AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1997
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TEXAS UTILITIES ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 75-1837355
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
ENERGY PLAZA, 1601 BRYAN STREET
DALLAS, TEXAS 75201
(214) 812-4600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ROBERT A. WOOLDRIDGE, PETER B. TINKHAM, ESQ. ROBERT J. REGER, JR.,
ESQ. SECRETARY AND ASSISTANT ESQ.
WORSHAM, FORSYTHE TREASURER REID & PRIEST LLP
& WOOLDRIDGE, L.L.P. TEXAS UTILITIES 40 WEST 57TH STREET
ENERGY PLAZA, 1601 ELECTRIC COMPANY NEW YORK, NEW YORK
BRYAN STREET ENERGY PLAZA, 1601 10019
DALLAS, TEXAS 75201 BRYAN STREET (212) 603-2000
(214) 979-3000 DALLAS, TEXAS 75201
(214) 812-4600
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
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IT IS RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF
ALL NOTICES, ORDERS AND COMMUNICATIONS TO:
STEPHEN K. WAITE, ESQ.
WINTHROP, STIMSON, PUTNAM & ROBERTS
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
(212) 858-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT
BECOMES EFFECTIVE.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING
OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS,
PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO
BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415
UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED
ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS,
CHECK THE FOLLOWING BOX. [X]
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN
OFFERING PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE
CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION
STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION STATEMENT
FOR THE SAME OFFERING. [ ]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO
RULE 462(C) UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND
LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE
EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. [ ]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT
TO RULE 434, PLEASE CHECK THE FOLLOWING BOX. [ ]
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<PAGE>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE FEE
-------------------------------------------------------------------------
First Mortgage (1)(3) (2) (1)(2)(3) N/A
Bonds . . . . . . .
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Debt Securities . . (1)(4) (2) (1)(2)(4) N/A
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Total . . . . . $350,000,000 (2) $350,000,000 $103,250
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(1) In no event will the aggregate initial offering price of all
securities issued from time to time pursuant to this
Registration Statement exceed $350,000,000. If any such
securities are issued at an original issue discount, then
the aggregate initial offering price as so discounted shall
not exceed $350,000,000, notwithstanding that the stated
principal amount of such securities may exceed such amount.
(2) The proposed maximum initial offering price per unit will be
determined, from time to time, by the registrant in
connection with the issuance by the registrant of the
securities registered hereunder.
(3) Subject to footnote (1), there are being registered
hereunder an indeterminate principal amount of First
Mortgage Bonds as may be sold, from time to time, by the
registrant.
(4) Subject to footnote (1), there are being registered
hereunder an indeterminate principal amount of Debt
Securities as may be sold, from time to time, by the
registrant.
Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus filed as part of this Registration Statement will be
used as a combined prospectus in connection with this
Registration Statement and Registration Statement File No. 33-
83976.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
SUBJECT TO COMPLETION, DATED DECEMBER 22, 1997
PROSPECTUS
$498,850,000
TEXAS UTILITIES ELECTRIC COMPANY
FIRST MORTGAGE BONDS
DEBT SECURITIES
Texas Utilities Electric Company (Company) intends to offer
from time to time up to $498,850,000 in aggregate principal
amount of (i) its First Mortgage Bonds (New Bonds), (ii)
unsecured debt securities of the Company consisting of
debentures, notes or other unsecured evidence of indebtedness
(New Debt Securities), or (iii) any combination of the foregoing,
in one or more series at prices and on terms to be determined at
the time of sale. New Bonds and New Debt Securities are
collectively referred to herein as "Securities."
For each issue of Securities for which this Prospectus is
being delivered (Offered Bonds or Offered Debt Securities, as the
case may be, and, together, Offered Securities) there will be an
accompanying Prospectus Supplement (Prospectus Supplement) that
sets forth, without limitation and to the extent applicable, the
specific designation, aggregate principal amount, denomination,
maturity, premium, if any, rate of interest (which may be fixed
or variable) or method of calculation thereof, time of payment of
interest, any terms for redemption, any sinking fund provisions,
the initial public offering price, the principal amounts, if any,
to be purchased by underwriters and any other special terms of
the Offered Securities.
The Company may sell the Securities through underwriters,
dealers or agents, or directly to one or more of a limited number
of purchasers. If any agents of the Company or any underwriters
are involved in the sales of the Offered Securities, the names of
such agents or such underwriters and any applicable commissions
or discounts will be set forth in the Prospectus Supplement. See
PLAN OF DISTRIBUTION for possible indemnification arrangements
for underwriters and agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission (Commission) pursuant to the
Securities Exchange Act of 1934, as amended (1934 Act), are
incorporated herein by reference:
1. Annual Report on Form 10-K for the year ended December
31, 1996 (1996 10-K).
2. Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
3. Current Reports on Form 8-K, dated March 31, 1997 and
December 17, 1997.
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and prior to
the termination of the offering hereunder shall be deemed to be
incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents; provided,
however, that the documents enumerated above or subsequently
filed by the Company pursuant to Section 13 of the 1934 Act prior
to the filing with the Commission of the Company's most recent
Annual Report on Form 10-K shall not be incorporated by reference
in this Prospectus or be a part hereof from and after the filing
of such Annual Report on Form 10-K. The documents which are
incorporated by reference in this Prospectus are sometimes
hereinafter referred to as the "Incorporated Documents."
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which is deemed to be
incorporated by reference herein or in the Prospectus Supplement
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO
EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF
THIS PROSPECTUS HAS BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST
OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE INCORPORATED
DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS
PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS
(UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE
INTO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED TO: SECRETARY,
TEXAS UTILITIES ELECTRIC COMPANY, ENERGY PLAZA, 1601 BRYAN
STREET, DALLAS, TEXAS 75201, TELEPHONE NUMBER (214) 812-4600.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the 1934 Act and in accordance therewith files reports, proxy and
information statements and other information with the Commission.
Such reports, proxy and information statements and other
information filed by the Company can be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following Regional Offices of the Commission: Chicago
Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511; and New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such
material can also be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, the Commission maintains
a World Wide Web site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information filed by
the Company. Certain Depositary Shares representing fractional
interests in shares of cumulative preferred stock of the Company
2
<PAGE>
and preferred securities of certain subsidiary trusts of the
Company are listed on the New York Stock Exchange, where reports
and other information concerning the Company may be inspected.
Securityholders of the Company may obtain, upon request,
copies of an Annual Report on Form 10-K containing financial
statements as of the end of the most recent fiscal year audited
and reported upon (with an opinion expressed) by independent
auditors.
THE COMPANY
The Company was incorporated under the laws of the
State of Texas in 1982 and has perpetual existence under the
provisions of the Texas Business Corporation Act. The Company is
an electric utility engaged in the generation, purchase,
transmission, distribution and sale of electric energy wholly
within the State of Texas. The principal executive offices of the
Company are located at Energy Plaza, 1601 Bryan Street, Dallas,
Texas 75201; the telephone number is (214) 812-4600.
The Company's service area covers the north central,
eastern and western parts of Texas, with a population estimated
at 5,890,000 about one-third of the population of Texas.
Electric service is provided in 91 counties and 372 incorporated
municipalities, including Dallas, Fort Worth, Arlington, Irving,
Plano, Waco, Mesquite, Grand Prairie, Wichita Falls, Odessa,
Midland, Carrollton, Tyler, Richardson and Killeen. The area is a
diversified commercial and industrial center with substantial
banking, insurance, communications, electronics, aerospace,
petrochemical and specialized steel manufacturing, and automotive
and aircraft assembly. The territory served includes major
portions of the oil and gas fields in the Permian Basin and East
Texas, as well as substantial farming and ranching sections of
the State. It also includes the Dallas-Fort Worth International
Airport and the Alliance Airport.
The Company is the principal subsidiary of Texas Energy
Industries, Inc. (TEI), which is a subsidiary of the newly formed
holding company, Texas Utilities Company (Texas Utilities). The
other electric utility subsidiaries of TEI are Southwestern
Electric Service Company, which is engaged in the purchase,
transmission, distribution and sale of electric energy in ten
counties in the eastern and central parts of Texas with a
population estimated at 126,900, and Texas Utilities Australia
Pty. Ltd., owner of Eastern Energy Limited, which is engaged in
the purchase, distribution, marketing and sale of electric energy
to approximately 481,000 customers in the State of Victoria,
Australia. TEI also has three other subsidiaries which perform
specialized functions within the Texas Utilities system: Texas
Utilities Fuel Company owns a natural gas pipeline system,
acquires, stores and delivers fuel gas and provides other fuel
services at cost for the generation of electric energy by the
Company; Texas Utilities Mining Company owns, leases and operates
fuel production facilities for the surface mining and recovery of
lignite at cost for the generation of electric energy by the
Company; and Texas Utilities Services Inc. provides financial,
accounting, information technology, environmental services,
customer services, personnel, procurement and other
administrative services at cost. In August 1997, Texas Utilities
became the holding company for both TEI and ENSERCH Corporation
(ENSERCH). Pursuant to the transaction, Lone Star Gas Company
and Lone Star Pipeline Company, the local distribution and
pipeline divisions of ENSERCH, and other businesses, excluding
Enserch Exploration Inc. and Lone Star Energy Plant Operations,
Inc., formerly subsidiaries of ENSERCH, were acquired by Texas
Utilities. In addition, in November 1997, Texas Utilities
acquired Lufkin-Conroe Communications Co. (LCC). LCC offers
long-distance, cellular, internet and other services and provides
local telephone services in Southeast Texas.
