<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________________
:
In the Matter of :
:
CENTRAL POWER AND LIGHT COMPANY : CERTIFICATE
:
File No. 70-8053 : OF
:
(Public Utility Holding Company Act of 1935) : NOTIFICATION
:
_______________________________________________:
Central Power and Light Company (the "Company") hereby
certifies that:
1. On May 10, 1994, the Company entered into an
Underwriting Agreement (the "Underwriting Agreement") with Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co.
Incorporated (the "Underwriters") for the negotiated sale of
$100,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, Series JJ, 7-1/2%, Due May 1, 1999 (the "New
Bonds").
2. On May 11, 1994, the Supplemental Indenture dated
May 1, 1994, between the Company and The First National Bank of
Chicago and R. D. Manella, as Trustees, was executed by the parties
thereto in the form filed herewith as Exhibit 10(a).
3. On May 18, 1994, the Company issued, sold and delivered
to the Underwriters the New Bonds at 99.19% of their principal
amount, being the price specified in the Underwriting Agreement.
<PAGE> 2
4. The above-described transactions have been carried out
in accordance with the terms and conditions of, and for the
purposes represented in, the Form U-1 Application-Declaration of
the Company in File No. 70-8053, and in accordance with the terms
and conditions of the Commission's order dated August 31, 1993,
permitting the Application-Declaration to become effective.
The following exhibits (in the final form thereof in which
executed, filed or used) are filed herewith:
Exhibit 4(d) - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to the
Company, dated May 20, 1994.
Exhibit 8(a) - Underwriting Agreement, dated May 10,
1994.
Exhibit 10(a) - Supplemental Indenture, dated May 1,
1994.
<PAGE> 3
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
DATED: May 20, 1994
CENTRAL POWER AND LIGHT COMPANY
BY: /s/ DAVID P. SARTIN
David P. Sartin
Controller
<PAGE> 1
INDEX TO EXHIBITS
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
4(d) Final or "past tense" opinion Electronic
of Milbank, Tweed, Hadley &
McCloy, counsel to the Company,
dated May 20, 1994.
8(a) Underwriting Agreement, dated Electronic
May 10, 1994.
10(a) Supplemental Indenture, dated Electronic
May 1, 1994.
<PAGE> 1
EXHIBIT 4(d)
------------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
May 20, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Central Power and Light Company
Certificate of Notification to Form U-1
Application-Declaration (File No. 70-8053)
Dear Sirs:
We refer to the Form U-1 Application-Declaration (File No.
70-8053) (the "Application-Declaration") under the Public Utility
Holding Company Act of 1935, as amended, and the Certificate of
Notification thereto, filed by Central Power and Light Company (the
"Company"), a Texas corporation and a wholly-owned electric utility
subsidiary of Central and South West Corporation ("CSW"), a
Delaware corporation and a registered holding company. The
Certificate of Notification relates to the issue and sale of
$100,000,000 aggregate principal amount of First Mortgage Bonds,
Series JJ, 7-1/2%, Due May 1, 1999, of the Company (the "Bonds"),
and delivery by the Company of a Supplemental Indenture, dated as
of May 1, 1994. In connection with the Application-Declaration and
the Certificate of Notification, we have acted as special counsel
for the Company and, as such counsel, we are familiar with the
corporate proceedings taken by the Company in connection with the
issue and sale of the Bonds as described in the Application-
Declaration and the Certificate of Notification.
We have examined originals, or copies certified to our
satisfaction, of such corporate records of the Company, certif-
icates of public officials, certificates of officers and repre-
sentatives of the Company and other documents as we have deemed it
necessary to require as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to
us as originals and the conformity with the originals of all
documents submitted to us as copies. As to various questions of
fact material to such opinions we have, when relevant facts were
not independently established, relied upon certificates by officers
of the Company and other appropriate persons and statements
contained in the Application-Declaration and the Certificate of
Notification.
<PAGE> 2
Based upon the foregoing, and having regard to legal
considerations which we deem relevant, we are of the opinion that:
1. The Company is validly organized and duly existing
under the laws of the State of Texas.
2. All state laws applicable to the issue and sale of the
Bonds as described in the Application-Declaration and the
Certificate of Notification, other than the state
securities or "blue sky" laws of various states as to
which we express no opinion, have been complied with.
3. The Bonds are valid and binding obligations of the
Company in accordance with their terms, subject as to the
enforceability of the indenture pursuant to which the
Bonds are to be issued, to (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws of
general applicability affecting the enforcement of
creditors' rights, and (b) the application of general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or
at law), including without limitation (i) the possible
unavailability of specific performance, injunctive relief
or any other equitable remedies and (ii) concepts of
materiality, reasonableness, good faith and fair dealing.
4. The issue and sale of the Bonds as described in the
Certificate of Notification did not violate the legal
rights of the holders of any securities issued by the
Company or any associate company of the Company.
5. The issue and sale of the Bonds as described in the
Certificate of Notification have been carried out in
accordance with the terms and conditions of the
Application-Declaration and the Certificate of
Notification.
In rendering the opinions hereinabove expressed, we have
relied upon opinions of other counsel to the Company who are
qualified to practice in jurisdictions pertaining to the
transactions described above in which we are not admitted to
practice. We do not express any opinion as to matters governed by
any laws other than the Federal laws of the United States of
America, the laws of the State of New York and, to the extent
hereinabove stated, the laws of other jurisdictions pertaining to
the transactions described above in reliance upon said opinions of
counsel to the Company.
<PAGE> 3
We hereby consent to the use of this opinion as an exhibit
to the Certificate of Notification.
Very truly yours,
/s/ MILBANK, TWEED, HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
RBW/GJF
<PAGE> 1
EXHIBIT 8(a)
------------
CENTRAL POWER AND LIGHT COMPANY
FIRST MORTGAGE BONDS
UNDERWRITING AGREEMENT
May 10, 1994
Central Power and Light Company
539 North Carancahua Street
Corpus Christi, Texas 78401-2802
Dear Sirs:
We (the "Managers") understand that Central Power and Light Company, a
Texas corporation (the "Company"), proposes to issue and sell $100,000,000
aggregate principal amount of its First Mortgage Bonds, Series JJ (the
"Offered Securities"). Subject to the terms and conditions set forth herein
or incorporated by reference herein, the Company hereby agrees to sell and
the underwriter or underwriters named in Schedule I hereto (such underwriter
or underwriters being herein called the "Underwriters") agree to purchase,
severally and not jointly, the principal amounts of such Offered Securities
set forth opposite their names in Schedule I hereto at 99.19% of their
principal amount plus accrued interest, if any, from May 18, 1994 to the
date of payment and delivery.
The Underwriters will pay for such Offered Securities at the offices of
Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New York, New York
10005 at 10:00 a.m., New York Time, on May 18, 1994 or at such other place
and time, not later than May 25, 1994, as shall be mutually agreed. The
Offered Securities shall be concurrently delivered to the Underwriters at
the offices of Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York,
New York.
The Offered Securities shall have the following terms:
Maturity: May 1, 1999
--------
Interest Rate: 7-1/2%
-------------
Mandatory and Optional
Sinking Fund Provisions: As described in the Prospectus and
----------------------- applicable Prospectus Supplement for
the Offered Securities
Optional Redemption Provisions: As described in the Prospectus and
------------------------------ applicable Prospectus Supplement for
the Offered Securities
Interest Payment Dates: May 1 and November 1, commencing
---------------------- November 1, 1994
<PAGE> 2
Address for Notices
to Managers under
Underwriting Agreement: Merrill, Lynch, Pierce, Fenner
---------------------- & Smith Incorporated
World Financial Center, North Tower
New York, NY 10281
Payment Method: Immediately available Federal funds
----------------------
All the provisions contained in the document entitled Central Power and
Light Company Underwriting Agreement Standard Provisions (Bonds-Shelf) dated
May 10, 1994, a copy of which you and we have previously received, are
herein incorporated by reference in their entirety and shall be deemed to be
a part of this Underwriting Agreement to the same extent as if such
provisions had been set forth in full herein. References herein and therein
to numbered sections of the Underwriting Agreement shall mean the numbered
sections of such Standard Provisions.
Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below and
returning the signed copy to us. This Underwriting Agreement may be signed
in any number of counterparts with the same effect as if the signature
thereto and hereto were upon the same instrument. It is understood that our
acceptance of this agreement on behalf of each of the Underwriters is or
will be pursuant to the authority set forth in a form of Agreement Among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By:___________________________
Title:________________________
(Acting severally on behalf of
themselves and the several
Underwriters named in Schedule I
hereto)
Accepted:
CENTRAL POWER AND LIGHT COMPANY
By:_______________________________
<PAGE> 3
Schedule I
----------
Principal
Amount of
Underwriters New Bonds
------------ ---------
Merrill Lynch, Pierce, Fenner
& Smith Incorporated $ 50,000,000
Morgan Stanley & Co.
