.03 of
the Original Indenture provided.
Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the
_____________ Series, all bonds of the ___________Series
authenticated by the Trustee after the Record Date hereinafter
specified for any interest payment date, and prior to such
interest payment date, shall be dated the date of authentication,
but shall bear interest from such interest payment date subject
to the provisions and exceptions of subdivision (I) of this
Section 1, and the person in whose name any bond of the
_____________________________ Series is registered at the close
of business on any Record Date 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 the _____________ Series, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to
such interest payment date, subject to the provisions and
exceptions of subdivision (I) of this Section 1. "Record Date"
for bonds of the _______________________ Series shall mean
___________ for interest payable _________________ and shall mean
___________________ for interest payable _____________________.
*[SECTION 1. There shall be a series of bonds designated "Secured
Medium-Term Notes, Series _________" (herein sometimes referred
to as the "_____________ Series"), each of which shall also bear
the descriptive title "First Mortgage Bond", and the form
thereof, which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the ____________ Series shall be issued as fully
registered bonds in denominations of One Thousand Dollars and, at
the option of the Company, in any multiple or multiples thereof
(the exercise of such option to be evidenced by the execution and
delivery thereof); each bond of the ____________ Series shall
mature on such date not less than ______________ nor more than
___________ from the date of issue, shall bear interest at such
rate or rates, payable semi-annually on ____________ and
___________ in each year and at maturity (each an interest
payment date), and have such other terms and provisions not
inconsistent with the Original Indenture as the Board of
Directors may determine in accordance with a Resolution filed
with the Trustee referring to this __________ Supplemental
Indenture; the principal of and interest on each said bond to be
payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts. Bonds of
the ____________ Series shall be dated as in Section 2.03 of the
Original Indenture provided.
Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the
__________________ Series, all bonds of the ________________
Series authenticated by the Trustee after the Record Date
hereinafter specified for any interest payment date, and prior to
such interest payment date (unless the Issue of Date hereinafter
specified is after such Record Date), shall be dated the date of
___________________
* These provisions will be inserted in lieu of the first two
paragraphs of Section 1 above in any supplemental indenture
relating to the issuance of First Mortgage Bonds which are
designated "Secured Medium-Term Notes, Series ___."
authentication, but shall bear interest from such interest
payment date subject to the provisions and exceptions of
subdivision (I) of this Section 1, and the person in whose name
any bond of the ________________ Series is registered at the
close of business on any Record Date 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 the ________________ Series, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to
such interest payment date, subject to the provisions and
exceptions of subdivision (I) of this Section 1. If the Issue
Date of the bonds of the ________________ Series of a designated
interest rate and maturity is after such Record Date, such bonds
shall bear interest from the Issue Date but payment of interest
shall commence on the second interest payment date succeeding
the Issue Date. "Record Date" for bonds of the _______________
Series shall mean ________________ for interest payable
____________ and ______________ for interest payable _________,
provided that, interest payable on the maturity date will be
payable to the person to whom the principal of the bonds shall be
payable. "Issue Date" with respect to bonds of the ___________
Series of a designated interest rate and maturity shall mean the
date of the first authentication of bonds of such designated
interest rate and maturity.]
*[The Company reserves the right to establish at any time by
Resolution of the Board of Directors of the Company a form of
coupon bond, and of appurtenant coupons, for the _______________
Series and to provide for exchangeability of such coupon bonds
with the bonds of the ______________ Series issued hereunder in
fully registered form and to make an appropriate provisions for
such purposes.]
