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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
---------------
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES AE
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES AF
AND
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES AG
-------------
DATED AS OF FEBRUARY 1, 1997
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
FIFTY-SEVENTH SUPPLEMENTAL INDENTURE
-------------------------
INDENTURE, dated as of February 1, 1997, 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 Fifty-seventh 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 ........... Xxxxx 0, 0000
Xxxxxx 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
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 January 31,
1997, 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
Amount Amount
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 81,305,000
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 51,525,000
9% Pollution Control Series G 12,000,000 12,000,000
9 7/8% Pollution Control Series H 112,000,000 28,765,000
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
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 300,000,000 280,855,000
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 150,000,000 150,000,000
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 175,000,000 175,000,000
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
5.85% Pollution Control Series
due May 1, 2022 33,465,000 33,465,000
Floating Rate Series due May 1, 1999 300,000,000 300,000,000
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
which bonds are also hereinafter sometimes called bonds of the
First through Ninety-first 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 three new 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
Fifty-seventh Supplemental Indenture, and the terms of the bonds of
the Ninety-second, Ninety-third and Ninety-fourth 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
Fifty-seventh 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 Fifty-seventh 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 Fifty-seventh 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 Fifty-seventh 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
NINETY-SECOND SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series AE" (herein sometimes referred to as the
"Ninety-second 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 Ninety-second Series shall mature on
February 1, 2032, shall not bear interest and shall be issued as
fully registered bonds in denominations of Two Hundred Fifty
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); the principal of 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 Ninety-second
Series shall be dated as in Section 2.03 of the Original Indenture
provided.
(I) The bonds of the Ninety-second Series shall be initially
issued in the aggregate principal amount of $57,500,000 to, and
registered in the name of, the trustee under the Trust Indenture,
dated as of February 1, 1997 (hereinafter sometimes called the
"1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx"), of the Brazos
River Authority (hereinafter sometimes called the "Brazos
Authority"), under which its Collateralized Pollution Control
Revenue Refunding Bonds (Texas Utilities Electric Company Project)
Series 1997A (hereinafter sometimes called the "Series 1997A Brazos
Revenue Bonds") are to be issued, in order to provide the benefit
of a lien to secure the obligation of the Company to make the
Installment Payments and Purchase Price payments pursuant to, and
as such terms are defined in, the Series 1997A Installment Sale and
Bond Amortization Agreement, dated as of February 1, 1997
(hereinafter sometimes called the "1997A Brazos Agreement"),
between the Brazos Authority and the Company.
The Company shall receive a credit against its obligation to
make any payment of the principal of the bonds of the Ninety-second
Series, whether at maturity, upon redemption or otherwise, in an
amount equal to 115% of the sum of (a) the amount, if any, on
deposit in the Debt Service Fund maintained under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx which reduces the corresponding
Installment Payment and (b) the amount, if any, paid by the Company
pursuant to Section 5.04 of the 1997A Brazos Agreement in respect
of the corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Ninety-second
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1997A Brazos Revenue Bonds
outstanding under the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx
shall become immediately due and payable pursuant to Section 6.02
of the 1997A, 1997B and 1997C Brazos Bond Indenture, upon the
occurrence of an Event of Default under Section 6.01(a) of the
1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, all bonds of the
Ninety-second Series, then Outstanding, shall be redeemed by the
Company, on the date such Series 1997A Brazos Revenue Bonds shall
have become immediately due and payable, at the principal amount
thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Ninety-second Series is required pursuant to the first
paragraph of this subsection (II) unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that Series
1997A Brazos Revenue Bonds have become immediately due and payable
pursuant to Section 6.02 of the 1997A, 1997B and 1997C Brazos Bond
Indenture, upon the occurrence of an Event of Default under Section
6.01(a) of the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx and
specifying the principal amount thereof. Said notice shall also
contain a waiver of notice of such redemption by the trustee under
the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, as the holder of
all bonds of the Ninety-second Series then Outstanding.
(III) The Company hereby waives its right to have any notice
of redemption pursuant to subsection (II) of this Section 1 state
that such notice is subject to the receipt of the redemption moneys
by the Trustee on or before the date fixed for redemption.
Notwithstanding the provisions of Section 12.02 of the Mortgage,
any such notice under such subsection shall not be conditional.
(IV) At the option of the registered owner, any bonds of the
Ninety-second 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.
Bonds of the Ninety-second Series shall not be transferrable
except to any successor trustee under the 1997A, 1997B and 0000X
Xxxxxx Xxxx Xxxxxxxxx, any such transfer to be made at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Ninety-second Series.