Incorporated 50,000,000
------------
Total $100,000,000
============
<PAGE> 4
CENTRAL POWER AND LIGHT COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (BONDS-SHELF)
Dated May 10, 1994
From time to time Central Power and Light Company, a Texas corporation
(the "Company"), may enter into one or more underwriting agreements that
provide for the sale of designated securities to the several underwriters
named therein. The standard provisions set forth herein may be incorporated
by reference in any such underwriting agreement and any such underwriting
agreement, including the provisions incorporated therein by reference, is
herein referred to as the "Underwriting Agreement".
The Company proposes to issue the series of First Mortgage Bonds
specified in the Underwriting Agreement (the "Offered Securities") pursuant to
the provisions of its Indenture dated November 1, 1943, as supplemented and as
the same may from time to time be amended or supplemented (the "Indenture"),
to The First National Bank of Chicago and R.D. Manella, as Trustees. The
Offered Securities will have the terms and rights, including the maturity,
rate and times of payment of interest, selling price and redemption terms, as
set forth in the Underwriting Agreement and Prospectus (as hereinafter
defined). The Underwriting Agreement shall be in the form of an executed
writing (which may be in counterparts) and may be evidenced by an exchange of
telegraphic communications or any other rapid transmission device designed to
produce a written record of communications transmitted.
1. Representations and Warranties of the Company.
(a) The Company has filed with the Securities and Exchange Commission
(the "Commission") registration statements on Form S-3 (File Nos. 33-48995 and
33-49577), including a prospectus, relating to the Offered Securities, and the
offering thereof from time to time in accordance with Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), and such
registration statements have become effective. The Company has prepared or
will promptly prepare for filing with, or transmission for filing to, the
Commission, pursuant to Rule 424 under the Securities Act, a Prospectus
Supplement (the "Supplement") for the purpose of supplying information in
respect of the public offering of the Offered Securities, the names of the
underwriter or group of underwriters and other matters. Said registration
statements, as amended at the respective times they became effective,
including the information contained in the final prospectus filed with the
Commission pursuant to Rule 424(b) of the Securities Act, and the prospectus,
as supplemented by the Supplement, relating to the Offered Securities in final
form as filed with the Commission pursuant to Rule 424 under the Securities
Act are hereinafter called the "Registration Statements" and the "Prospectus",
respectively. The term "Basic Prospectus" means the prospectus included in
Registration Statement No. 33-49577, which pursuant to Rule 429 under the
Securities Act covers $35,000,000 of the Company's First Mortgage Bonds
previously registered and unissued under the Company's registration statement
on Form S-3 (File No. 33-48995). The term "preliminary prospectus" means a
preliminary prospectus supplement, if any, relating to the Offered Securities
together with the Basic Prospectus. Whenever the word "Registration
Statements", "registration statements", "Prospectus", "preliminary prospectus"
or "prospectus" is used herein it shall be deemed to include all documents
incorporated therein by reference pursuant to the requirements of Form S-3
under the Securities Act (the "Incorporated Documents").
<PAGE> 5
(b) The Commission has entered an order dated August 31, 1993, under the
Public Utility Holding Company Act of 1935, as amended (the "Holding Company
Act"), permitting to become effective the Form U-1 Application-Declaration
filed by the Company with respect to the issue and sale of the Offered
Securities. A copy of such order heretofore entered by the Commission has
been or will be delivered to the Underwriters.
(c) Except as otherwise contemplated herein, no approval, authorization,
consent, certificate or order of any State commission or regulatory authority
is necessary with respect to the issuance or the sale of the Offered
Securities by the Company.
(d) The Basic Prospectus filed as a part of the registration statement
relating to the Offered Securities as originally filed, or as a part of any
amendment thereto, any preliminary prospectus at the time of its issuance, and
the Registration Statements and the Prospectus and any amendment or supplement
to the Registration Statements or the Prospectus as of their effective or
issue dates, and as of the Closing Date (as hereinafter defined), complied or
will comply, in each case in all material respects, with the provisions of the
Securities Act and the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the rules and regulations of the Commission under said
Acts, and neither the Registration Statements nor any amendment thereto
contains or will contain an untrue statement of a material fact or omits or
will omit to state a material fact required to be stated therein or necessary
in order to make the statements therein not misleading and the Basic
Prospectus, any preliminary prospectus, the Prospectus or any amendment or
supplement thereto does not include and will not include an untrue statement
of a material fact and does not omit and will not omit to state a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made not misleading;
provided that the foregoing representations and warranties in this subsection
(d) shall not apply to omissions from the Registration Statements or
Prospectus resulting from the failure of any of the Underwriters to furnish
the Company with the information pertaining to such Underwriters and the
underwriting of the Offered Securities required to complete the Registration
Statements or the Prospectus, to statements in the Form T-1 or Form T-2 filed
by the Trustees as exhibits to the Registration Statements or to statements in
or omissions from the Prospectus made in reliance upon and in conformity with
information furnished in writing to the Company by any of the Underwriters for
use in connection with the preparation of the Prospectus. The Incorporated
Documents that were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), complied at their respective times of filing,
and any documents deemed to be incorporated in the Registration Statements and
Prospectus at all times during which a prospectus is required to be delivered
under the Securities Act will comply at their respective times of filing, with
the provisions of the Exchange Act and the rules and regulations of the
Commission thereunder.
(e) Except as the Company may have furnished supplemental information to
each prospective Underwriter or to the Managers prior to the receipt of
proposals to purchase the Offered Securities as to matters to be reflected in
the Prospectus, since the respective dates as of which information is given in
the Registration Statements and in the Prospectus, there has been no (A)
material adverse change in the condition, financial or otherwise, or in the
earnings of the Company, or (B) adverse development concerning the Company's
business or assets which would result in a material adverse change in its
<PAGE> 6
prospective financial condition or results of operations, except such changes
as are set forth or contemplated in such Registration Statements (including
the financial statements and notes thereto included or incorporated by
reference in the Registration Statements) or the Prospectus.
(f) The Indenture adequately describes all or substantially all the
permanent fixed properties now owned by the Company, except certain property
excepted from the lien of the Indenture and property of the character
expressly excluded from such lien by the terms of the Indenture, and except
any property constructed or acquired by the Company subsequent to the date of
execution of the Supplemental Indenture creating and providing for the
issuance of the Offered Securities.
(g) At or prior to the acceptance by the Company of a proposal for the
purchase of the Offered Securities, the Company will have taken all corporate
action necessary to be taken by it to authorize the acceptance of such
proposal and, at or before the Closing Date, will have taken all corporate
action necessary to be taken by it to authorize the performance by it of all
obligations on its part to be performed under the Underwriting Agreement; and
the consummation of the transactions contemplated in, and the fulfillment of
the terms of, the Underwriting Agreement will not result in a breach of any of
the terms and provisions of, or constitute a default under, any indenture,
mortgage, deed of trust or other agreement or instrument to which the Company
is a party at the Closing Date, or the Restated Articles of Incorporation of
the Company, as amended, or any order, rule or regulation applicable to the
Company of any court or of any state or Federal regulatory body or
administrative agency having jurisdiction over the Company or over its
property.
(h) Arthur Andersen & Co. are independent accountants with respect to
the Company as required by the Securities Act and the applicable rules and
regulations thereunder.
2. Purchase, Sale and Delivery of Offered Securities.
The Company is advised by the Managers that the Underwriters propose to
make a public offering of their respective portions of the Offered Securities
as soon after the Underwriting Agreement is entered into as in the Managers'
judgment is advisable. The terms of the public offering of the Offered
Securities are or will be set forth in the Prospectus.
Payment for the Offered Securities shall be made by certified or official
bank check or checks payable to the Company or its order in immediately
available Federal funds (unless the Underwriting Agreement shall otherwise
specify) at the time and place set forth in the Underwriting Agreement upon
delivery to the Managers for the respective accounts of the several
Underwriters of the Offered Securities registered in such names and in such
denominations as the Managers shall request in writing not less than two full
business days prior to the date of delivery. The Company agrees to have the
Offered Securities available for inspection, checking and packaging by the
Managers at the location indicated in the Underwriting Agreement not later
than 1:00 P.M. on the business day next prior to the Closing Date. The time
and date of such payment and delivery with respect to the Offered Securities
are herein referred to as the "Closing Date".
<PAGE> 7
3. Covenants of the Company.
The Company covenants and agrees with each of the Underwriters that:
(a) As soon as practicable after the acceptance of a proposal to
purchase the Offered Securities, the Company will file the Supplement with the
Commission pursuant to Rule 424(b) of the Securities Act. The Company will
not file at any time prior to the Closing Date any other amendment to either
of the Registration Statements or any supplement to the Prospectus, or any
other amended prospectus or any document that upon the filing thereof would
become an Incorporated Document of which Sidley & Austin ("Underwriters'
Counsel") shall not previously have been advised and furnished with a copy or
to which the Managers shall reasonably object in writing.