3
<PAGE>
USE OF PROCEEDS
The Company is offering hereby a maximum of $498,850,000
aggregate principal amount of Securities. The net proceeds to be
received by the Company from the sale of the Securities, together
with funds from operations, are expected to be used for the
redemption or repurchase of certain of its outstanding debt and
preferred stock, and may also be used to meet expenditures for
its construction program and for other corporate purposes,
including the repayment of short-term borrowings incurred for
similar purposes and outstanding at the time of any such sale.
Proceeds may be temporarily invested in short-term instruments
pending their application to the foregoing purposes.
Reference is made to the Incorporated Documents with respect
to the Company's estimated capital expenditures and its general
financing plan and capabilities. Reference is also made to the
Prospectus Supplement applicable to each series of Offered
Securities.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for each of the years
ended December 31, 1992 through 1996 and the twelve months ended
September 30, 1997 was 2.48, 2.00, 2.45, 2.02, 2.95 and 2.84,
respectively. The computation of the ratio of earnings to fixed
charges does not include interest payments made by affiliated
companies on senior notes, which are recovered currently through
the fuel component of rates.
DESCRIPTION OF NEW BONDS
General. The New Bonds are to be issued under the Company's
Mortgage and Deed of Trust, dated as of December 1, 1983, as
supplemented, with The Bank of New York, Trustee (Mortgage
Trustee), referred to herein as the "Mortgage." Whenever
particular provisions or defined terms in the Mortgage are
referred to under this DESCRIPTION OF NEW BONDS, such provisions
or defined terms are incorporated by reference herein.
As herein summarized, bonds now or hereafter issued under
the Mortgage (Bonds) are, or will be, secured by a first mortgage
Lien on certain property of the Company. Bonds issued under the
Mortgage are equally secured and pari passu.
The Mortgage is an exhibit to the Registration Statement.
The statements herein concerning the Mortgage, the New Bonds and
the Bonds are merely an outline and do not purport to be
complete. Such statements include terms defined in the Mortgage
and are qualified in their entirety by reference to the Mortgage.
The New Bonds will be issuable in the form of fully
registered bonds in denominations of $1,000 and any multiple
thereof, unless otherwise specified in the Prospectus Supplement.
The New Bonds may be transferred without charge, other than for
applicable taxes or other governmental charges, at The Bank of
New York, New York, New York.
Maturity and Interest Payments. Reference is made to the
Prospectus Supplement for the date or dates on which the Offered
Bonds will mature; the rate or rates per annum at which the
Offered Bonds will bear interest; and the times at which such
interest will be payable.
Redemption, Repayment or Purchase of New Bonds. The New
Bonds may be redeemable, in whole or in part, on not less than 30
days' notice either at the option of the Company or as required
by the Mortgage.
4
<PAGE>
Reference is made to the Prospectus Supplement for the
redemption terms, if any, and other specific terms of the Offered
Bonds.
If, at the time notice of redemption is given, the
redemption moneys are not held by the Mortgage Trustee, the
redemption may be made subject to their receipt on or before the
date fixed for redemption and such notice shall be of no effect
unless such moneys are so received.
While the Mortgage contains provisions for the maintenance
of the Mortgaged and Pledged Property, the Mortgage does not
permit redemption of Bonds pursuant to these provisions. There is
no sinking fund under the Mortgage.
Cash deposited under any provisions of the Mortgage may be
applied (with certain exceptions) to the purchase or redemption
of Bonds of any series. (Mortgage, Arts. XII and XIII.)
In addition to or in lieu of any terms of redemption, the
Company may grant holders of a particular series of New Bonds the
right to tender their bonds prior to maturity to the Company for
repayment at stated prices and at stated times. Reference is made
to the Prospectus Supplement for the terms of any such right to
tender New Bonds.
Security and Priority. The Bonds issued under the Mortgage
will be secured by a first mortgage Lien of the Mortgage.
Substantially all of the Company's property is subject to the
Lien of the Mortgage.
The Lien of the Mortgage is subject to Excepted
Encumbrances, including tax and construction liens, purchase
money liens and certain other exceptions.
There are excepted from the Lien of the Mortgage all cash
and securities (except those specifically deposited); equipment,
materials or supplies held for sale or other disposition; any
fuel and similar consumable materials and supplies; automobiles,
other vehicles, aircraft and vessels; timber, minerals, mineral
rights and royalties; receivables, contracts, leases and
operating agreements; electric energy, gas, water, steam, ice and
other products for sale, distribution or other use; natural gas
wells; and gas transportation lines or other property used in the
sale of natural gas to customers or to a natural gas distribution
or pipeline company, up to the point of connection with any
distribution system.
The Mortgage contains provisions subjecting after-acquired
property to the Lien thereof. These provisions may be limited, at
the option of the Company, in the case of consolidation, merger
or sale of substantially all of the Company's assets. (Mortgage,
Sec. 18.03.) In addition, after-acquired property may be subject
to purchase money mortgages and other liens or defects in title.
The Mortgage provides that the Mortgage Trustee shall have a
lien upon the mortgaged property, prior to the Bonds, for the
payment of its reasonable compensation and expenses and for
indemnity against certain liabilities. (Mortgage, Sec. 19.09.)
Issuance of Additional Bonds. The maximum principal amount
of Bonds which may be issued under the Mortgage is not limited.
Bonds of any series may be issued from time to time on the basis
of: (1) 70% of qualified Property Additions after adjustments to
offset retirements; (2) retirement of Bonds or certain prior lien
bonds; and/or (3) deposits of cash. With certain exceptions in
the case of (2) above, the issuance of Bonds is subject to
Adjusted Net Earnings of the Company (before income taxes) being,
for 12 out of the preceding 15 months, equal to at least twice
the Annual Interest Requirements on all Bonds at the time
outstanding, including the additional issue and all other
indebtedness of prior rank. In general, interest on variable
interest bonds, if any, is calculated using the average rate in
effect during such 12 month period.
5
<PAGE>
Property Additions generally include electric, gas, steam
and/or hot water utility property but not fuel, securities,
automobiles, other vehicles or aircraft, or property used
principally for the production or gathering of natural gas.
Unfunded net Property Additions, at cost, of approximately
$7,544,000,000.00 were available under the Mortgage as of October
31, 1997. Up to approximately $5,281,000,000.00 aggregate principal
amount of Bonds could be issued based on such Property Additions.
In addition, approximately $1,738,000,000.00 aggregate principal
amount of Bonds could be issued on the basis of Bonds that have
been retired, subject, where applicable, to the earnings test and
other requirements of the Mortgage.
The issuance of Bonds on the basis of Property Additions
subject to prior liens is restricted. (Mortgage, Secs. 1.04 to
1.07 and 3.01 to 7.01.)
Release and Substitution of Property. Property subject to
the Lien of the Mortgage may be released upon the basis of: (1)
the deposit of cash or, to a limited extent, purchase money
mortgages, (2) Property Additions, after making adjustments for
certain prior lien bonds outstanding against Property Additions,
and/or (3) waiver of the right to issue Bonds. Cash may be
withdrawn upon the bases stated in (2) and (3) above. When
property released is not funded property, Property Additions used
to effect the release may be available as credits under the
Mortgage. Similar provisions are in effect as to cash proceeds of
such property. The Mortgage contains special provisions with
respect to certain prior lien bonds deposited and disposition of
moneys received on deposited prior lien bonds. (Mortgage, Secs.
1.05, 7.02, 7.03, 9.05, 10.01 to 10.04 and 13.03 to 13.09.)
Dividend Restrictions. The Mortgage provides that the
Company may declare or pay dividends (other than dividends
payable solely in shares of its common stock) on any shares of
its common stock only out of the unreserved and unrestricted
retained earnings of the Company and will not make any such
declaration or payment when the Company is insolvent, or when the
payment thereof would render the Company insolvent. (Mortgage,
Sec. 9.07.) The amount restricted is subject to being increased
or decreased on the basis of various factors, and any restricted
retained earnings can be otherwise used by the Company. Reference
is made to the Incorporated Documents for information relating to
other restrictions.