ARTICLE II
NINETY-THIRD SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated
"Pollution Control Series AF" (herein sometimes referred to as the
"Ninety-third 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 Ninety-third Series shall mature on
February 1, 2032, shall not bear interest and shall be issued as
fully registered bonds in denominations of Two Hundred Fifty
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); the principal of 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 Ninety-third
Series shall be dated as in Section 2.03 of the Original Indenture
provided.
(I) The bonds of the Ninety-third Series shall be initially
issued in the aggregate principal amount of $36,000,750 to, and
registered in the name of, the trustee under the 1997A, 1997B and
0000X Xxxxxx Xxxx Xxxxxxxxx, under which the Brazos Authority s
Collateralized Pollution Control Revenue Refunding Bonds (Texas
Utilities Electric Company Project) Series 1997B (hereinafter
sometimes called the "Series 1997B Brazos Revenue Bonds") are to be
issued, in order to provide the benefit of a lien to secure the
obligation of the Company to make the Installment Payments and
Purchase Price payments pursuant to, and as such terms are defined
in, the Series 1997B Installment Sale and Bond Amortization
Agreement, dated as of February 1, 1997 (hereinafter sometimes
called the "1997B Brazos Agreement"), between the Brazos Authority
and the Company.
The Company shall receive a credit against its obligation to
make any payment of the principal of the bonds of the Ninety-third
Series, whether at maturity, upon redemption or otherwise, in an
amount equal to 115% of the sum of (a) the amount, if any, on
deposit in the Debt Service Fund maintained under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx which reduces the corresponding
Installment Payment and (b) the amount, if any, paid by the Company
pursuant to Section 5.04 of the 1997B Brazos Agreement in respect
of the corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Ninety-third
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1997B Brazos Revenue Bonds
outstanding under the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx
shall become immediately due and payable pursuant to Section 6.02
of the 1997A, 1997B and 1997C Brazos Bond Indenture, upon the
occurrence of an Event of Default under Section 6.01(a) of the
1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, all bonds of the
Ninety-third Series, then Outstanding, shall be redeemed by the
Company, on the date such Series 1997B Brazos Revenue Bonds shall
have become immediately due and payable, at the principal amount
thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Ninety-third Series is required pursuant to the first
paragraph of this subsection (II) unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that Series
1997B Brazos Revenue Bonds have become immediately due and payable
pursuant to Section 6.02 of the 1997A, 1997B and 1997C Brazos Bond
Indenture, upon the occurrence of an Event of Default under Section
6.01(a) of the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx and
specifying the principal amount thereof. Said notice shall also
contain a waiver of notice of such redemption by the trustee under
the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, as the holder of
all bonds of the Ninety-third Series then Outstanding.
(III) The Company hereby waives its right to have any notice
of redemption pursuant to subsection (II) of this Section 2 state
that such notice is subject to the receipt of the redemption moneys
by the Trustee on or before the date fixed for redemption.
Notwithstanding the provisions of Section 12.02 of the Mortgage,
any such notice under such subsection shall not be conditional.
(IV) At the option of the registered owner, any bonds of the
Ninety-third 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.
Bonds of the Ninety-third Series shall not be transferrable
except to any successor trustee under the 1997A, 1997B and 0000X
Xxxxxx Xxxx Xxxxxxxxx, any such transfer to be made at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Ninety-third Series.
ARTICLE III
NINETY-FOURTH SERIES OF BONDS
SECTION 3. There shall be a series of bonds designated
"Pollution Control Series AG" (herein sometimes referred to as the
"Ninety-fourth 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 Ninety-fourth Series shall mature on
February 1, 2032, shall not bear interest and shall be issued as
fully registered bonds in denominations of Two Hundred Fifty
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); the principal of 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 Ninety-fourth
Series shall be dated as in Section 2.03 of the Original Indenture
provided.
(I) The bonds of the Ninety-fourth Series shall be initially
issued in the aggregate principal amount of $28,801,750 to, and
registered in the name of, the trustee under the 1997A, 1997B and
0000X Xxxxxx Xxxx Xxxxxxxxx, under which the Brazos Authority s
Collateralized Pollution Control Revenue Refunding Bonds (Texas
Utilities Electric Company Project) Series 1997C (hereinafter
sometimes called the "Series 1997C Brazos Revenue Bonds") are to be
issued, in order to provide the benefit of a lien to secure the
obligation of the Company to make the Installment Payments and
Purchase Price payments pursuant to, and as such terms are defined
in, the Series 1997C Installment Sale and Bond Amortization
Agreement, dated as of February 1, 1997 (hereinafter sometimes
called the "1997C Brazos Agreement"), between the Brazos Authority
and the Company.