(b) The Company will advise the Managers immediately, and confirm such
advice promptly in writing, of the effectiveness of any amendment to either of
the Registration Statements.
(c) The Company will notify promptly each of the Underwriters in the
event of the issuance by the Commission of any stop order suspending the
effectiveness of either of the Registration Statements or in the event of the
institution or notice of intended institution by the Commission of any action
or proceeding for that purpose. In the event the Commission shall enter a
stop order suspending the effectiveness of either of the Registration
Statements, whether before or after the Offered Securities have been delivered
to the Managers or the Underwriters and paid for as provided in the
Underwriting Agreement, the Company will make every reasonable effort to
obtain, as promptly as possible, the entry by the Commission of an order
setting aside any such stop order or otherwise reinstating the effectiveness
of either (or both) of the Registration Statements.
(d) The Company will deliver to the Managers, on or before the Closing
Date, one signed copy of each of the Registration Statements as originally
filed and of each amendment thereto (in each case including all exhibits
thereto, other than exhibits incorporated by reference), and will also deliver
to the Managers, for distribution to the Underwriters, a sufficient number of
conformed copies of each of the foregoing (but without exhibits) so that one
copy of each may be distributed to each of the Underwriters. The Company will
also send to the Managers or to the Underwriters, without expense to them, as
soon as practicable after the date hereof, and thereafter from time to time
during a period of nine months after such date, as many copies of any
preliminary prospectus and the Prospectus as the Managers may reasonably
request for the purposes contemplated by the Securities Act.
(e) The Company will use its best efforts, when and as requested by the
Managers, to furnish information and otherwise cooperate in qualifying or
registering the Offered Securities for offer and sale under the securities or
"blue sky" laws of such jurisdictions as the Managers may designate, but the
Company shall not thereby be obligated to qualify as a foreign corporation in,
or to execute or file any general consent to service of process under the laws
of, any jurisdiction. The Company will pay the Underwriters' Counsel all
reasonable fees (including counsel fees) and expenses incurred by them in
connection with such qualification or registration of the Offered Securities
for offer or sale, not exceeding, however, $5,000 in the aggregate.
<PAGE> 8
(f) If the Underwriting Agreement shall be terminated pursuant to the
provisions of Section 4 or 6(a), the Company will pay the reasonable fees and
disbursements of Underwriters' Counsel in connection with the contemplated
issue and sale of the Offered Securities, unless such termination is caused by
any default by the Managers or any of the Underwriters in the performance of
their respective obligations hereunder. Except as provided in this subsection
(f), the Underwriters shall pay the fees of Underwriters' Counsel and
reimburse such counsel for their reasonable expenses paid or incurred in
connection with the issue and sale of the Offered Securities. The Company
shall not in any event be liable to any of the Underwriters for damages on
account of loss of anticipated profits.
(g) The Company will, so long as any of the Offered Securities shall be
outstanding, deliver to the Managers upon their request, and to each other
Underwriter who may so request, copies of all public reports and all reports
and financial statements furnished by the Company to the Commission pursuant
to the Exchange Act or any rule or regulation of the Commission thereunder.
(h) During a period of nine months after the date of the Prospectus, if
any event relating to or affecting the Company or its subsidiaries, if any, or
of which the Company shall be advised in writing by the Managers shall occur
as a result of which it is necessary, in the opinion of counsel for the
Company, to supplement or amend the Prospectus in order to make the Prospectus
not misleading in the light of the circumstances existing at the time it is
delivered to a purchaser of Offered Securities from any of the Underwriters,
the Company will forthwith at its expense prepare and furnish to the Managers
or to the Underwriters a reasonable number of copies of a supplement or
supplements or an amendment or amendments to the Prospectus (in form
satisfactory to Underwriters' Counsel) which will supplement or amend the
Prospectus so that, as so supplemented or amended, it will not include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances existing at the time the Prospectus
is delivered to such a purchaser, not misleading. In case any of the
Underwriters is required to deliver a prospectus descriptive of the Offered
Securities after the expiration of nine months after the date of the
Prospectus, the Company, upon the request of the Managers, will furnish to the
Managers, at the expense of such Underwriter, a reasonable quantity of
amendments or supplements to the Prospectus complying with Section 10 of the
Securities Act. For the purpose of this subsection (h), the Company will
furnish such information with respect to itself and its subsidiaries, if any,
as the Managers may from time to time reasonably request, and during said
nine-month period, the Company will prepare and continue to file with the
Commission all documents required to be filed under the Exchange Act.
(i) The Company will make generally available to its security holders,
as soon as practicable, an earnings statement (which need not be audited)
covering a period of at least twelve months beginning not earlier than the
date of the Prospectus, which earnings statement shall satisfy the
requirements of Section 11(a) of the Securities Act.
<PAGE> 9
4. Conditions of Underwriters' Obligations.
The obligations of the Underwriters to purchase and pay for the Offered
Securities shall be subject to the performance by the Company of its
obligations to be performed under the Underwriting Agreement at or prior to
the Closing Date, to the continued accuracy in all material respects of the
representations and warranties of the Company contained in the Underwriting
Agreement, and to the following conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing and
in accordance with Section 1(a) of this Agreement; no stop order suspending
the effectiveness of either of the Registration Statements shall have been
issued under the Securities Act, or proceedings therefor instituted or
threatened by the Commission, on or prior to the Closing Date.
(b) At or prior to the Closing Date the Underwriters shall have received
from Underwriters' Counsel an opinion (subject to the reservation that they
have relied upon the opinion of Vinson & Elkins L.L.P., Dallas, Texas, counsel
for the Company, as to all matters governed by Texas law), to the effect that:
(i) the Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Texas;
(ii) the Indenture has been duly authorized, executed and delivered
by the Company, and constitutes a valid and binding obligation of the
Company enforceable against the Company in accordance with its terms,
subject, as to enforcement, (a) to the qualification that certain of the
remedial, waiver and other provisions of the Indenture are limited by all
applicable constitutional, legislative, judicial and administrative
provisions, statutes, regulations, decisions, rulings and other laws of
the State wherein the mortgaged property is situated (but said laws do
not, in the opinion of such counsel, substantially interfere with the
practical realization of the benefits expressed in the Indenture except
for the economic consequences of any procedural delay which may result
from such laws), and (b) to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the enforcement
of creditors' rights generally; to the effects of the provisions of the
Bankruptcy Reform Act of 1978, as amended, on the validity of the lien of
the Indenture with respect to property acquired or proceeds realized by
the Company after the commencement of bankruptcy proceedings with respect
to the Company; and to the effects of general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law);
(iii) the issue and sale of the Offered Securities by the Company
in accordance with the terms of the Underwriting Agreement have been duly
authorized by the Company. The Offered Securities, when duly executed,
authenticated and delivered to and paid for by the Managers or the
Underwriters in accordance with the terms of the Underwriting Agreement,
will be valid and binding obligations of the Company, secured by the lien
of and entitled to the benefits of the Indenture, subject, as to
enforcement, (a) to the qualification that certain of the remedial,
waiver and other provisions of the Indenture are limited by all
applicable constitutional, legislative, judicial and administrative
provisions, statutes, regulations, decisions, rulings and other laws of
<PAGE> 10
the State wherein the mortgaged property is situated (but said laws do
not, in the opinion of such counsel, substantially interfere with the
practical realization of the benefits expressed in the Indenture except
for the economic consequences of any procedural delay which may result
from such laws), and (b) to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the enforcement
of creditors' rights generally; to the effects of the provisions of the
Bankruptcy Reform Act of 1978, as amended, on the validity of the lien of
the Indenture with respect to property acquired or proceeds realized by
the Company after the commencement of bankruptcy proceedings with respect
to the Company; and to the effects of general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law);
(iv) the Offered Securities and the Indenture conform as to legal
matters, in all material respects, with the statements concerning them
made in the Prospectus under the caption "Description of the New Bonds"
and in the Prospectus Supplement under the caption "Supplemental
Description of the New Bonds," and such statements accurately set forth,
in all material respects, the matters respecting the Offered Securities
and the Indenture which are required to be set forth in the Prospectus,
as supplemented by the Prospectus Supplement, by the Securities Act and
the Trust Indenture Act and the rules and regulations under said Acts
(other than the accounting provisions thereof, with respect to the
requirements of which such counsel need express no opinion or belief);
and the Indenture has been qualified under the Trust Indenture Act;
(v) the order of the Commission referred to in subsection (b) of
Section 1 of the Underwriting Agreement has been duly entered and, to the
knowledge of said counsel, is in full force and effect. Except for the
orders of the Commission entered into with respect to the Registration
Statements as contemplated in paragraph (vi) below, no further approval,
authorization, consent, certificate or order of any Federal commission or
regulatory authority is necessary with respect to the execution and
delivery of the Indenture or the issue and sale of the Offered Securities
by the Company as contemplated in the Underwriting Agreement;
(vi) the Registration Statements have become effective under the
Securities Act, and, to the knowledge of said counsel, no stop order
suspending the effectiveness of either of the Registration Statements has
been issued and no proceedings for such purpose have been instituted or
are pending or threatened under the Securities Act;
(vii) the Registration Statements, the Prospectus and the
Prospectus Supplement, in each case excluding the Incorporated Documents
(other than financial statements, financial data, statistical data and
supporting schedules included or incorporated by reference therein, with
respect to which such counsel need express no opinion or belief), as of
their respective effective or issue dates, complied as to form, in all
material respects, with the requirements of the Securities Act and the
rules and regulations of the Commission thereunder; and
(viii) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
<PAGE> 11
Such counsel shall also state that while, except as otherwise required or
stated in said opinion, said counsel have not independently checked the
accuracy or completeness of, or otherwise verified, and accordingly are not
passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statements, the Prospectus or the Prospectus Supplement, and relying as to
materiality, to a large extent, upon the judgment of officers and
representatives of the Company, nothing has come to the attention of said
counsel which would lead said counsel to believe that the Registration
Statements relating to the Offered Securities or any amendment thereto (other
than financial statements, financial data, statistical data and supporting
schedules included or incorporated by reference therein, as to which said
counsel need express no opinion or belief), at the respective times they
became effective, contained any untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make
the statements therein not misleading or that (with the foregoing exception)
the Prospectus, as supplemented by the Prospectus Supplement, as of the date
of such opinion, includes any untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(c) At or prior to the Closing Date, the Underwriters shall have
received from Milbank, Tweed, Hadley & McCloy, counsel for the Company, an
opinion (subject to the same reservation as that expressed in subsection (b)
of this Section 4), in form and substance satisfactory to Underwriters'
Counsel, to the same effect, in general, with respect to all matters
enumerated in subsection (b) of this Section 4.