Special Provisions for Retirement of Bonds. If mortgaged
property is condemned or sold (other than in a project to be
jointly owned by the Company and others) to any governmental
authority resulting in the receipt of $50,000,000 or more as
proceeds, the Company (subject to certain conditions) must apply
such proceeds, less certain deductions, to the retirement of
Bonds. (Mortgage, Sec. 9.14.)
Modification. The rights of bondholders may be modified
with the consent of holders of 60% of the Bonds, or, if less than
all series of Bonds are adversely affected, the consent of the
holders of 60% of the Bonds adversely affected and (unless Bonds
issued prior to 1989 are retired or the holders thereof otherwise
consent) of the holders of a majority of all Bonds. In general,
no modification of the terms of payment of principal, premium, if
any, or interest and no modification affecting the Lien or
reducing the percentage required for modification is effective
against any bondholder without such holder's consent. (Mortgage,
Art. XXI.)
Defaults and Notice Thereof. Defaults are defined in the
Mortgage as: default in payment of principal; default for 60 days
in payment of interest or an installment of any fund required to
be applied to the purchase or redemption of any Bonds; default in
payment of principal or interest with respect to certain prior
lien bonds; certain events in bankruptcy, insolvency or
reorganization; and default in other covenants for 90 days after
notice. (Mortgage, Sec. 15.01.) The Mortgage Trustee may withhold
notice of default (except in the case of a default in the payment
of principal, interest or an installment of any fund required to
be applied to the purchase or redemption of any Bonds) if it
determines that it is in the best interest of the bondholders.
(Mortgage, Sec. 15.02.)
6
<PAGE>
The Mortgage Trustee or the holders of 25% of the Bonds may
declare the principal and interest due and payable on Default,
but a majority may annul such declaration if such Default has
been cured. (Mortgage, Sec. 15.03.) No holder of Bonds may
enforce the Lien of the Mortgage without giving the Mortgage
Trustee written notice of a Default and unless the holders of 25%
of the Bonds have requested the Mortgage Trustee to act and have
offered it reasonable opportunity to act and indemnity
satisfactory to it against the costs, expenses and liabilities to
be incurred thereby and the Mortgage Trustee shall have failed to
act. (Mortgage, Sec. 15.16.) The holders of a majority of the
Bonds may direct the time, method and place of conducting any
proceedings for any remedy available to the Mortgage Trustee or
exercising any trust or power conferred on the Mortgage Trustee.
(Mortgage, Sec. 15.07.) The Mortgage Trustee is not required to
risk its funds or incur personal liability if there is reasonable
ground for believing that repayment is not reasonably assured.
(Mortgage, Sec. 19.08.)
Satisfaction and Discharge of Mortgage. Upon the Company's
making due provision for the payment of all of the Bonds and
paying all other sums due under the Mortgage, the Mortgage shall
cease to be of further effect and may be satisfied and discharged
of record. (Mortgage, Art. XX.)
Evidence to be Furnished to the Mortgage Trustee.
Compliance with Mortgage provisions is evidenced by written
statements of Company officers or persons selected or paid by the
Company. In certain cases, opinions of counsel and certification
of an engineer, accountant, appraiser or other expert (who in
some cases must be independent) must be furnished. The Company
must give the Mortgage Trustee an annual statement as to whether
or not the Company has fulfilled its obligations under the
Mortgage throughout the preceding calendar year.
DESCRIPTION OF NEW DEBT SECURITIES
The New Debt Securities will be issued in one or more series
under an Indenture (For Unsecured Debt Securities) dated as of
August 1, 1997, between the Company and The Bank of New York,
Trustee (Indenture Trustee), referred to herein as the
"Indenture." The following description of the terms of the New
Debt Securities does not purport to be complete and is qualified
in its entirety by reference to (i) the Indenture and (ii) one or
more officer's certificates establishing the New Debt Securities
to which a form of Debt Security is attached. Whenever
particular provisions or defined terms in the Indenture are
referred to under this DESCRIPTION OF NEW DEBT SECURITIES, such
provisions or defined terms are incorporated by reference herein.
General. The Indenture provides for the issuance of
debentures, notes or other unsecured evidence of indebtedness,
including the New Debt Securities, by the Company (each a Debt
Security and together the Debt Securities) in an unlimited amount
from time to time. All Debt Securities will be unsecured
obligations of the Company. All Debt Securities issued under the
Indenture will rank equally and ratably with all other Debt
Securities issued under the Indenture. The Indenture does not
limit other unsecured debt. The Company's financial statements
included in the Incorporated Documents show the total amount of
unsecured debt, including Debt Securities, and of the Company's
First Mortgage Bonds outstanding at the date of such statements.
See the Prospectus Supplement applicable to each series of
Offered Debt Securities.
The applicable Prospectus Supplement or Prospectus
Supplements will describe the following terms of the New Debt
Securities of the related series: (1) the title of such New Debt
Securities; (2) any limit upon the aggregate principal amount of
such New Debt Securities; (3) the date or dates on which the
principal of such New Debt Securities is payable or the method
of determination thereof; (4) the rate or rates, if any, or the
method by which such rate will be determined, at which such New
Debt Securities will bear interest, if any, the date or dates
from which any such interest will accrue, the Interest Payment
Dates on which any such interest will be payable and the Regular
Record Date for any interest payable on any Interest Payment Date
and the Person or Persons to whom interest on such New Debt
Securities will be payable on any Interest Payment Date, if other
than the Persons in whose names such New Debt Securities are
registered at the close of business on the Regular Record Date
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for such interest; (5) the place or places where, subject to the
terms of the Indenture as described below under Payment and
Paying Agents, the principal of and premium, if any, and interest
on such New Debt Securities will be payable and where, subject to
the terms of the Indenture as described below under Registration
and Transfer, such New Debt Securities may be presented for
registration of transfer or exchange and the place or places
where notices and demands to or upon the Company in respect of
such New Debt Securities and the Indenture may be served; the
Security Registrar for such New Debt Securities; and, if such is
the case, that the principal of such New Debt Securities will be
payable without presentment or surrender thereof; (6) the period
or periods within, or date or dates on, which, the price or
prices at which and the terms and conditions upon which such New
Debt Securities may be redeemed, in whole or in part, at the
option of the Company; (7) the obligation or obligations, if any,
of the Company to redeem or purchase any of such New Debt
Securities pursuant to any sinking fund or other mandatory
redemption provisions or at the option of the Holder thereof, and
the period or periods within which, or the date or dates on
which, the price or prices at which and the terms and conditions
upon which such New Debt Securities will be redeemed or
purchased, in whole or in part, pursuant to such obligation, and
applicable exceptions to the requirements of a notice of
redemption in the case of mandatory redemption or redemption at
the option of the Holder; (8) the denominations in which any such
New Debt Securities will be issuable, if other than denominations
of $1,000 and any integral multiple thereof; (9) the currency or
currencies, including composite currencies in which the principal
of or any premium or interest on such New Debt Securities will be
payable (if other than in Dollars); (10) if the principal of or
any premium or interest on such New Debt Securities is to be
payable, at the election of the Company or the Holder thereof, in
a coin or currency other than that in which such New Debt
Securities are stated to be payable, the period or periods within
which and the terms and conditions upon which, such election is
to be made; (11) if the principal of or premium or interest on
such New Debt Securities is to be payable, or is to be payable at
the election of the Company or a Holder thereof, in securities or
other property, the type and amount of such securities or other
property, or the method or other means by which such amount will
be determined, and the period or periods within which, and the
terms and conditions upon which, any such election may be made;
(12) if the amount payable in respect of principal of or any
premium or interest on such New Debt Securities may be determined
with reference to an index or other fact or event ascertainable
outside of the Indenture, the manner in which such amounts will
be determined; (13) if other than the principal amount thereof,
the portion of the principal amount of such New Debt Securities
which will be payable upon declaration of acceleration of the
Maturity thereof; (14) any Events of Default, in addition to
those specified in the Indenture, with respect to such New Debt
Securities and any covenants of the Company for the benefit of
the Holders of such New Debt Securities, in addition to those
specified in the Indenture; (15) the terms, if any, pursuant to
which such New Debt Securities may be converted into or exchanged
for shares of capital stock or other securities of the Company or
any other Person; (16) the obligations or instruments, if any,
which will be considered to be Eligible Obligations in respect of
such New Debt Securities denominated in a currency other than
Dollars or in a composite currency, and any additional or
alternative provisions for the reinstatement of the Company's
indebtedness in respect of such New Debt Securities after the
satisfaction and discharge thereof; (17) if such New Debt
Securities are to be issued in global form, (i) any limitations
on the rights of the Holders of such New Debt Securities to
transfer or exchange the same or to obtain the registration of
transfer thereof, (ii) any limitations on the rights of the
Holders thereof to obtain certificates therefor in definitive
form in lieu of temporary form and (iii) any and all other
matters incidental to such New Debt Securities; (18) if such New
Debt Securities are to be issuable as bearer securities any and
all matters incidental thereto; (19) to the extent not addressed
in item (17) above, any limitations on the rights of the Holders
of such New Debt Securities to transfer or exchange such New Debt
Securities or to obtain the registration of transfer thereof, and
if a service charge will be made for the registration of transfer
or exchange of such New Debt Securities, the amount or terms
thereof; (20) any exceptions to the provisions governing payments
due on legal holidays or any variations in the definition of
Business Day with respect to such New Debt Securities; and (21)
any other terms of such New Debt Securities, not inconsistent
with the provisions of the Indenture. (Indenture, Section 301).