The Company shall receive a credit against its obligation to
make any payment of the principal of the bonds of the Ninety-fourth
Series, whether at maturity, upon redemption or otherwise, in an
amount equal to 115% of the sum of (a) the amount, if any, on
deposit in the Debt Service Fund maintained under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx which reduces the corresponding
Installment Payment and (b) the amount, if any, paid by the Company
pursuant to Section 5.04 of the 0000X Xxxxxx Agreement in respect
of the corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Ninety-fourth
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1997C Brazos Revenue Bonds
outstanding under the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx
shall become immediately due and payable pursuant to Section 6.02
of the 1997A, 1997B and 1997C Brazos Bond Indenture, upon the
occurrence of an Event of Default under Section 6.01(a) of the
1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, all bonds of the
Ninety-fourth Series, then Outstanding, shall be redeemed by the
Company, on the date such Series 1997C Brazos Revenue Bonds shall
have become immediately due and payable, at the principal amount
thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Ninety-fourth Series is required pursuant to the first
paragraph of this subsection (II) unless and until it shall have
received a written notice from the trustee under the 1997A, 1997B
and 0000X Xxxxxx Xxxx Xxxxxxxxx, signed by the President, a Vice
President or a Trust Officer of such trustee, stating that Series
1997C Brazos Revenue Bonds have become immediately due and payable
pursuant to Section 6.02 of the 1997A, 1997B and 1997C Brazos Bond
Indenture, upon the occurrence of an Event of Default under Section
6.01(a) of the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx and
specifying the principal amount thereof. Said notice shall also
contain a waiver of notice of such redemption by the trustee under
the 1997A, 1997B and 0000X Xxxxxx Xxxx Xxxxxxxxx, as the holder of
all bonds of the Ninety-fourth Series then Outstanding.
(III) The Company hereby waives its right to have any notice
of redemption pursuant to subsection (II) of this Section 3 state
that such notice is subject to the receipt of the redemption moneys
by the Trustee on or before the date fixed for redemption.
Notwithstanding the provisions of Section 12.02 of the Mortgage,
any such notice under such subsection shall not be conditional.
(IV) At the option of the registered owner, any bonds of the
Ninety-fourth 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.
Bonds of the Ninety-fourth Series shall not be transferrable
except to any successor trustee under the 1997A, 1997B and 0000X
Xxxxxx Xxxx Xxxxxxxxx, any such transfer to be made at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for any
exchange or transfer of bonds of the Ninety-fourth Series.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4. Subject to the amendments provided for in this
Fifty-seventh Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this Fifty-seventh Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
SECTION 5. 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 Fifty-
seventh 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 Fifty-seventh 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 Fifty-seventh
Supplemental Indenture.
SECTION 6. Whenever in this Fifty-seventh 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
Fifty-seventh 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 7. Nothing in this Fifty-seventh 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 Fifty-seventh Supplemental Indenture or
any covenant, condition, stipulation, promise or agreement hereof,
and all the covenants, conditions, stipulations, promises and
agreements in this Fifty-seventh 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 8. This Fifty-seventh 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 /s/ XXX XXXXXX
---------------------------
XXX XXXXXX
Vice President
Attest:
/s/ XXXX X. XXXXX
---------------------- [CORPORATE SEAL]
XXXX X. XXXXX
Assistant Secretary
Executed, sealed and delivered by
TEXAS UTILITIES ELECTRIC COMPANY
in the presence of:
/s/ W. E. XXXXXXXXX
--------------------------
/s/ XXXXXX X. XXXXXX
--------------------------
THE BANK OF NEW YORK,
Trustee
By /s/ W. N. XXXXXX
----------------------
W. N. XXXXXX
Vice President
Attest:
/s/ XXXXXXX X. XXXXXXXXX
------------------------------- [CORPORATE SEAL]
XXXXXXX X. XXXXXXXXX
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
/s/ XXXXXXXX XXXXX
---------------------------
/s/ XXXXX X. XXXXXXX
---------------------------
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS )
Before me, a Notary Public in and for said State, on this day
personally appeared XXX XXXXXX, 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 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 4th day of
February, 1997.
[NOTARIAL SEAL] /s/ XXXXX X. XXXXX
-----------------------------
XXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires June 23, 0000
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State, on this day
personally appeared W.N. XXXXXX, 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 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 5th day of
February, 1997.
[NOTARIAL SEAL] /s/ XXXXXXX X. XXXXXXX
--------------------------------
XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate filed in New York
County
Commission Expires May 16, 1998
SUMMARY OF RECORDING DATA
Fifty-seventh Supplemental Indenture
Filed February 13, 1997
Office of the Secretary of the State of Texas,
Utility Security Instrument File No. 83-281286