(d) At or prior to the Closing Date, the Underwriters shall have
received from Vinson & Elkins L.L.P., Dallas, Texas, special Texas counsel for
the Company, an opinion, in form and substance satisfactory to Underwriters'
Counsel, to the effect that:
(i) the Company is a corporation, duly incorporated and validly
existing under the laws of the State of Texas;
(ii) the Company is a public utility (as defined in the Public
Utility Regulatory Act ("PURA") of the State of Texas), duly authorized
by its Restated Articles of Incorporation, as amended, and filed with the
Secretary of State of the State of Texas, through the date of such
opinion, to conduct the business of generating and supplying gas,
electric light and motor power to the public; the Company is authorized
under the laws of the State of Texas to operate as an electric utility
(as defined in PURA) in the areas of the State of Texas in which it
currently does so, except where the failure to be so authorized could not
reasonably be expected to result in a material adverse change in the
financial condition, results of operations or business of the Company (a
"Material Adverse Effect");
(iii) the Company has valid and subsisting municipal franchises,
licenses or permits authorizing it to operate as an electric utility in
all of the municipalities listed on an exhibit to such opinion (which
municipalities the Company has certified to such counsel are all the
municipalities served by it in which the Company derives a material
amount of electric operating revenues) wherein such a franchise, license
or permit is required;
<PAGE> 12
(iv) the Company has good and sufficient title to the properties
upon which are located all of the electric generating plants (other than
Oklaunion) listed in the table on page 14 of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993), including the
electric generating plants and other improvements located thereon, to the
extent such property constitutes real property or fixtures and, in the
case of the South Texas Project, to the extent of the Company's 25.2%
undivided interest therein (the "Material Properties"), subject only to
the lien of the Indenture and to permitted encumbrances and liens and to
prepaid liens (all as defined in the Indenture). The Indenture
constitutes a valid, direct first mortgage lien subject only to permitted
encumbrances and liens and to prepaid liens (all as defined in the
Indenture) upon the Material Properties other than those properties
expressly excepted or excluded from the lien of the Indenture. All
bondable property (as defined in the Indenture) that is real property or
fixtures located in the State of Texas hereafter acquired by the Company
(other than property of the character expressly excepted or excluded from
the lien of the Indenture) will, upon such acquisition, become subject to
the lien of the Indenture, subject, however, to permitted encumbrances
and liens and to prepaid liens (all as defined in the Indenture), any
liens existing or placed by the Company on such property at the time of
the acquisition thereof, any liens that might intervene prior to the
filing for record of the instrument by which title to such property is
acquired by the Company and subject to the notice of utility security
instrument being recorded in the office of the county clerk in the county
where such property is located, as required by Section 35.07 of the Texas
Business and Commerce Code;
(v) except as set forth in the Prospectus, there is no litigation
or other legal proceedings pending to which the Company is a party or to
which property of the Company is subject that could reasonably be
expected to result in a Material Adverse Effect and, to the best of such
counsel's knowledge, no such litigation or proceedings have been
threatened;
(vi) the Underwriting Agreement has been duly authorized, executed
and delivered by the Company;
(vii) the Indenture has been duly authorized, executed and
delivered by the Company, and constitutes a valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms;
(viii) the issuance and sale of the Offered Securities by the
Company in accordance with the terms of the Underwriting Agreement have
been duly authorized by the Company; the Offered Securities, when duly
executed, authenticated and delivered to the Underwriters in the manner
set forth in the Underwriting Agreement, against payment to the Company
of the agreed consideration therefor, will be valid and binding
obligations of the Company, secured by the lien of and entitled to the
benefits of the Indenture;
<PAGE> 13
(ix) the Indenture has been duly recorded as a utility security
instrument in the office of the Secretary of State of the State of Texas
and notice of such security interest has been duly filed in each county
in the State of Texas in which the Material Properties are located. Such
recordation and filings constitute all of the action required under the
laws of the State of Texas to give notice of the lien of the Indenture
with respect to the Material Properties;
(x) no approval, authorization, consent, certificate or order of
any commission or regulatory authority of the State of Texas (other than
in connection with the "blue sky" or securities laws or regulations of
the State of Texas, about which such counsel need express no opinion) is
necessary with respect to the execution and delivery of the Indenture or
the issuance and sale of the Offered Securities by the Company to the
Underwriters as contemplated by the Underwriting Agreement;
Such counsel shall also state that, in their role as special Texas
counsel to the Company in connection with the offering of the Offered
Securities, such counsel reviewed the Registration Statements and the
Prospectus, (however, such counsel did not participate in their preparation)
and although such counsel has not independently verified, and does not warrant
or pass upon the accuracy or completeness of the statements contained in the
Registration Statements or the Prospectus (relying, with respect to
materiality, to the extent such counsel deems such reliance proper, upon the
opinions of officers and other representatives of the Company) no facts have
come to such counsel's attention as a result of the foregoing review which
lead such counsel to believe that either (i) the Registration Statements at
the respective times they became effective contained an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or (ii)
the Prospectus as of its date or as of the Closing Date contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading. Notwithstanding the foregoing, such
counsel need express no belief as to (a) the financial statements and
schedules and other financial and statistical data included in the
Registration Statements or the Prospectus or any amendment or supplement
thereto, (b) the Statements of Eligibility of the Trustee under the Trust
Indenture Act on Form T-1 and T-2 or (c) regulatory and other legal matters
not governed by the laws of the State of Texas.
(e) At or prior to the Closing Date, the Underwriters shall have
received from Arthur Andersen & Co. a letter confirming that they are
independent public accountants with respect to the Company within the meaning
of the Securities Act and the applicable published rules and regulations
thereunder and that the answer to Item 10 of the Registration Statements is
correct insofar as it relates to them and stating in effect (1) that in their
opinion the financial statements and schedules of the Company incorporated by
reference in the Registration Statements and Prospectus and which are stated
therein to have been certified or audited by them, comply as to form, in all
material respects, with the applicable accounting requirements of the
Securities Act and the published rules and regulations thereunder; (2) that
nothing has come to their attention which causes them to believe (A) that any
unaudited dollar amounts or ratios which may appear in the Registration
Statements and the Prospectus under the caption "The Company" were not
<PAGE> 14
determined on a basis substantially consistent with that of the corresponding
amounts in the audited financial statements incorporated by reference in the
Registration Statements and the Prospectus; (B) that any unaudited condensed
financial statements of the Company included in any of the Company's Form 10-Q
Quarterly Reports, which may be incorporated by reference in the Registration
Statements and the Prospectus, do not comply as to form in all material
respects with the applicable accounting requirements of the Exchange Act and
the applicable published rules and regulations thereunder, or that material
modifications should be made to such unaudited financial statements for them
to be in conformity with generally accepted accounting principles; or (C)
that, except in all instances as set forth or contemplated in the Registration
Statements or the Prospectus, (i) at the date of the latest available
unaudited financial statements of the Company read by them and at a subsequent
date, not more than five business days before the Closing Date, there has been
any change in the capital stock or long-term debt of the Company, as compared
with amounts shown in the latest balance sheet of the Company included or
incorporated by reference in the Registration Statements and the Prospectus,
except for normally scheduled reductions in the Company's long-term debt, (ii)
for the period from the date of the latest financial statements included or
incorporated by reference in the Prospectus to the date of the latest
available interim financial statements read by them and to the aforementioned
date not more than five business days prior to the Closing Date there was any
decrease, as compared with the corresponding period in the preceding 12 month
period, in the Company's operating revenues, operating income or net income or
(iii) there was any decrease in the ratio of earnings to fixed charges for the
12 months ended the date of such latest available interim financial statements
as compared to such ratio for the twelve months ended the date of the latest
financial statements included or incorporated by reference in the Prospectus,
except as set forth in such letter, in which latter case the letter shall be
accompanied by an explanation by the Company as to the significance thereof
unless such explanation is not deemed necessary by the Managers; and (3) that
they have compared certain dollar amounts designated by the Company disclosed
in the Registration Statements and Prospectus with such dollar amounts
contained in the general accounting records of the Company or derived directly
from such records by analysis or computation, and have found such dollar
amounts to be in agreement therewith, except as otherwise specified in such
letter, in which latter case the letter shall be accompanied by an explanation
by the Company as to the significance thereof unless such explanation is not
deemed necessary by the Managers.