New Debt Securities may be sold at a discount below their
principal amount. Certain special United States Federal income
tax considerations, if any, applicable to New Debt Securities
sold at an original issue discount may be described in the
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applicable Prospectus Supplement. In addition, certain special
United States Federal income tax or other considerations, if any,
applicable to any New Debt Securities which are denominated in a
currency or currency unit other than Dollars may be described in
the applicable Prospectus Supplement.
Except as may otherwise be described in the applicable
Prospectus Supplement, the covenants contained in the Indenture
would not afford Holders of New Debt Securities protection in the
event of a highly-leveraged transaction involving the Company.
Payment and Paying Agents. Except as may be provided in the
applicable Prospectus Supplement, interest, if any, on each Debt
Security payable on each Interest Payment Date will be paid to
the Person in whose name such Debt Security is registered as of
the close of business on the Regular Record Date relating to such
Interest Payment Date; provided, however, that interest payable
at maturity (whether at stated maturity, upon redemption or
otherwise, hereinafter a Maturity) will be paid to the Person to
whom principal is paid. However, if there has been a default in
the payment of interest on any Debt Security, such defaulted
interest may be payable to the Holder of such Debt Security as of
the close of business on a date selected by the Indenture Trustee
which is not more than 15 days and not less than 10 days prior to
the date proposed by the Company for payment on such defaulted
interest or in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Debt
Security may be listed, if the Indenture Trustee deems such
manner of payment practicable (Indenture, Section 307).
Unless otherwise specified in the applicable Prospectus
Supplement, the principal of and premium, if any, and interest
on, the Debt Securities at Maturity will be payable upon
presentation of the Debt Securities at the corporate trust office
of The Bank of New York, in The City of New York, as Paying Agent
for the Company. The Company may change the Place of Payment on
the Debt Securities, may appoint one or more additional Paying
Agents (including the Company) and may remove any Paying Agent,
all at its discretion (Indenture, Section 602).
Registration and Transfer. Unless otherwise specified in
the applicable Prospectus Supplement, the transfer of Debt
Securities may be registered, and Debt Securities may be
exchanged for other Debt Securities of the same series or
tranche, of authorized denominations and of like tenor and
aggregate principal amount, at the corporate trust office of The
Bank of New York in The City of New York, as Security Registrar
for the Debt Securities. The Company may change the place for
registration of transfer and exchange of the Debt Securities and
may designate one or more additional places for such registration
and exchange, all at its discretion. Except as otherwise provided
in the applicable Prospectus Supplement, no service charge will
be made for any transfer or exchange of the Debt Securities, but
the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of the
Debt Securities. The Company will not be required to execute or
to provide for the registration of transfer of, or the exchange
of, (a) any Debt Security during a period of 15 days prior to
giving any notice of redemption or (b) any Debt Security selected
for redemption in whole or in part, except the unredeemed portion
of any Debt Security being redeemed in part (Indenture, Section
305).
Defeasance. The principal amount of any series of Debt
Securities issued under the Indenture will be deemed to have been
paid for purposes of the Indenture and the entire indebtedness of
the Company in respect thereof will be deemed to have been
satisfied and discharged if there shall have been irrevocably
deposited with the Indenture Trustee or any paying agent, in
trust: (a) money in an amount which will be sufficient, or (b)
in the case of a deposit made prior to the maturity of such Debt
Securities, Eligible Obligations (as defined below), the
principal of and the interest on which when due, without any
regard to reinvestment thereof, will provide moneys which,
together with the money, if any, deposited with or held by the
Indenture Trustee, will be sufficient, or (c) a combination of
(a) and (b) which will be sufficient, to pay when due the
principal of and premium, if any, and interest, if any, due and
to become due on the Debt Securities of such series that are
Outstanding. For this purpose, Eligible Obligations include
direct obligations of, or obligations unconditionally guaranteed
by, the United States entitled to the benefit of the full faith
and credit thereof and certificates, depositary receipts or other
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<PAGE>
instruments which evidence a direct ownership interest in such
obligations or in any specific interest or principal payments due
in respect thereof and which do not contain provisions permitting
the redemption or other prepayment thereof at the option of the
issuer thereof.
Consolidation, Merger, and Sale of Assets. Under the terms
of the Indenture, the Company may not consolidate with or merge
into any other entity or convey, transfer or lease its properties
and assets substantially as an entirety to any entity, unless
(i) the corporation formed by such consolidation or into which
the Company is merged or the entity which acquires by conveyance
or transfer, or which leases, the property and assets of the
Company substantially as an entirety shall be an entity organized
and validly existing under the laws of any domestic jurisdiction
and such entity expressly assumes the Company's obligations on
all Debt Securities and under the Indenture, (ii) immediately
after giving effect to the transaction, no Event of Default, and
no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be
continuing, and (iii) the Company shall have delivered to the
Indenture Trustee an Officer's Certificate and an Opinion of
Counsel as provided in the Indenture (Indenture, Section 1101).
The terms of the Indenture do not restrict the Company in a
merger in which the Company is the surviving entity.
Events of Default. Each of the following will constitute an
Event of Default under the Indenture with respect to the Debt
Securities of any series: (a) failure to pay any interest on the
Debt Securities of such series within 30 days after the same
becomes due and payable; (b) failure to pay principal or premium,
if any, on the Debt Securities of such series when due and
payable; (c) failure to perform, or breach of, any other covenant
or warranty of the Company in the Indenture (other than a
covenant or warranty of the Company in the Indenture solely for
the benefit of one or more series of Debt Securities other than
such series) for 90 days after written notice to the Company by
the Indenture Trustee, or to the Company and the Indenture
Trustee by the Holders of at least 33% in principal amount of the
Debt Securities of such series Outstanding under the Indenture as
provided in the Indenture; (d) the entry by a court having
jurisdiction in the premises of (1) a decree or order for relief
in respect of the Company in an involuntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order
adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition by one or more Persons other than the
Company seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar
official for the Company or for any substantial part of its
property, or ordering the winding up or liquidation of its
affairs, and any such decree or order for relief or any such
other decree or order shall have remained unstayed and in effect
for a period of 90 consecutive days; and (e) the commencement by
the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the
consent by it to the entry of a decree or order for relief in
respect of the Company in a case or other similar proceeding or
to the commencement of any bankruptcy or insolvency case or
proceeding against it under any applicable Federal or State law
or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State
law, or the consent by it to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official
of the Company of any substantial part of its property, or the
making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts
generally as they become due, or the authorization of such action
by the Board of Directors (Indenture, Section 801).
An Event of Default with respect to the Debt Securities of a
particular series may not necessarily constitute an Event of
Default with respect to Debt Securities of any other series
issued under the Indenture.
Remedies. If an Event of Default due to the default in
payment of principal of or interest on any series of Debt
Securities or due to the default in the performance or breach of
any other covenant or warranty of the Company applicable to the
Debt Securities of such series but not applicable to all series
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occurs and is continuing, then either the Indenture Trustee or
the Holders of 33% in principal amount of the Outstanding Debt
Securities of such series may declare the principal of all of the
Debt Securities of such series and interest accrued thereon to be
due and payable immediately. If an Event of Default due to the
default in the performance of any other covenants or agreements
in the Indenture applicable to all Outstanding Debt Securities or
due to certain events of bankruptcy, insolvency or reorganization
of the Company has occurred and is continuing, either the
Indenture Trustee or the Holders of not less than 33% in
principal amount of all Outstanding Debt Securities, considered
as one class, and not the Holders of the Debt Securities of any
one of such series, may make such declaration of acceleration.
There is no automatic acceleration, even in the event of
bankruptcy, insolvency or reorganization of the Company.
At any time after the declaration of acceleration with
respect to the Debt Securities of any series has been made and
before a judgment or decree for payment of the money due has been
obtained, the Event or Events of Default giving rise to such
declaration of acceleration will, without further act, be deemed
to have been waived, and such declaration and its consequences
will, without further act, be deemed to have been rescinded and
annulled, if
(a) the Company has paid or deposited with the Indenture
Trustee a sum sufficient to pay
(1) all overdue interest on all Debt Securities of
such series;
(2) the principal of and premium, if any, on any Debt
Securities of such series which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate
or rates prescribed therefor in such Debt Securities;
(3) interest upon overdue interest at the rate or
rates prescribed therefor in such Debt Securities, to the extent
that payment of such interest is lawful; and
(4) all amounts due to the Indenture Trustee under the
Indenture; and
(b) any other Event or Events of Default with respect to
Debt Securities of such series, other than the nonpayment of the
principal of the Debt Securities of such series which has become
due solely by such declaration of acceleration, have been cured
or waived as provided in the Indenture (Indenture, Section 802).