(I) Any interest on any bond of the
__________________________ Series which is payable but is not
punctually paid or duly provided for, on any interest payment
date (herein called "Defaulted Interest"), shall forthwith cease
to be payable to the registered owner on the relevant Record Date
solely by virtue of such owner having been such owner; and such
Defaulted Interest may be paid by the Company, at its election in
each case, as provided in subsection A or B below:
A. The Company may elect to make payment of any
Defaulted Interest on the bonds of the _______________
Series to the persons in whose names such bonds are
registered at the close of business on a Special Record
Date (as hereinafter defined) for the payment of such
Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on
each bond of the ______________ Series and the date of the
proposed payment (which date shall be such as will enable
the Trustee to comply with the next sentence hereof) and at
the same time the Company shall deposit with the Trustee an
---------------------
* This paragraph will be omitted in any supplemental indenture
relating to the issuance of First Mortgage Bonds which are
designated "Secured Medium-Term Notes, Series ___."
amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the
persons entitled to such Defaulted Interest as in this
subsection provided and not to be deemed part of the
Mortgaged and Pledged Property. Thereupon the Trustee
shall fix a date (herein referred to as a "Special Record
Date") for the payment of such Defaulted Interest which
date shall be not more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage
prepaid, to each registered owner of a bond of the
_____________ Series at such owner's address as it appears
in the bond register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion in
the name and at the expense of the Company, cause a similar
notice to be published at least once in one Daily Newspaper
of general circulation in the Borough of Manhattan, The
City of New York, New York and in one Daily Newspaper of
general circulation in the City of Dallas, Texas, but such
publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose
names the bonds of the __________________ Series are
registered on such Special Record Date and shall no longer
be payable pursuant to the following subsection B.
B. The Company may make payment of any Defaulted
Interest on the bonds of the ____________ Series in any
other lawful manner not inconsistent with the requirements
of any securities exchange on which such bonds may be
listed and upon such notice as may be required by such
exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this
subsection, such payment shall be deemed practicable by the
Trustee.
Subject to the foregoing provisions of this Section, each
bond of the _______________ Series delivered under the Mortgage
upon transfer of or in exchange for or in lieu of any other bond
shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other bond and each such bond
shall bear interest from such date, that neither gain nor loss in
interest shall result from such transfer, exchange or
substitution.
*(II) Bonds of the ____________ Series shall be redeemable
either at the option of the Company or pursuant to the
requirements of the Mortgage (including, among other
requirements, the application of cash deposited with the Trustee
pursuant to the provisions of Section 9.14 of the Mortgage or
with Proceeds of Released Property), in whole at any time, or in
part from time to time, prior to maturity, upon notice, as
provided in Section 12.02 of the Original Indenture, mailed at
least thirty (30) days prior to the date fixed for redemption, at
the following redemption prices, expressed in percentages of the
principal amount of the bonds to be redeemed:
REDEMPTION PRICES
If redeemed during the 12 months period ending ____________,
in each case, together with accrued interest to the date fixed
for redemption; provided, however, that none of the bonds of the
____ Series shall be redeemed prior to __________, if such
redemption is for the purpose or in anticipation of refunding
such bond through the use, directly or indirectly, of funds
borrowed by the Company at an effective interest cost to the
Company (computed in accordance with generally accepted financial
practice) of less than ____% per annum.
**[(II) Each bond of the ____________ Series may be
redeemable either at the option of the Company or pursuant to the
requirements of the Mortgage (including, among other
requirements, the application of cash deposited with the Trustee
pursuant to the provisions of Section 9.14 of the Mortgage or
with Proceeds of Released Property), in whole at any time, or in
part from time to time, prior to maturity, upon notice, as
------------------
* These provisions will be changed if Bonds of the _____
Series are not subject to redemption or are subject to
redemption on terms different from those described in
this clause (II).
** This provision will be inserted in lieu of clause (II) of
Section 1 above in any supplemental indenture referring to
the issuance of First Mortgage Bonds which are designated
"Secured Medium-Term Notes, Series ___."
provided in Section 12.02 of the Original Indenture, mailed at
least thirty (30) days prior to the date fixed for redemption as
the Board of Directors may determine in accordance with a
Resolution filed with the Trustee referring to this ____
Supplemental Indenture.]