The form of letter shall reflect the inclusion of any subsequently dated
financial information, the incorporation by reference of any subsequently
filed Annual Report on Form 10-K or Quarterly Report on Form 10-Q and/or the
inclusion in the Prospectus of any statistical or financial information.
Subsequent to the respective dates as of which information is given in
the Registration Statements and the Prospectus, there shall not have been any
change or decrease specified in the letter required by this subsection (e)
which is, in the judgment of the Managers, so material and adverse as to make
it impractical or inadvisable to proceed with the offering or the delivery of
the Offered Securities as contemplated by the Registration Statements and the
Prospectus.
<PAGE> 15
(f) At the Closing Date the Managers shall have received a certificate,
dated as of the Closing Date, signed by the President or a Vice President and
the Treasurer or the Secretary of the Company, to the effect that (i) to the
best of the knowledge of the signers, no stop order suspending the
effectiveness of either of the Registration Statements has been issued under
the Securities Act and no proceedings therefor have been instituted or
threatened by the Commission, (ii) the order of the Commission referred to in
subsection (b) of Section 1 of the Underwriting Agreement is, to the best of
the knowledge of the signers, in full force and effect, and (iii) since the
respective dates as of which information is given in the Registration
Statements or Prospectus, there has been no (A) material adverse change in the
condition, financial or otherwise, or in the earnings of the Company or (B)
adverse development concerning the Company's business or assets which would
result in a material adverse change in its prospective financial condition or
results of operations, except such changes as are set forth or contemplated in
the Registration Statements or the Prospectus (including financial statements
and notes thereto contained in the Incorporated Documents).
(g) All proceedings to be taken in connection with the issuance and sale
of the Offered Securities by the Company as contemplated in the Underwriting
Agreement shall be satisfactory in form and substance to Underwriters'
Counsel.
In case any of the conditions specified in this Section 4 shall not have
been fulfilled, the Underwriting Agreement may be terminated by the Managers
with the consent of Underwriters who have agreed to purchase in the aggregate
more than fifty percent of the total principal amount of the Offered
Securities upon delivering written notice thereof to the Company. Any such
termination shall be without liability of any party to any other party except
as otherwise provided in subsection (f) of Section 3 of the Underwriting
Agreement.
5. Indemnification
(a) The Company agrees to indemnify and hold harmless each of the
Underwriters and each person, if any, who controls any of the Underwriters
within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages or
liabilities, joint or several, to which such Underwriter or such controlling
person may become subject under the Securities Act, the Exchange Act or the
common law or otherwise, and to reimburse each such Underwriter or such
controlling person for any reasonable legal or other expenses (including, to
the extent hereinafter provided, reasonable counsel fees) incurred by it or
them in connection with defending against any such losses, claims, damages or
liabilities, arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in (1) the Registration
Statements, the Basic Prospectus, any preliminary prospectus, or the
Prospectus or any amendment to the Registration Statements or amendment or
supplement to the Prospectus, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or (2) the Prospectus or the Prospectus as
amended or supplemented, if such losses, claims, damages or liabilities arise
out of or are based upon the use of the Prospectus or the Prospectus as
amended or supplemented after the Company shall have amended or supplemented
the Prospectus, or any omission or alleged omission to state therein a
material fact necessary in order to make the statements therein, in the light
<PAGE> 16
of the circumstances under which they were made, not misleading; provided,
however, that the indemnity agreement contained in this subsection (a) shall
not apply to any such losses, claims, damages or liabilities arising out of or
based upon (i) any such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or omission was made in
reliance upon and in conformity with information furnished in writing to the
Company by any of the Underwriters for use in the Registration Statements or
the Prospectus or any amendment or supplement to either thereof, (ii) any
statement made in any Form T-1 or Form T-2 filed by the Trustees as exhibits
to the Registration Statements or (iii) the failure of any Underwriter to
deliver (either directly or through the Managers) a copy of the Prospectus
(excluding the Incorporated Documents), or of the Prospectus as amended or
supplemented after it shall have been amended or supplemented by the Company
(excluding the Incorporated Documents), to any person to whom a copy of any
preliminary prospectus shall have been delivered by or on behalf of such
Underwriter to whom any Offered Securities shall have been sold by such
Underwriter, as such delivery may be required by the Securities Act and the
rules and regulations of the Commission thereunder.
(b) Each of the Underwriters agrees to indemnify and hold harmless the
Company, each of its officers who signs the Registration Statements, each of
its directors, each person who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, each other
Underwriter and each person, if any, who so controls any such other
Underwriter, from and against any and all losses, claims, damages or
liabilities, joint or several, to which any one or more of them may become
subject under the Securities Act, the Exchange Act or the common law or
otherwise, and to reimburse each of them for any reasonable legal or other
expenses (including, to the extent hereinafter provided, reasonable counsel
fees) incurred by them in connection with defending against any such losses,
claims, damages or liabilities of the character above specified arising out of
or based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statements or the Prospectus or
any amendment to the Registration Statements or amendment or supplement to the
Prospectus or upon any omission or alleged omission to state in any thereof a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such statement or omission was made in
reliance upon and in conformity with information furnished in writing to the
Company by such Underwriter for use in the Registration Statements or the
Prospectus or any amendment or supplement to either thereof, or (ii) the
failure of such Underwriter to deliver (either directly or through the
Managers) a copy of the Prospectus (excluding the Incorporated Documents), or
of the Prospectus as amended or supplemented after it shall have been amended
or supplemented by the Company (excluding the Incorporated Documents), to any
person to whom a copy of any preliminary prospectus shall have been delivered
by or on behalf of such Underwriter and to whom any Offered Securities shall
have been sold by such Underwriter, as such delivery may be required by the
Securities Act and the rules and regulations of the Commission thereunder.
(c) Promptly after receipt by a party indemnified under this Section 5
(an "indemnified party") of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against a
party granting an indemnity under this Section 5 (the "indemnifying party"),
notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
<PAGE> 17
Section 5. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to
assume the defense thereof (thereby conceding that the action in question is
subject to indemnification by the indemnifying party hereunder), with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert and conduct such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this Section 5 for
any legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof unless (i) the indemnified party shall
have employed separate counsel in connection with the assertion of legal
defenses in accordance with the proviso to the next preceding sentence (it
being understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the Managers in
the case of subsection (a), representing the indemnified parties under
subsection (a) who are parties to such action), (ii) the indemnifying party
shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party; and except that, if clause (i) or (iii) is applicable,
such liability shall be only in respect of the counsel referred to in such
clause (i) or (iii).
(d) If the indemnification provided for in this Section 5 shall be
unenforceable under applicable law by an indemnified party, the Company agrees
to contribute to such indemnified party with respect to any and all losses,
claims, damages and liabilities for which such indemnification provided for in
this Section 5 shall be unenforceable, in such proportion as shall be
appropriate to reflect the relative fault of the Company on the one hand and
the indemnified party on the other in connection with the statements or
omissions which have resulted in such losses, claims, damages and liabilities,
as well as any other relevant equitable considerations; provided, however,
that no indemnified party guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from the Company if the Company is not guilty of such fraudulent
misrepresentation. Relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or the indemnified party and each such
party's relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The Company and each of
the Underwriters agree that it would not be just and equitable if contribution
pursuant to this subparagraph were to be determined solely by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above.
<PAGE> 18
(e) The indemnity and contribution agreements contained in this Section
5 and the representations and warranties of the Company in the Underwriting
Agreement shall remain operative and in full force regardless of (i) any
termination of the Underwriting Agreement, (ii) any investigation made by or
on behalf of any Underwriter or any person controlling any Underwriter or by
or on behalf of the Company, its directors or officers or any person
controlling the Company and (iii) delivery of and payment for any of the
Offered Securities.