Subject to the provisions of the Indenture relating to the
duties of the Indenture Trustee in case an Event of Default shall
occur and be continuing, the Indenture Trustee will be under no
obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Indenture Trustee
reasonable indemnity (Indenture, Section 903). If an Event of
Default has occurred and is continuing in respect of a series of
Debt Securities, subject to such provisions for the
indemnification of the Indenture Trustee, the Holders of a
majority in principal amount of the Outstanding Debt Securities
of such series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to
the Indenture Trustee, or exercising any trust or power conferred
on the Indenture Trustee, with respect to the Debt Securities of
such series; provided, however, that if an Event of Default
occurs and is continuing with respect to more than one series of
Debt Securities, the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of all such series,
considered as one class, will have the right to make such
direction, and not the Holders of the Debt Securities of any one
of such series; and provided, further, that such direction will
not be in conflict with any rule of law or with the Indenture
(Indenture, Section 812).
No Holder of Debt Securities of any series will have any
right to institute any proceeding with respect to the Indenture,
or for the appointment of a receiver or a trustee, or for any
other remedy thereunder, unless (i) such Holder has previously
given to the Indenture Trustee written notice of a continuing
Event of Default with respect to the Debt Securities of such
series, (ii) the Holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of all series in
respect of which an Event of Default has occurred and is
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continuing, considered as one class, have made written request to
the Indenture Trustee, and such Holders have offered reasonable
indemnity to the Indenture Trustee, to institute such proceeding
in respect of such Event of Default in its own name as Indenture
Trustee and (iii) the Indenture Trustee has failed to institute
any proceeding, and has not received from the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of such series a direction inconsistent with such
request, within 60 days after such notice, request and offer
(Indenture, Section 807). However, such limitations do not apply
to a suit instituted by a Holder of a Debt Security for the
enforcement of payment of the principal of or any premium or
interest on such Debt Security on or after the applicable due
date specified in such Debt Security (Indenture, Section 808).
The Company will be required to furnish to the Indenture
Trustee annually a statement by an appropriate officer as to such
officer's knowledge of the Company's compliance with all
conditions and covenants under the Indenture, such compliance to
be determined without regard to any period of grace or
requirement of notice under the Indenture (Indenture, Section
606).
Modification and Waiver. Without the consent of any Holder
of Debt Securities, the Company and the Indenture Trustee may
enter into one or more supplemental indentures for any of the
following purposes: (a) to evidence the assumption by any
permitted successor to the Company of the covenants of the
Company in the Indenture and in the Debt Securities; or (b) to
add one or more covenants of the Company or other provisions for
the benefit of all Holders or for the benefit of the Holders of,
or to remain in effect only so long as there shall be
Outstanding, Debt Securities of one or more specified series, or
one or more specified Tranches thereof, or to surrender any right
or power conferred upon the Company by the Indenture; or (c) to
add any additional Events of Default with respect to Outstanding
Debt Securities; or (d) to change or eliminate any provision of
the Indenture or to add any new provision to the Indenture,
provided that if such change, elimination or addition will
adversely affect the interests of the Holders of Debt Securities
of any series or Tranche in any material respect, such change,
elimination or addition will become effective with respect to
such series or Tranche only (1) when the consent of the Holders
of Debt Securities of such series or Tranche has been obtained in
accordance with the Indenture, or (2) when no Debt Securities of
such series or Tranche remain Outstanding under the Indenture; or
(e) to provide collateral security for all but not part of the
Debt Securities; or (f) to establish the form or terms of Debt
Securities of any other series or Tranche as permitted by the
Indenture; or (g) to provide for the authentication and delivery
of bearer securities and coupons appertaining thereto
representing interest, if any, thereon and for the procedures for
the registration, exchange and replacement thereof and for the
giving of notice to, and the solicitation of the vote or consent
of, the Holders thereof, and for any and all other matters
incidental thereto; or (h) to evidence and provide for the
acceptance of appointment of a successor Indenture Trustee with
respect to the Debt Securities of one or more series and to add
to or change any of the provisions of the Indenture as shall be
necessary to provide for or to facilitate the administration of
the trusts under the Indenture by more than one trustee; or (i)
to provide for the procedures required to permit the utilization
of a noncertificated system of registration for the Debt
Securities of all or any series or Tranche; or (j) to change any
place where (1) the principal of and premium, if any, and
interest, if any, on all or any series or Tranche of Debt
Securities shall be payable, (2) all or any series or Tranche of
Debt Securities may be surrendered for registration of transfer
or exchange and (3) notices and demands to or upon the Company in
respect of Debt Securities and the Indenture may be served; or
(k) to cure any ambiguity or inconsistency or to add or change
any other provisions with respect to matters and questions
arising under the Indenture, provided such changes or additions
shall not adversely affect the interests of the Holders of Debt
Securities of any series or Tranche in any material respect
(Indenture, Section 1201).
The Holders of a majority in aggregate principal amount of
the Debt Securities of all series then Outstanding may waive
compliance by the Company with certain restrictive provisions of
the Indenture (Indenture, Section 607). The Holders of a
majority in principal amount of the Outstanding Debt Securities
of any series may waive any past default under the Indenture with
respect to such series, except a default in the payment of
principal, premium, or interest and certain covenants and
provisions of the Indenture that cannot be modified or be amended
without the consent of the Holder of each Outstanding Debt
Security of such series affected (Indenture, Section 813).
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Without limiting the generality of the foregoing, if the
Trust Indenture Act is amended after the date of the Indenture in
such a way as to require changes to the Indenture or the
incorporation therein of additional provisions or so as to permit
changes to, or the elimination of, provisions which, at the date
of the Indenture or at any time thereafter, were required by the
Trust Indenture Act to be contained in the Indenture, the
Indenture will be deemed to have been amended so as to conform to
such amendment of the Trust Indenture Act or to effect such
changes, additions or elimination, and the Company and the
Indenture Trustee may, without the consent of any Holders, enter
into one or more supplemental indentures to evidence or effect
such amendment (Indenture, Section 1201).
Except as provided above, the consent of the Holders of a
majority in aggregate principal amount of the Debt Securities of
all series then Outstanding, considered as one class, is required
for the purpose of adding any provisions to, or changing in any
manner, or eliminating any of the provisions of, the Indenture or
modifying in any manner the rights of the Holders of such Debt
Securities under the Indenture pursuant to one or more
supplemental indentures; provided, however, that if less than all
of the series of Outstanding Debt Securities are directly
affected by a proposed supplemental indenture, then the consent
only of the Holders of a majority in aggregate principal amount
of Outstanding Debt Securities of all series so directly
affected, considered as one class, shall be required; and
provided, further, that if the Debt Securities of any series
shall have been issued in more than one Tranche and if the
proposed supplemental indenture shall directly affect the rights
of the Holders of Debt Securities of one or more, but less than
all, of such Tranches, then the consent only of the Holders of a
majority in aggregate principal amount of the Outstanding Debt
Securities of all Tranches so directly affected, considered as
one class, will be required; and provided further, that no such
amendment or modification may (a) change the Stated Maturity of
the principal of, or any installment of principal of or interest
on, any Debt Security, or reduce the principal amount thereof or
the rate of interest thereon (or the amount of any installment of
interest thereon) or change the method of calculating such rate
or reduce any premium payable upon the redemption thereof, or
change the coin or currency (or other property) in which any Debt
Security or any premium or the interest thereon is payable, or
impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity of any Debt Security
(or, in the case of redemption, on or after the redemption date)
without, in any such case, the consent of the Holder of such Debt
Security, (b) reduce the percentage in principal amount of the
Outstanding Debt Security of any series, or any Tranche thereof,
the consent of the Holders of which is required for any such
supplemental indenture, or the consent of the Holders of which is
required for any waiver of compliance with any provision of the
Indenture or any default thereunder and its consequences, or
reduce the requirements for quorum or voting, without, in any
such case, the consent of the Holder of each outstanding Debt
Security of such series or Tranche, or (c) modify certain of the
provisions of the Indenture relating to supplemental indentures,
waivers of certain covenants and waivers of past defaults with
respect to the Debt Security of any series or Tranche, without
the consent of the Holder of each Outstanding Debt Security
affected thereby. A supplemental indenture which changes or
eliminates any covenant or other provision of the Indenture which
has expressly been included solely for the benefit of one or more
particular series of Debt Securities or one or more Tranches
thereof, or modifies the rights of the Holders of Debt Securities
of such series with respect to such covenant or other provision,
will be deemed not to affect the rights under the Indenture of
the Holders of the Debt Securities of any other series or Tranche
(Indenture, Section 1202).
