<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------
:
In the Matter of :
: CERTIFICATE
CENTRAL POWER AND LIGHT COMPANY :
: OF
File No. 70-8053 :
: NOTIFICATION
(Public Utility Holding Company Act of 1935) :
:
- --------------------------------------------------
Central Power and Light Company (the "Company") hereby
certifies that:
1. On July 11, 1995, the Company entered into an
Underwriting Agreement (the "Underwriting Agreement") with Morgan
Stanley & Co. Incorporated, Goldman, Sachs & Co. and J.P. Morgan
Securities Inc. (the "Underwriters") for the negotiated sale of
$200,000,000 aggregate principal amount of the Company's First
Mortgage Bonds, Series KK, 6-5/8%, Due July 1, 2005 (the "New
Bonds").
2. On July 11, 1995, the Supplemental Indenture dated
July 1, 1995, 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(f).
3. On July 19, 1995, the Company issued, sold and delivered
to the Underwriters the New Bonds at 99.165% of their principal
amount, being the price specified in the Underwriting Agreement.
<PAGE> <PAGE>
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(f) - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to the
Company, dated July 21, 1995.
Exhibit 8(f) - Underwriting Agreement, dated July 11, 1995.
Exhibit 10(f) - Supplemental Indenture, dated as of July 1,
1995.
<PAGE>
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: July 24, 1995
CENTRAL POWER AND LIGHT COMPANY
By/s/SHIRLEY S. BRIONES
Shirley S. Briones
Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------ ------- ------------
4(f) Final or "past tense" opinion Electronic
of Milbank, Tweed, Hadley &
McCloy, counsel to the Company,
dated July 24, 1995.
8(f) Underwriting Agreement, dated Electronic
July 11, 1995.
10(f) Supplemental Indenture, dated Electronic
as of July 1, 1995.
<PAGE>
EXHIBIT 4(f)
------------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
July 24, 1995
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 $200,000,000 aggregate principal amount of First Mortgage Bonds,
Series KK, 6 5/8%, Due July 1, 2005, of the Company (the "Bonds"), and
delivery by the Company of a Supplemental Indenture, dated as of July 1,
1995. 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, certificates of
public officials, certificates of officers and representatives 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>
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.
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
<PAGE>
EXHIBIT 8(f)
------------
CENTRAL POWER AND LIGHT COMPANY
FIRST MORTGAGE BONDS
UNDERWRITING AGREEMENT
July 11, 1995
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 $200,000,000
aggregate principal amount of its First Mortgage Bonds, Series KK (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 99.165% of their
principal amount plus accrued interest from July 1, 1995 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 July 19, 1995 or at such other
place and time, not later than July 26, 1995, as shall be mutually agreed.
The Offered Securities shall be concurrently delivered to the Underwriters
at the offices of Morgan Stanley & Co. Incorporated, New York, New York.
In accordance with Rule 15c6-1(d) promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), the Underwriters agree to this
alternative date for the payment of funds and delivery of the Offered
Securities in lieu of that required by paragraphs (a) and (c) of Rule 15c6-1
under the Exchange Act.
The Offered Securities shall have the following terms:
Maturity: July 1, 2005
--------
Interest Rate: 6-5/8%
-------------
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: January 1 and July 1, commencing
---------------------- January 1, 1996
Address for Notices
to Managers under
Underwriting Agreement: Morgan Stanley & Co. Incorporated
---------------------- 1221 Avenue of the Americas
New York, NY 10020
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
July 11, 1995, 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,
MORGAN STANLEY & CO. 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>
Schedule I
----------
Principal
Amount of
Offered
Underwriters Securities
------------ ----------
Morgan Stanley & Co.
Incorporated $ 68,000,000
Goldman, Sachs & Co. 66,000,000
J.P. Morgan Securities Inc. 66,000,000
------------
Total $200,000,000
============
<PAGE>
CENTRAL POWER AND LIGHT COMPANY
UNDERWRITING AGREEMENT
STANDARD PROVISIONS (BONDS-SHELF)
Dated July 11, 1995
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") a registration statement on Form S-3 (File No. 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
statement has 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 statement, as
amended at the time it 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 is hereinafter
called the "Registration Statement" and the "Prospectus", respectively. The
term "Basic Prospectus" means the prospectus included in the Registration
Statement. 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 Statement", "registration
statement", "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>
(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 Statement and the Prospectus and any amendment or
supplement to the Registration Statement or the Prospectus as of its
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 Statement
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 Statement
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 Statement or the Prospectus, to statements in the Form T-1 or
Form T-2 filed by the Trustees as exhibits to the Registration Statement 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 Statement 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 Statement 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>
prospective financial condition or results of operations, except such
changes as are set forth or contemplated in such Registration Statement
(including the financial statements and notes thereto included or
incorporated by reference in the Registration Statement) 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 LLP 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>
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
the Registration Statement 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 the
Registration Statement.