6. Termination.
(a) If the Offered Securities are being purchased for the purpose of
resale, the Underwriting Agreement may be terminated, at any time prior to the
Closing Date, by the Managers with the consent of Underwriters who have agreed
to purchase in the aggregate more than fifty percent of the total principal
amount of the Offered Securities, if (a) there shall have occurred any general
suspension or material limitation on trading in securities on the New York
Stock Exchange or by the Commission or by any federal or state agency or by
the decision of any court any limitation on prices for such trading or any
restrictions on the distribution of securities, (b) trading in any securities
of the Company shall have been suspended by the Commission or a national
securities exchange, (c) a general banking moratorium on commercial banking
activities in New York shall have been declared either by federal or New York
State authorities, (d) the rating assigned by any nationally recognized
securities rating agency to any securities of the Company as of the date of
the Underwriting Agreement shall have been lowered since that date or (e)
there shall have occurred any outbreak or material escalation of hostilities
or other calamity or crisis, the effect of which on the financial markets of
the United States is such as to make it, in the judgment of the Managers,
impracticable to market the Offered Securities.
(b) Any termination of the Underwriting Agreement pursuant to this
Section 6 shall be without liability of any party to any other party except as
otherwise provided in subsection (f) of Section 3.
7. Default by an Underwriter.
If any one or more Underwriters shall fail to purchase and pay for any of
the Offered Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall constitute a default
in the performance of its or their obligations under the Underwriting
Agreement, the remaining Underwriters shall be obligated severally to take up
and pay for (in the respective proportions which the amount of Offered
Securities set forth opposite their names in Schedule I to the Underwriting
Agreement bears to the aggregate amount of Offered Securities set opposite the
names of all the remaining Underwriters) the Offered Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the aggregate amount of Offered
Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase (less such aggregate amount of Offered Securities as are purchased
by substituted underwriters selected by the Managers with the approval of the
Company or selected by the Company with the approval of the Managers) shall
exceed 10% of the aggregate amount of Offered Securities set forth in such
Schedule I, the remaining Underwriters shall have the right to purchase all,
but shall not be under any obligation to purchase any, of the Offered
Securities, and if such nondefaulting Underwriters do not purchase all the
<PAGE> 19
Offered Securities, the Underwriting Agreement will terminate without
liability to any nondefaulting Underwriter or the Company (except as otherwise
provided in subsection (f) of Section 3). In the event of a default by an
Underwriter as set forth in this Section 7, the Closing Date shall be
postponed for such period, not exceeding seven calendar days, as the Company
and the Managers shall determine in order that the required changes in the
Registration Statements and the Prospectus or in any other documents or
arrangements may be effected. Nothing contained in the Underwriting Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its
default thereunder.
8. Notice.
All communications under the Underwriting Agreement will be effective
only on receipt, and, if sent to the Managers, will be mailed, delivered or
telegraphed and confirmed to them, at the address, or telephoned to them at
the number, specified in the Underwriting Agreement and to Sidley & Austin,
One First National Plaza, Chicago, Illinois 60603, attention: Wilbur C. Delp,
Jr.; or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at 539 North Carancahua Street, Corpus Christi, Texas 78401-
2802, attention of the Treasurer or telephoned to it at (512) 881-5300
attention of the Treasurer, in each case with written confirmation of such
communication sent to the Company in care of Central and South West
Corporation, 1616 Woodall Rodgers Freeway, P.O. Box 660164, Dallas, Texas
75202, attention of the Treasurer and to Milbank, Tweed, Hadley & McCloy, 1
Chase Manhattan Plaza, New York, New York 10005, Attention George J. Forsyth,
Esq.
9. Successors.
The Underwriting Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 5 of the Underwriting
Agreement, and no other person will have any right or obligation hereunder and
no other person (including a purchaser, as a purchaser, from any Underwriter
of any of the Offered Securities) shall acquire or have any rights under or by
virtue of the Underwriting Agreement.
10. Governing Law.
The Underwriting Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
<PAGE> 1
EXHIBIT 10(a)
-------------
__________________________________________________________________________
SUPPLEMENTAL INDENTURE
____________________
DATED MAY 1, 1994
____________________
CENTRAL POWER AND LIGHT COMPANY
(a Texas Corporation)
TO
THE FIRST NATIONAL BANK OF CHICAGO
AND
R.D. MANELLA
as Trustees
(SUPPLEMENTAL TO THE INDENTURE DATED NOVEMBER 1, 1943,
EXECUTED BY CENTRAL POWER AND LIGHT COMPANY, A
MASSACHUSETTS CORPORATION AND THE PREDECESSOR
OF THE ABOVE-NAMED COMPANY, TO THE
FIRST NATIONAL BANK OF CHICAGO AND
ROBERT L. GRINNELL, AS TRUSTEES)
PROVIDING FOR
FIRST MORTGAGE BONDS, SERIES JJ, 7-1/2%, DUE MAY 1, 1999
__________________________________________________________________________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY
A UTILITY AND CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
<PAGE> 2
THIS SUPPLEMENTAL INDENTURE, dated May 1, 1994, made and entered into by and
between CENTRAL POWER AND LIGHT COMPANY, a corporation organized and
existing under the laws of the State of Texas (hereinafter referred to
as the "Company"), and THE FIRST NATIONAL BANK OF CHICAGO, a national
banking association organized and existing under the laws of the United
States of America and having its principal office or place of business
in the City of Chicago, State of Illinois, hereinafter referred to as the
"Trustee"), and R.D. MANELLA, of the Village of Buffalo Grove, State of
Illinois (successor co-Trustee to A.R. Bohm, resigned) as Trustees under
the Indenture of Mortgage or Deed of Trust dated November 1, 1943,
executed and delivered by Central Power and Light Company, a
Massachusetts corporation and the predecessor of the Company, to The
First National Bank of Chicago and Robert L. Grinnell, as Trustees; said
The First National Bank of Chicago and R.D. Manella being herein commonly
referred to as the "Trustees" or the "Trustees under the Indenture";
WITNESSETH:
WHEREAS, said Indenture of Mortgage or Deed of Trust was duly adopted by
the Company as its own by Supplemental Indenture dated December 19, 1945, and
was modified by Supplemental Indenture dated October 1, 1947, executed and
delivered by the Company to The First National Bank of Chicago and Robert L.
Grinnell, as Trustees, and was further modified by Supplemental Indentures
dated November 1, 1950, March 1, 1952, May 1, 1953, April 1, 1954, February 1,
1956, February 1, 1958, April 1, 1959, January 1, 1968, January 1, 1970,
February 1, 1971, November 1, 1973, June 1, 1974, October 1, 1977, September
1, 1978, January 1, 1980, January 1, 1981, March 1, 1983, December 15, 1984,
July 1, 1985, August 1, 1985, May 1, 1986, November 1, 1987, June 1, 1988,
December 1, 1989, March 1, 1990, October 1, 1992, December 1, 1992, February
1, 1993 and April 1, 1993, respectively, executed and delivered by the Company
to the trustees under said Indenture dated November 1, 1943; said Indenture of
Mortgage or Deed of Trust, as so amended and modified by said Supplemental
Indentures, being herein commonly referred to as the "Indenture"; and
WHEREAS, the Company, by resolution duly adopted by its Board of
Directors, has determined forthwith to issue an additional series of bonds to
be secured by the Indenture, as hereby modified, and to be known and
designated as First Mortgage Bonds, Series JJ (hereinafter sometimes referred
to as the "bonds of Series JJ" or the "bonds of said Series") and has duly
authorized the execution and delivery of this supplemental indenture for the
purposes hereinafter set forth; and the Company has requested, and hereby
requests, the Trustees to enter into and join with the Company in the
execution and delivery of this supplemental indenture; and
WHEREAS, on or subsequent to the date of the last Supplemental Indenture,
the Company has constructed or acquired certain additional properties which
are subject in any event to the lien and effect of the Indenture; and
<PAGE> 3
WHEREAS, the Company desires, in accordance with the provisions of
Article I, Section 6(e) of Article II and Article XVI of the Indenture, to
execute this supplemental indenture for the purpose of (i) specifically
conveying to the Trustees, upon the trusts and for the purposes of the
Indenture, as hereby amended, all such additional properties so constructed or
acquired by the Company and now owned by it, except property of the character
of that expressly excepted and excluded from the lien of the Indenture, (ii)
creating the bonds of Series JJ, and (iii) modifying or amending the Indenture
in the particulars and to the extent hereinafter in this supplemental
indenture specifically provided; and
WHEREAS, each of the bonds of Series JJ is to be substantially in the
following form:
(Form of face of bond of Series JJ)
No. $
CENTRAL POWER AND LIGHT COMPANY
First Mortgage Bond, Series JJ
7-1/2%, Due May 1, 1999
Central Power and Light Company, a Texas corporation (hereinafter
referred to as the "Company"), successor to the Massachusetts corporation of
the same name hereinafter referred to, for value received, hereby promises to
pay to ___________________ or registered assigns, the principal sum of $_____
Dollars on the first day of May, 1999, and to pay to the registered owner
interest on said sum from the date hereof at the rate of seven and one-half
per centum per annum, payable half-yearly on the first day of May and the
first day of November in each year, commencing November 1, 1994, until said
principal sum is paid. Both the principal of and the interest on this bond
shall be payable at the principal office or agency of the Company in the City
of New York, State of New York, in any coin or currency of the United States
of America which at the time of payment is legal tender for public and private
debts provided that, at the option of the Company, payment of interest may be
made by check mailed to the address of the person entitled thereto as shown on
the registration books of the Trustee.