The Indenture provides that in determining whether the
Holders of the requisite principal amount of the Outstanding Debt
Securities have given any request, demand, authorization,
direction, notice, consent or waiver under the Indenture, or
whether a quorum is present at the meeting of the Holders of Debt
Securities, Debt Securities owned by the Company or any other
obligor upon the Debt Securities or any affiliate of the Company
or of such other obligor (unless the Company, such affiliate or
such obligor owns all Debt Securities Outstanding under the
Indenture, determined without regard to this provision) shall be
disregarded and deemed not to be Outstanding.
If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, election,
waiver or other Act, the Company may, at its option, fix in
advance a record date for the determination of Holders entitled
to give such request, demand, authorization, direction, notice,
consent, waiver or other such act, but the Company shall have no
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obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent,
waiver or other Act may be given before or after such record
date, but only the Holders of record at the close of business on
such record date shall be deemed to be Holders for the purposes
of determining whether Holders of the requisite proportion of the
Outstanding Debt Securities have authorized or agreed or
consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the
Outstanding Debt Securities shall be computed as of the record
date. Any request, demand, authorization, direction, notice,
consent, election, waiver or other Act of a Holder shall bind
every future Holder of the same Debt Security and the Holder of
every Debt Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Indenture
Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Debt Security
(Indenture, Section 104).
Resignation of Indenture Trustee. The Indenture Trustee may
resign at any time by giving written notice thereof to the
Company or may be removed at any time by Act of the Holders of a
majority in principal amount of all series of Debt Securities
then Outstanding delivered to the Indenture Trustee and the
Company. No resignation or removal of the Indenture Trustee and
no appointment of a successor trustee will become effective until
the acceptance of appointment by a successor trustee in
accordance with the requirements of the Indenture. So long as no
Event of Default or event which, after notice or lapse of time,
or both, would become an Event of Default has occurred and is
continuing and except with respect to an Indenture Trustee
appointed by Act of the Holders, if the Company has delivered to
the Indenture Trustee a resolution of its Board of Directors
appointing a successor trustee and such successor has accepted
such appointment in accordance with the terms of the Indenture,
the Indenture Trustee will be deemed to have resigned and the
successor will be deemed to have been appointed as trustee in
accordance with the Indenture (Indenture, Section 910).
Notices. Notices to Holders of Debt Securities will be
given by mail to the addresses of such Holders as they may appear
in the security register therefor.
Title. The Company, the Indenture Trustee, and any agent of
the Company or the Indenture Trustee, may treat the Person in
whose name Debt Securities are registered as the absolute owner
thereof (whether or not such Debt Securities may be overdue) for
the purpose of making payments and for all other purposes
irrespective of notice to the contrary.
Governing Law. The Indenture and the Debt Securities will
be governed by, and construed in accordance with, the laws of the
State of New York.
Regarding the Indenture Trustee. The Indenture Trustee
under the Indenture is The Bank of New York. In addition to
acting as Indenture Trustee, The Bank of New York acts as trustee
under the Company's Mortgage. The Company and its subsidiaries
also maintain various banking and trust relationships with The
Bank of New York.
EXPERTS AND LEGALITY
The consolidated financial statements included in the latest
Annual Report of the Company on Form 10-K, incorporated herein by
reference, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report included in said
latest Annual Report of the Company on Form 10-K, and have been
incorporated by reference herein in reliance upon such report
given upon authority of that firm as experts in accounting and
auditing.
With respect to any unaudited condensed consolidated interim
financial information included in the Company's Quarterly Reports
on Form 10-Q which are or will be incorporated herein by
reference, Deloitte & Touche LLP has applied limited procedures
in accordance with professional standards for reviews of such
14
<PAGE>
information. As stated in any of their reports included in the
Company's Quarterly Reports on Form 10-Q, which are or will be
incorporated herein by reference, Deloitte & Touche llp did not
audit and did not express an opinion on such interim financial
information. Deloitte & Touche llp is not subject to the
liability provisions of Section 11 of the 1933 Act for any of
their reports on such unaudited condensed consolidated interim
financial information because such reports were not "reports" or
a "part" of the Registration Statement filed under the 1933 Act
with respect to the Securities prepared or certified by an
accountant within the meaning of Sections 7 and 11 of the 1933
Act.
The statements made in the Company's 1996 Form 10-K under
Part I, Item 1--Business-Regulation and Rates and Environmental
Matters, incorporated herein by reference, have been reviewed by
Worsham, Forsythe & Wooldridge, L.L.P., Dallas, Texas, General
Counsel for the Company. All of such statements are set forth or
incorporated by reference herein in reliance upon the opinion of
that firm given upon their authority as experts. At October 31,
1997, members of the firm of Worsham, Forsythe & Wooldridge,
L.L.P. owned approximately 41,200 shares of the common stock of
Texas Utilities.
The legality of the Offered Securities will be passed upon
for the Company by Worsham, Forsythe & Wooldridge, L.L.P. and by
Reid & Priest LLP, New York, New York, of counsel to the Company,
and for any underwriters or agents by Winthrop, Stimson, Putnam &
Roberts, New York, New York. However, all matters pertaining to
incorporation, franchises, licenses and permits, the Lien of the
Mortgage on property located in Texas and all other matters of
Texas law will be passed upon only by Worsham, Forsythe &
Wooldridge, L.L.P.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to a limited
number of purchasers or to a single purchaser; or (iii) through
agents. The Prospectus Supplement with respect to the Offered
Securities sets forth the terms of the offering of the Offered
Securities, including the name or names of any underwriters,
dealers or agents, the purchase price of such Offered Securities
and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers. Any
initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
If underwriters are used in the sale, the Offered Securities
will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale.
The underwriter or underwriters with respect to a particular
underwritten offering of Offered Securities are named in the
Prospectus Supplement relating to such offering and, if an
underwriting syndicate is used, the managing underwriter or
underwriters are set forth on the cover page of such Prospectus
Supplement. Unless otherwise set forth in the Prospectus
Supplement, the obligations of the underwriters to purchase the
Offered Securities will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such Offered Securities if any are purchased.
Offered Securities may be sold directly by the Company or
through agents designated by the Company from time to time. The
Prospectus Supplement sets forth the name of any agent involved
in the offer or sale of the Offered Securities in respect of
which the Prospectus Supplement is delivered as well as any
commissions payable by the Company to such agent. Unless
otherwise indicated in the Prospectus Supplement, any such agent
will be acting on a best efforts basis for the period of its
appointment.
15
<PAGE>
If so indicated in the Prospectus Supplement, the Company
will authorize agents, underwriters or dealers to solicit offers
by certain specified institutions to purchase Offered Securities
from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. Such contracts will be subject to those conditions set
forth in the Prospectus Supplement, and the Prospectus Supplement
will set forth the commission payable for solicitation of such
contracts.
Subject to certain conditions, the Company may agree to
indemnify the several underwriters or agents and their
controlling persons against certain liabilities, including
liabilities under the 1933 Act arising out of or based upon,
among other things, any untrue statement or alleged untrue
statement of a material fact contained in the registration
statement, this Prospectus, a Prospectus Supplement or the
Incorporated Documents or the omission or alleged omission to
state therein 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. See the
applicable Prospectus Supplement.
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT
IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON, UNDERWRITER, DEALER OR AGENT.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF.
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO
SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
16
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the
Company in connection with the issuance and distribution of the
securities to be registered.
Filing fee - Securities and Exchange
Commission . . . . . . . . . . . . . . . . $103,250
Fees of the Trustee . . . . . . . . . . . . 80,000*
Fees of Company's counsel
Worsham, Forsythe & Wooldridge, L.L.P. . 80,000*
Reid & Priest LLP . . . . . . . . . . . 80,000*
Auditors' fees . . . . . . . . . . . . . . . 25,000*
Rating agencies' fees . . . . . . . . . . . 30,000*
Printing, including Registration Statement,
prospectuses, exhibits, etc. . . . . . . 10,000*
Miscellaneous . . . . . . . . . . . . . . . 10,000*
-------
Total expenses . . . . . . . . . . . . . . . $418,250*
=======
-----------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Restated Articles of Incorporation of the
Company provides as follows:
"The Corporation shall reimburse or indemnify any former,
present or future director, officer or employee of the
Corporation, or any person who may have served at its request as
a director, officer or employee of another corporation, or any
former, present or future director, officer or employee of the
Corporation who shall have served or shall be serving as an
administrator, agent or fiduciary for the Corporation or for
another corporation at the request of the Corporation (and his
heirs, executors and administrators) from and against all
expenses and liabilities incurred by him or them, or imposed on
him or them, including, but not limited to, judgments,
settlements, court costs and attorneys' fees, in connection with,
or arising out of, the defense of any action, suit or proceeding
in which he may be involved by reason of his being or having been
such director, officer or employee, except with respect to
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable because he did not act in good faith, or
because of dishonesty or conflict of interest in the performance
of his duty.