(III) At the option of the registered owner, any bonds of
the ___________ Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series
of other authorized denominations* [which have the same Issue
Date, maturity date, interest rate or rates, and redemption
provisions, if any].
Bonds of the ______________ Series shall be transferable,
upon the surrender thereof for cancellation, together with a
written instrument of transfer in form approved by the registrar
duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York.
Upon any exchange or transfer of bonds of the
______________ Series, the Company may make a charge therefor
sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 2.05 of the Original
Indenture, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds
of the _______________ Series.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 2. Subject to the amendments provided for in this
______________ Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this _______________ Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
**[SECTION 3. The holders of bonds of the _______________
Series consent that the Company may, but shall not be obligated
-----------------
* Bracketed language will be added in any supplemental
indenture relating to the issuance of First Mortgage Bonds which
are designated "Secured Medium-Term Notes, Series ___."
** Bracketed language will be added in any supplemental
indenture relating to the issuance of First Mortgage Bonds which
are designated "Secured Medium-Term Notes, Series ___."
to, fix a record date for the purpose of determining the holders
of bonds of the ________________ Series entitled to consent to
any amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.]
SECTION 3. The Trustee hereby accepts the trusts herein
declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions herein and in the Original
Indenture, as heretofore supplemented, set forth and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this ________________ Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made
by the Company solely. In general, each and every term and
condition contained in Article XIX of the Original Indenture
shall apply to and form part of this _________________
Supplemental Indenture with the same force and effect as if the
same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make
the same conform to the provisions of this ________________
Supplemental Indenture.
SECTION 4. Whenever in this _________________ Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVIII and XIX
of the Original Indenture, be deemed to include the successors
and assigns of such party, and all the covenants and agreements
in this __________________ Supplemental Indenture contained, by
or on behalf of the Company, or by or on behalf of the Trustee,
shall, subject as aforesaid, bind and inure to the respective
benefits of the respective successors and assigns of such
parties, whether so expressed or not.
SECTION 5. Nothing in this __________________ Supplemental
Indenture expressed or implied, is intended, or shall be
construed to confer upon, or to give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this __________________
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this __________________
Supplemental Indenture contained, by or on behalf of the Company,
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and coupons Outstanding
under the Mortgage.
SECTION 6. This __________________ Supplemental Indenture
shall be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, TEXAS UTILITIES ELECTRIC COMPANY has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its Chairman of the Board
and Chief Executive, President or one of its Vice Presidents, and
its corporate seal to be attested by its Secretary or one of its
Assistant Secretaries for and in its behalf, and THE BANK OF NEW
YORK has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to
be attested by one of its Assistant Vice Presidents, Assistant
Secretaries or Assistant Treasurers, all as of the day and year
first above written.
TEXAS UTILITIES ELECTRIC COMPANY
By______________________________________
[CORPORATE SEAL]
Attest:
______________________________
Executed, sealed and delivered by
TEXAS UTILITIES ELECTRIC COMPANY
in the presence of:
______________________________
______________________________
THE BANK OF NEW YORK, Trustee
By_______________________
[CORPORATE SEAL]
Attest:
_________________________
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
_________________________
_________________________
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS)
Before me, a Notary Public in and for said State, on this
day personally appeared
___________________, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be a
__________________ of TEXAS UTILITIES ELECTRIC COMPANY, a Texas
corporation, and acknowledged to me that said person executed
said instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this ____ day of
_________________.
[NOTARIAL SEAL] ______________________________
Notary Public, State of Texas
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State,
on this day personally appeared ___________________
known to me to be the person whose name is subscribed to
the foregoing instrument and known to me to be a
_________________ of THE BANK OF NEW YORK, a New York
corporation, and acknowledged to me that said person
executed said instrument for the purposes and
consideration therein expressed, and as the act of said
corporation.
Given under my hand and seal of office this ____
day of ___________________.
[NOTARY SEAL] _________________________
Notary Public, State of
New York