The provisions of this bond are continued on the reverse side hereof and
such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
This bond shall not be valid or become obligatory for any purpose unless
and until it shall have been duly authenticated by the execution by or on
behalf of the Trustee or its successor in trust under the Indenture of the
Trustee's Certificate in the form endorsed hereon.
<PAGE> 4
IN WITNESS WHEREOF, Central Power and Light Company has caused this bond
to be executed in its name by the manual or facsimile signature of its
President or one of its Vice-Presidents, and its corporate seal or a facsimile
thereof to be affixed hereto or imprinted hereon and attested by the manual or
facsimile signature of its Secretary or one of its Assistant Secretaries.
Dated as of
CENTRAL POWER AND LIGHT COMPANY
By________________________________
President
ATTEST:
____________________________
Secretary
(Form of reverse side of bond of Series JJ)
This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by the indenture of mortgage and
deed of trust dated November 1, 1943, executed and delivered by Central Power
and Light Company, a Massachusetts corporation and the predecessor of the
Company, to The First National Bank of Chicago (hereinafter referred to as the
"Trustee") and Robert L. Grinnell, as Trustees, as amended by the indentures
supplemental thereto dated, respectively, December 19, 1945, October 1, 1947,
November 1, 1950, March 1, 1952, May 1, 1953, April 1, 1954, February 1, 1956,
February 1, 1958, April 1, 1959, January 1, 1968, January 1, 1970, February 1,
1971, November 1, 1973, June 1, 1974, October 1, 1977, September 1, 1978,
January 1, 1980, January 1, 1981, March 1, 1983, December 15, 1984, July 1,
1985, August 1, 1985, May 1, 1986, November 1, 1987, June 1, 1988, December 1,
1989, March 1, 1990, October 1, 1992, December 1, 1992, February 1, 1993 and
April 1, 1993, executed and delivered by the Company to the trustees under
said indenture of mortgage, and by a further indenture supplemental thereto
dated May 1, 1994, executed and delivered by the Company to The First National
Bank of Chicago and R.D. Manella (successor Co-Trustee), as Trustees, prior to
the authentication of this bond (said indenture of mortgage, as amended by
said supplemental indentures, being hereinafter referred to as the
"Indenture"). Reference to the Indenture and to all supplemental indentures,
if any, hereafter executed pursuant to the Indenture is hereby made for a
description of the property mortgaged and pledged, the nature and extent of
the security and the rights of the holders and registered owners of said bonds
and of the Trustee and of the Company in respect of such security. By the
terms of the Indenture the bonds to be secured thereby are issuable in series
which may vary as to date, amount, date of maturity, rate of interest,
redemption provisions, medium of payment and in other respects as in the
Indenture provided.
The bonds of Series JJ are not redeemable prior to maturity.
<PAGE> 5
In case of certain events of default specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture. No recourse shall be
had for the payment of the principal of or interest on this bond, or for any
claim based hereon, or otherwise in respect hereof or of the Indenture or any
indenture supplemental thereto, to or against any incorporator, stockholder,
officer or director, past, present or future, of the Company, or of any
predecessor or successor corporation, either directly or through the Company,
or such predecessor or successor corporation, under any constitution or
statute or rule of law, or by the enforcement of any assessment or penalty, or
otherwise, all such liability of incorporators, stockholders, directors and
officers being waived and released by the registered owner hereof by the
acceptance of this bond and being likewise waived and released by the terms of
the Indenture. This bond is transferable by the registered owner hereof, in
person or by attorney duly authorized, at the principal office or place of
business of the Trustee under the Indenture, upon the surrender and
cancellation of this bond and the payment of any stamp tax or other
governmental charge, and upon any such transfer a new registered bond or bonds
of the same series and maturity date and for the same aggregate principal
amount will be issued to the transferee in exchange herefor; provided, that
the Company shall not register, exchange or transfer any bonds of said series
during the period of ten days next preceding any interest payment date of
bonds of said series.
This bond shall be deemed to be governed by and construed in accordance
with the laws of the State of New York.
AND WHEREAS, on each of the bonds of Series JJ (whether in temporary or
definitive form) there is to be endorsed a certificate of the Trustee
substantially in the following form:
Trustee's Certificate
This bond is one of the bonds of the series designated therein, described
in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By_______________________________
Authorized Signature
NOW THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustees to the Company, and of other good and
valuable consideration, the receipt whereof is hereby acknowledged, and for
the purpose of further assuring to the Trustees under the Indenture their
title to, or lien upon, the property hereinafter described, under and pursuant
to the terms of the Indenture, as hereby amended and for the purpose of
further securing the due and punctual payment of the principal of and interest
and the premium, if any, on all bonds which have been heretofore or shall be
hereafter issued under the Indenture and indentures supplemental thereto and
which shall be at any time outstanding thereunder and secured thereby, and for
the purpose of securing the faithful performance and observance of all the
covenants and conditions set forth in the Indenture and/or in any indenture
<PAGE> 6
supplemental thereto, the Company has given, granted, bargained, sold,
transferred, assigned, pledged, mortgaged, warranted the title to and
conveyed, and by these presents does give, grant, bargain, sell, transfer,
assign, pledge, mortgage, warrant the title to and convey unto THE FIRST
NATIONAL BANK OF CHICAGO and R.D. MANELLA, as Trustees under the Indenture as
therein provided, and its successors in the trusts thereby created, and to
their assigns all the right, title and interest of the Company in and to any
and all premises, plants, property, leases and leaseholds, franchises,
permits, rights and powers, of every kind and description, real and personal,
(1) which have been constructed or acquired by the Company subsequent to April
1, 1993, and which at the date hereof are owned by the Company, and (2) which
shall on or after the date hereof be acquired by the Company through
construction, purchase, grant, consolidation, merger or otherwise, together
with the rents, issues, products and profits therefrom, excepting, however,
and there is hereby expressly reserved and excluded from the lien and effect
of the Indenture and of this supplemental indenture, all right, title and
interest of the Company, now owned, in and to (a) all cash, bonds, shares of
stock, obligations and other securities not deposited with the Trustee or
Trustees under the Indenture, and (b) all accounts and bills receivable,
judgments (other than for the recovery of real property or establishing a lien
or charge thereon or right therein) and choses in action not specifically
assigned to and pledged with the Trustee or Trustees under the Indenture, and
(c) all tangible personal property held by the Company for sale, lease, rental
or consumption in the ordinary course of business, and (d) the last day of
each of the demised terms created by any lease of property now leased to the
Company, and under each and every renewal of any such lease, the last day of
each and every such demised term being hereby expressly reserved to and by the
Company, and (e) all gas, oil and other minerals existing upon, within or
under any real estate subject to the lien of the Indenture, as hereby
modified.
Without in any way limiting or restricting the generality of the
foregoing description or the foregoing exceptions and reservations, the
Company hereby expressly gives, grants, bargains, sells, transfers, assigns,
pledges, mortgages, warrants the title to and conveys unto the Trustees
subject to all reservations, exceptions, easements, restrictions, conditions
and covenants of record, the properties of the Company described in Appendix
A, if any, to this supplemental indenture (said Appendix A, if any, being
incorporated by reference herein with the same force and effect as if set
forth in full herein), together with the tenements, hereditaments and
appurtenances thereunto belonging or appertaining:
TO HAVE AND TO HOLD all said property, rights, and interests hereinabove
referred to or described and conveyed, assigned, pledged or mortgaged, or
intended to be conveyed, assigned, pledged or mortgaged, together with the
rents, issues, products and profits therefrom, unto THE FIRST NATIONAL BANK OF
CHICAGO and R.D. MANELLA, as Trustees under the Indenture, as hereby modified,
and unto their successor or successors in trust, and their assigns forever,
BUT IN TRUST, NEVERTHELESS, upon the trusts, for the purposes and subject to
all the terms, conditions, provisions and restrictions of the Indenture, as
hereby amended.