"No former, present or future director, officer or employee of
the Corporation (or his heirs, executors and administrators)
shall be liable for any act, omission, step or conduct taken or
had in good faith, which is required, authorized or approved by
any order or orders issued pursuant to the Public Utility Holding
Company Act of 1935, the Federal Power Act, or any other federal
or state statute regulating the Corporation or its subsidiaries,
or any amendments to any thereof. In any action, suit or
proceeding based on any act, omission, step or conduct, as in
this paragraph described, the provisions hereof shall be brought
to the attention of the court. In the event that the foregoing
provisions of this paragraph are found by the court not to
constitute a valid defense, each such director, officer or
employee (and his heirs, executors and administrators) shall be
reimbursed for, or indemnified against, all expenses and
liabilities incurred by him or them, or imposed on him or them,
including, but not limited to, judgments, settlements, court
costs and attorneys' fees, in connection with, or arising out of,
any such action, suit or proceeding based on any act, omission,
step or conduct taken or had in good faith as in this paragraph
described.
II-1
<PAGE>
"The foregoing rights shall not be exclusive of other rights
to which any such director, officer or employee (or his heirs,
executors and administrators) may otherwise be entitled under any
bylaw, agreement, vote of shareholders or otherwise, and shall be
available whether or not the director, officer or employee
continues to be a director, officer or employee at the time of
incurring such expenses and liabilities. In furtherance, and not
in limitation of the foregoing provisions of this Article IX, the
Corporation may indemnify and insure any such persons to the
fullest extent permitted by the Texas Business Corporation Act,
as amended from time to time, or the laws of the State of Texas,
as in effect from time to time."
Article 2.02-1 of the Texas Business Corporation Act permits
the Company, in certain circumstances, to indemnify any present
or former director, officer, employee or agent of the Company
against judgments, penalties, fines, settlements and reasonable
expenses incurred in connection with a proceeding in which any
such person was, is or is threatened to be, made a party by
reason of holding such office or position, but only to a limited
extent for obligations resulting from a proceeding in which the
person is found liable on the basis that a personal benefit was
improperly received or in circumstances in which the person is
found liable in a derivative suit brought on behalf of the
Company.
Article X of the Articles of Incorporation of the Company
provides as follows:
"A director of the Corporation shall not be liable to
the Corporation or its shareholders for monetary damages for
any act or omission in the director's capacity as a director,
except that this provision does not eliminate or limit the
liability of a director for:
(a) a breach of a director's duty of loyalty to the
Corporation or its shareholders;
(b) an act or omission not in good faith that constitutes a
breach of duty of a director to the Corporation or an act or
omission that involved intentional misconduct or a knowing
violation of the law;
(c) a transaction from which a director received an improper
benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or
(d) an act or omission for which the liability of a director
is expressly provided for by statute.
If the laws of the State of Texas are amended to authorize action
further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by
such laws as so amended. Any repeal or modification of this
Article X shall not adversely affect any right of protection of a
director of the Corporation existing at the time of such repeal
or modification. "
Section 18 of the Company's bylaws provides as follows:
"Section 18. Insurance, Indemnification and Other
Arrangements. Without further specific approval of the
shareholders of the corporation, the corporation may purchase,
enter into, maintain or provide insurance, indemnification or
other arrangements for the benefit of any person who is or was
a director, officer, employee or agent of the corporation or
is or was serving another entity at the request of the
corporation as a director, officer, employee, agent or
otherwise, to the fullest extent permitted by the laws of the
State of Texas, including without limitation Art. 2.02-1 of
the Texas Business Corporation Act or any successor provision,
against any liability asserted against or incurred by any such
person in any such capacity or arising out of such person's
service in such capacity whether or not the corporation would
otherwise have the power to indemnify against any such
liability under the Texas Business Corporation Act. If the
laws of the State of Texas are amended to authorize the
purchase, entering into, maintaining or providing of
insurance, indemnification or other arrangements in the nature
of those permitted hereby to a greater extent than presently
II-2
<PAGE>
permitted, then the corporation shall have the power and
authority to purchase, enter into, maintain and provide any
additional arrangements in such regard as shall be permitted
from time to time by the laws of the State of Texas without
further approval of the shareholders of the corporation. No
repeal or modification of such laws or this Section 18 shall
adversely affect any such arrangement or right to
indemnification existing at the time of such repeal or
modification."
The Company has entered into agreements with its directors
which provide, among other things, for their indemnification by
the Company to the fullest extent permitted by Texas law, unless
a final adjudication establishes that the indemnitee's acts were
committed in bad faith, were the result of active and deliberate
dishonesty or that the indemnitee personally gained a financial
profit to which the indemnitee was not legally entitled. These
agreements further provide, under certain circumstances, for the
advancement of expenses and the implementation of other
arrangements for the benefit of the indemnitee.
The Company has insurance covering its expenditures which
might arise in connection with its lawful indemnification of its
directors and officers for their liabilities and expenses.
Directors and officers of the Company also have insurance which
insures them against certain other liabilities and expenses.
ITEM 16. EXHIBITS.
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
1(a) -- Form of Underwriting
Agreement.
1(b) -- Form of Distribution
(Sales Agency) Agreement.
4(a) 0-11442 4(a) -- Restated Articles of
Form 10-Q Incorporation of the
June 30, Company.
1997
4(b) 33-64694 4(c) -- Bylaws of the Company, as
amended.
4(c) 2-90185 4(a) -- Mortgage and Deed of
Trust, dated as of
December 1, 1983, between
the Company and Irving
Trust Company (now The
Bank of New York),
Trustee.
-- Supplemental Indentures to
Mortgage and Deed of
Trust:
NUMBER DATED AS OF
------ -----------
2-90185 4(b) First April 1, 1984
2-92738 4(a)-1 Second September 1, 1984
2-97185 4(a)-1 Third April 1, 1985
2-99940 4(a)-1 Fourth August 1, 1985
2-99940 4(a)-2 Fifth September 1, 1985
33-01774 4(a)-2 Sixth December 1, 1985
33-9583 4(a)-1 Seventh March 1, 1986
33-9583 4(a)-2 Eighth May 1, 1986
33-11376 4(a)-1 Ninth October 1, 1986
33-11376 4(a)-2 Tenth December 1, 1986
33-11376 4(a)-3 Eleventh December 1, 1986
33-14584 4(a)-1 Twelfth February 1, 1987
II-3
<PAGE>
PREVIOUSLY FILED*
-----------------
33-14584 4(a)-2 Thirteenth March 1, 1987
33-14584 4(a)-3 Fourteenth April 1, 1987
WITH FILE AS
EXHIBIT NUMBER EXHIBIT NUMBER DATED AS OF
------- ------- ------- ------ -----------
33-24089 4(a)-1 Fifteenth July 1, 1987
33-24089 4(a)-2 Sixteenth September 1, 1987
33-24089 4(a)-3 Seventeenth October 1, 1987
33-24089 4(a)-4 Eighteenth March 1, 1988
33-24089 4(a)-5 Nineteenth May 1, 1988
33-30141 4(a)-1 Twentieth September 1, 1988
33-30141 4(a)-2 Twenty- November 1, 1988
first
33-30141 4(a)-3 Twenty- January 1, 1989
second
33-35614 4(a)-1 Twenty- August 1, 1989
third
33-35614 4(a)-2 Twenty- November 1, 1989
fourth
33-35614 4(a)-3 Twenty- December 1, 1989
fifth
33-35614 4(a)-4 Twenty- February 1, 1990
sixth
33-39493 4(a)-1 Twenty- September 1, 1990
seventh
33-39493 4(a)-2 Twenty- October 1, 1990
eighth
33-39493 4(a)-3 Twenty- October 1, 1990
ninth
33-39493 4(a)-4 Thirtieth March 1, 1991
33-45104 4(a)-1 Thirty- May 1, 1991
first
33-45104 4(a)-2 Thirty- July 1, 1991
second
33-46293 4(a)-1 Thirty- February 1, 1992
third
33-49710 4(a)-1 Thirty- April 1, 1992
fourth
33-49710 4(a)-2 Thirty- April 1, 1992
fifth
33-49710 4(a)-3 Thirty- June 1, 1992
sixth
33-49710 4(a)-4 Thirty- June 1, 1992
seventh
33-57576 4(a)-1 Thirty- August 1, 1992
eighth
33-57576 4(a)-2 Thirty- October 1, 1992
ninth
33-57576 4(a)-3 Fortieth November 1, 1992
33-57576 4(a)-4 Forty-first December 1, 1992
33-60528 4(a)-1 Forty- March 1, 1993
second
33-64692 4(a)-1 Forty-third April 1, 1993
33-64692 4(a)-2 Forty- April 1, 1993
fourth
33-64692 4(a)-3 Forty-fifth May 1, 1993
33-68100 4(a)-1 Forty-sixth July 1, 1993
33-68100 4(a)-3 Forty- October 1, 1993
seventh
33-68100 4(a)-4 Forty- November 1, 1993
eighth
33-68100 4(a)-5 Forty-ninth May 1, 1994
33-68100 4(a)-6 Fiftieth May 1, 1994
33-68100 4(a)-7 Fifty-first August 1, 1994
33-83976 4(b) Fifty- April 1, 1995
second
33-83976 4(c) Fifty-third June 1, 1995
33-83976 4(d) Fifty- October 1, 1995
fourth
33-83976 4(e) Fifty-fifth March 1, 1996
33-83976 4(f) Fifty-sixth September 1, 1996
II-4
<PAGE>
PREVIOUSLY FILED*
-----------------
33-83976 4(g) Fifty- February 1, 1997
seventh
WITH FILE AS
EXHIBIT NUMBER EXHIBIT NUMBER DATED AS OF
------- ------ ------- ------ -----------
0-11442 4(b) Fifty- July 1, 1997
Form 10-Q eighth
June 30,
1997
4(d) -- Form of Supplemental
Indenture.