(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 the Registration Statement 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 the Registration
Statement, 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 the Registration Statement.
(d) The Company will deliver to the Managers, on or before the Closing
Date, one signed copy of the Registration Statement 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>
(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>
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 the Registration Statement 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>
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 Statement 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 Statement has become effective under the
Securities Act, and, to the knowledge of said counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for such purpose have been instituted or are
pending or threatened under the Securities Act;
(vii) the Registration Statement, 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>
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
Statement, 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
Statement 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 time it 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>
(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 1-17 of the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994), 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 P
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>
(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 Statement and the
Prospectus, (however, such counsel did not participate in their preparation)
and although such counsel has not independently verified, and does not
warrantor pass upon the accuracy or completeness of the statements contained
in the Registration Statement 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 Statement at
the time it 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 Statement 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 LLP
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 Statement 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 Statement 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 Statement and
the Prospectus under the caption "The Company" were not
<PAGE>
determined on a basis substantially consistent with that of the
corresponding amounts in the audited financial statements incorporated by
reference in the Registration Statement 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 Statement 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 Statement 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 anychange
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
orincorporated by reference in the Registration Statement 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 Statement 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 Statement 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
Statement and the Prospectus.
<PAGE>
(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 the Registration Statement 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 Statement 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 Statement 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 Statement, the Basic Prospectus, any preliminary prospectus,
or the Prospectus or any amendment to the Registration Statement 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>
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 Statement 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 Statement 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 Statement, 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 Statement or the Prospectus or
any amendment to the Registration Statement 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 Statement 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>
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>
(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>
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 Statement 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 in care of Central and South West
Corporation, 1616 Woodall Rodgers Freeway, P.O. Box 660164, Dallas, Texas
75202, attention of Stephen D.Wise, in each case with written confirmation
of such confirmation to Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan
Plaza, New York, New York 10005, Attention Robert B. Williams, 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>
EXHIBIT 10(f)
------------
__________________________________________________________________________
SUPPLEMENTAL INDENTURE
____________________
DATED JULY 1, 1995
____________________
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 KK, 6-5/8%, DUE JULY 1, 2005
__________________________________________________________________________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY
A UTILITY AND CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
<PAGE>
THIS SUPPLEMENTAL INDENTURE, dated July 1, 1995, 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, April 1, 1993 and May 1, 1994,
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 KK (hereinafter sometimes
referred to as the "bonds of Series KK" 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>
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 KK, 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 KK is to be substantially in the
following form:
(Form of face of bond of Series KK)
No. $
CENTRAL POWER AND LIGHT COMPANY
First Mortgage Bond, Series KK
6-5/8%, Due July 1, 2005
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 July, 2005, and to pay to
the registered owner interest on said sum from the date hereof at the rate
of six and five-eighths per centum per annum, payable half-yearly on the
first day of January and the first day of July in each year, commencing
January 1, 1996, 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>
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 KK)
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, April 1, 1993 and May 1, 1994, executed
and delivered by the Company to the trustees under said indenture of
mortgage, and by a further indenture supplemental thereto dated July 1,
1995, 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 KK are not redeemable prior to maturity.
<PAGE>
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 KK (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>
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 May 1, 1994, 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>
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 KK 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 KK", is hereby
created and authorized. The bonds of Series KK 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 July 1, 1995; and all bonds of said Series shall be due and
payable July 1, 2005, shall bear interest from the date thereof, at the rate
of six and five-eighths per centum per annum, payable half-yearly on the
first day of January and the first day of July 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 KK are not redeemable prior to maturity.
The bonds of Series KK 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 KK on which such
<PAGE>
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 KK 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 JJ, inclusive",
wherever the same occur in said section, and by inserting, in lieu thereof,
the words "Series A through Series KK, inclusive."
SECTION 2. Section 1 of Article VII of the Indenture is hereby amended
by striking out the words "Series A through JJ" and by inserting, in lieu
thereof, the words "Series A through KK, 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>
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 $1,461,630,000 consisting of and
represented by First Mortgage Bonds of the Company as follows:
<TABLE>
<CAPTION>
<C> <C> <C>
<S> 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 139,165,000
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
KK 6-5/8 July 1, 2005 200,000,000*
</TABLE>
__________________
* To be presently issued by the Company.
SECTION 4. This Supplemental Indenture and the bonds of Series KK
shall
be governed by and construed in accordance with the laws of the State of New
York.
<PAGE>
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>
STATE OF TEXAS )
ss.
COUNTY OF NUECES )
The foregoing instrument was acknowledged before me this ________ day
of ___________, 1995, 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>
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 __________,
1995.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE>
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 __________,
1995.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE>
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 __________, 1995.
________________________________
Notary Public
My commission expires _____________.
(NOTARIAL SEAL)
<PAGE>