<PAGE> 7
And upon the considerations and for the purposes aforesaid, and in order,
pursuant to terms of the Indenture, to provide for the issuance under the
Indenture, as hereby amended, of bonds of Series JJ and to fix the terms,
provisions and characteristics of the bonds of said Series, and to modify or
amend the Indenture in the particulars and to the extent hereinafter in this
supplemental indenture specifically provided, the Company hereby covenants and
agrees with the Trustees as follows:
ARTICLE I
A series of bonds issuable under the Indenture, as hereby amended, and
to be known and designated as "First Mortgage Bonds, Series JJ", is hereby
created and authorized. The bonds of Series JJ shall be issued in fully
registered form without coupons, substantially in the form thereof
hereinbefore recited. Each bond of said Series shall be dated as of the date
of the interest payment day thereof to which interest was paid next preceding
the date of issue, unless (a) issued on an interest payment day thereof to
which interest was paid, in which event it shall be dated as of the date of
issue, or (b) issued prior to the occurrence of the first interest payment day
thereof to which interest was paid, in which event it shall be dated May 18,
1994; and all bonds of said Series shall be due and payable May 1, 1999, shall
bear interest from the date thereof, at the rate of seven and one-half per
centum per annum, payable half-yearly on the first day of May and the first
day of November in each year, and shall be payable, both as to principal and
interest, at the office or agency of the Company in the City of New York,
State of New York, in any coin or currency of the United States of America
which at the time of payment is legal tender for public and private debts,
provided that, at the option of the Company, payment of interest may be made
by check mailed to the address of the person entitled thereto as shown on the
registration books of the Trustee.
The bonds of Series JJ are not redeemable prior to maturity.
The bonds of Series JJ shall, from time to time, be executed on behalf
of the Company and sealed with the corporate seal of the Company, which seal
may be facsimile, all in the manner provided in Section 6 of Article I of the
Indenture. If the Board of Directors of the Company shall by resolution so
provide, bonds of said Series executed on behalf of the Company by its
President, a Vice-President, its Secretary or an Assistant Secretary may be so
executed by the facsimile signature of such President, Vice-President,
Secretary or Assistant Secretary, as the case may be, of the Company or of any
person or persons who shall have been such officer or officers, as the case
may be, of the Company on or subsequent to the date of this supplemental
indenture, notwithstanding that he or they may have ceased to be such officer
or officers of the Company at the time of the actual execution,
authentication, issue or delivery of any of such bonds of said Series, and any
such facsimile signature or signatures of any such officer or officers on any
such bonds shall constitute execution of such bonds on behalf of the Company
by such officer or officers of the Company for the purposes of the Indenture
(as hereby modified) and shall be valid and effective for all purposes,
provided that all bonds of said Series shall always be executed on behalf of
the Company by the signature, manual or facsimile, of its President or Vice
President and of its Secretary or an Assistant Secretary, and such corporate
seal of the Company may be facsimile, and any bonds of Series JJ on which such
<PAGE> 8
facsimile seal shall be affixed, impressed, imprinted or reproduced shall be
deemed to be sealed with the corporate seal of the Company for the purposes of
the Indenture (as hereby modified) and such facsimile seal shall be valid and
effective for all purposes.
Bonds of Series JJ shall be exchangeable and transferable in the manner
and upon the conditions prescribed in the Indenture (as hereby modified) and
without charge therefor, except for any stamp tax or other governmental
charge; provided, that the Company shall not register, exchange or transfer
bonds of said Series during the period of ten days next preceding any interest
payment date of bonds of said Series.
ARTICLE II
SECTION 1. Section 10 of Article III of the Indenture is hereby amended
by striking out the words "Series A through Series II, inclusive", wherever
the same occur in said section, and by inserting, in lieu thereof, the words
"Series A through Series JJ, inclusive."
SECTION 2. Section 1 of Article VII of the Indenture is hereby amended
by striking out the words "Series A through II" and by inserting, in lieu
thereof, the words "Series A through JJ, inclusive."
ARTICLE III
SECTION 1. The provisions of this supplemental indenture shall be
effective from and after the date hereof, except that Section 2 of Article II
of this supplemental indenture shall become and be effective only on and after
the effective date of Article IV of the Supplemental Indenture dated October
1, 1977; and the Indenture, as hereby amended, shall remain in full force and
effect.
SECTION 2. Each reference in the Indenture, or this supplemental
indenture, to any article, section, term or provision of the Indenture shall
mean and be deemed to refer to such article, section, term or provision of the
Indenture, as modified by this supplemental indenture, except where the
context otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations and agreements
in this supplemental indenture contained are and shall be for the sole and
exclusive benefit of the parties hereto, their successors and assigns, and of
the holders and registered owners from time to time of the bonds and of the
coupons issued and outstanding from time to time under and secured by the
Indenture, as hereby amended.
This supplemental indenture may be simultaneously executed in any number
of counterparts and all said counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.
<PAGE> 9
At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness of the Company now outstanding,
or to be presently outstanding, under and secured by the Indenture, as hereby
amended, is $1,262,465,000 consisting of and represented by First Mortgage
Bonds of the Company as follows:
Interest Principal
Series Rate Maturity Date Amount
J 6-5/8% January 1, 1998 $ 28,000,000
L 7 February 1, 2001 36,000,000
T 7-1/2 December 15, 2014 111,700,000
U 9-3/4 July 1, 2015 31,765,000
Z 9-3/8 December 1, 2019 140,000,000
AA 7-1/2 March 1, 2020 50,000,000
BB 6 October 1, 1997 200,000,000
CC 7-1/4 October 1, 2004 100,000,000
DD 7-1/8 December 1, 1999 25,000,000
EE 7-1/2 December 1, 2002 115,000,000
FF 6-7/8 February 1, 2003 50,000,000
GG 7-1/8 February 1, 2008 75,000,000
HH 6 April 1, 2000 100,000,000
II 7-1/2 April 1, 2023 100,000,000
JJ 7-1/2 May 1, 1999 100,000,000*
__________________
* To be presently issued by the Company.
SECTION 4. This Supplemental Indenture and the bonds of Series JJ shall
be governed by and construed in accordance with the laws of the State of New
York.
<PAGE> 10
IN WITNESS WHEREOF, said Central Power and Light Company has caused
this instrument to be executed in its corporate name by its President or a
Vice President and its corporate seal to be hereunto affixed and to be
attested by its Secretary or an Assistant Secretary, and said The First
National Bank of Chicago, for the purpose of entering into and joining with
the Company in the execution and delivery of this supplemental indenture,
has caused this instrument to be executed in its corporate name by its
President or a Vice President or an Assistant Vice President and its
corporate seal to be hereunto affixed and to be attested by its Secretary,
a Trust Officer or an Assistant Secretary, and said R.D. Manella, for the
purpose of entering into and joining with the Company in the execution and
delivery of this supplemental indenture, has signed and sealed this
instrument, in several counterparts; all as of the day and year first above
written.
CENTRAL POWER AND LIGHT COMPANY
By ____________________________
Vice President
(CORPORATE SEAL)
ATTEST:
____________________________
Secretary
THE FIRST NATIONAL BANK OF CHICAGO
By _______________________________
Vice President
(CORPORATE SEAL)
ATTEST:
____________________________
Trust Officer
_____________________________
(Seal)
As Co-Trustee
<PAGE> 11
STATE OF TEXAS )
ss.
COUNTY OF NUECES )
The foregoing instrument was acknowledged before me this ________ day
of ___________, 1994, by Melanie J. Richardson, Vice President of Central
Power and Light Company, a Texas corporation, on behalf of the corporation.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE> 12
STATE OF ILLINOIS )
ss.
COUNTY OF COOK )
Before me, a Notary Public in and for Cook County in the State of
Illinois, on this day personally appeared R. D. Manella, a Vice President of
THE FIRST NATIONAL BANK OF CHICAGO, a national banking association, and
________________, a Trust Officer of said association, known to me to be the
same persons whose names are subscribed to the attached and foregoing
instrument as Vice President and Trust Officer, respectively, of said
association, and severally acknowledged to me that they executed and signed
said instrument as Vice President and Trust Officer, respectively, of said
association and as the act and deed of said association for the uses,
purposes and consideration therein expressed, and that the seal of said
association affixed to said instrument is the common or corporate seal of
said association.
Given under my hand and seal of office this ________ day of
__________, 1994.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE> 13
STATE OF ILLINOIS )
ss.
COUNTY OF COOK )
Before me, a Notary Public in and for Cook County in the State of
Illinois, on this day personally appeared R.D. Manella, known to me to be
the person whose name is subscribed to the attached and foregoing
instrument, and acknowledged to me that he executed the same for the uses,
purposes and consideration therein expressed.
Given under my hand and seal of office this ________ day of
__________, 1994.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE> 14
STATE OF TEXAS )
ss.
COUNTY OF NUECES )
The undersigned, being duly sworn, deposes and says that she is the
Vice President of Central Power and Light Company, a Texas corporation,
which executed the foregoing instrument, and that said instrument was
executed by a utility, as that term is defined in Section 35.01 of
Subchapter A, Chapter 35, of the Business and Commerce Code of the State of
Texas, being engaged in the generation, transmission, distribution and sale
of electric power in the State of Texas.
_____________________________________
Melanie J. Richardson, Vice President
Central Power and Light Company
Subscribed and sworn to before me this ________ day of __________, 1994.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