4(e) 0-11442 4(a) -- Indenture (For Unsecured
Form 10-Q Debt Securities), dated as
Sept. 30, of August 1, 1997, between
1997 the Company and The Bank
of New York, Trustee.
4(f) 0-11442 4(b) -- Officer's Certificate,
Form 10-Q dated August 18, 1997,
Sept. 30, establishing the Debt
1997 Securities of the first
series, with Form of Debt
Security attached.
4(g) -- Form of Officer's
Certificate establishing
New Debt Securities, with
Form of Debt Security
attached.
5(a) -- Opinion of Worsham,
Forsythe & Wooldridge,
L.L.P., General Counsel
for the Company.
5(b) -- Opinion of Reid & Priest
LLP, of Counsel to the
Company.
12 -- Computation of Ratio of
Earnings to Fixed Charges
and to Fixed Charges and
Preferred Dividends
of the Company.
15 -- Letter of Deloitte &
Touche LLP regarding
unaudited condensed
interim financial
information.
23(a) -- Independent Auditors'
Consent.
23(b) -- Consents of Worsham,
Forsythe & Wooldridge,
L.L.P. and Reid & Priest
LLP are contained in
Exhibits 5(a) and 5(b),
respectively.
24 -- Power of Attorney (see
Page II-7).
25(a) -- Statement on Form T-1 of
The Bank of New York with
respect to the Mortgage.
25(b) -- Statement on Form T-1 of
The Bank of New York with
respect to the Indenture.
------------------------------------------
*Incorporated herein by reference.
ITEM 17. UNDERTAKINGS.
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
II-5
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act
of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
b. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933, and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
POWER OF ATTORNEY
Each director and/or officer of the registrant whose
signature appears below hereby appoints the Agents for Service
named in this registration statement, and each of them severally,
as his or her attorney-in-fact to sign in his or her name and
behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments, to this registration
statement, and the registrant hereby also appoints each such
Agent for Service as its attorney-in-fact with like authority to
sign and file any such amendments in its name and on its behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Dallas, and State of Texas, on the 22nd day of
December, 1997.
Texas Utilities Electric Company
By /s/ Erle Nye
--------------------------------
(Erle Nye, Chairman of the Board
and Chief Executive)
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the date indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Erle Nye Principal December 22, 1997
-------------------------- Executive
(Erle Nye, Chairman of the Officer and
Board and Chief Executive) Director
/s/ Robert S. Shapard Principal December 22, 1997
-------------------------- Financial
(Robert S. Shapard, Officer
Treasurer and Assistant
Secretary)
/s/ Marc D. Moseley Principal December 22, 1997
-------------------------- Accounting
(Marc D. Moseley, Officer
Controller)
/s/ T.L. Baker Director December 22, 1997
--------------------------
(T.L. Baker)
/s/ D.W. Biegler Director December 22, 1997
--------------------------
(David W. Biegler)
/s/ Barbara Curry Director December 22, 1997
--------------------------
(Barbara Curry)
/s/ M.S. Greene Director December 22, 1997
--------------------------
(M.S. Greene)
/s/ Michael J. McNally Director December 22, 1997
--------------------------
(Michael J. McNally)
/s/ W.M. Taylor Director December 22, 1997
--------------------------
(W.M. Taylor)
II-7
<PAGE>
EXHIBIT INDEX
PREVIOUSLY FILED*
-----------------
WITH FILE AS
EXHIBIT NUMBER EXHIBIT
------- ------ -------
1(a) -- Form of Underwriting
Agreement.
1(b) -- Form of Distribution
(Sales Agency) Agreement.
4(a) 0-11442 4(a) -- Restated Articles of
Form 10-Q Incorporation of the
June 30, Company.
1997
4(b) 33-64694 4(c) -- Bylaws of the Company, as
amended.
4(c) 2-90185 4(a) -- Mortgage and Deed of
Trust, dated as of
December 1, 1983, between
the Company and Irving
Trust Company (now The
Bank of New York),
Trustee.
-- Supplemental Indentures to
Mortgage and Deed of
Trust:
NUMBER DATED AS OF
------ -----------
2-90185 4(b) First April 1, 1984
2-92738 4(a)-1 Second September 1, 1984
2-97185 4(a)-1 Third April 1, 1985
2-99940 4(a)-1 Fourth August 1, 1985
2-99940 4(a)-2 Fifth September 1, 1985
33-01774 4(a)-2 Sixth December 1, 1985
33-9583 4(a)-1 Seventh March 1, 1986
33-9583 4(a)-2 Eighth May 1, 1986
33-11376 4(a)-1 Ninth October 1, 1986
33-11376 4(a)-2 Tenth December 1, 1986
33-11376 4(a)-3 Eleventh December 1, 1986
33-14584 4(a)-1 Twelfth February 1, 1987
33-14584 4(a)-2 Thirteenth March 1, 1987
33-14584 4(a)-3 Fourteenth April 1, 1987
33-24089 4(a)-1 Fifteenth July 1, 1987
33-24089 4(a)-2 Sixteenth September 1, 1987
33-24089 4(a)-3 Seventeenth October 1, 1987
33-24089 4(a)-4 Eighteenth March 1, 1988
33-24089 4(a)-5 Nineteenth May 1, 1988
33-30141 4(a)-1 Twentieth September 1, 1988
33-30141 4(a)-2 Twenty- November 1, 1988
first
33-30141 4(a)-3 Twenty- January 1, 1989
second
33-35614 4(a)-1 Twenty- August 1, 1989
third
33-35614 4(a)-2 Twenty- November 1, 1989
fourth
33-35614 4(a)-3 Twenty- December 1, 1989
fifth
33-35614 4(a)-4 Twenty- February 1, 1990
sixth
33-39493 4(a)-1 Twenty- September 1, 1990
seventh
33-39493 4(a)-2 Twenty- October 1, 1990
eighth
33-39493 4(a)-3 Twenty- October 1, 1990
ninth
33-39493 4(a)-4 Thirtieth March 1, 1991
33-45104 4(a)-1 Thirty- May 1, 1991
first
33-45104 4(a)-2 Thirty- July 1, 1991
second
33-46293 4(a)-1 Thirty- February 1, 1992
third
33-49710 4(a)-1 Thirty- April 1, 1992
fourth
33-49710 4(a)-2 Thirty- April 1, 1992
fifth
33-49710 4(a)-3 Thirty- June 1, 1992
sixth
33-49710 4(a)-4 Thirty- June 1, 1992
seventh
33-57576 4(a)-1 Thirty- August 1, 1992
eighth
33-57576 4(a)-2 Thirty- October 1, 1992
ninth
33-57576 4(a)-3 Fortieth November 1, 1992
33-57576 4(a)-4 Forty-first December 1, 1992
33-60528 4(a)-1 Forty- March 1, 1993
second
33-64692 4(a)-1 Forty-third April 1, 1993
33-64692 4(a)-2 Forty- April 1, 1993
fourth
33-64692 4(a)-3 Forty-fifth May 1, 1993
33-68100 4(a)-1 Forty-sixth July 1, 1993
33-68100 4(a)-3 Forty- October 1, 1993
seventh
33-68100 4(a)-4 Forty- November 1, 1993
eighth
33-68100 4(a)-5 Forty-ninth May 1, 1994
33-68100 4(a)-6 Fiftieth May 1, 1994
33-68100 4(a)-7 Fifty-first August 1, 1994
33-83976 4(b) Fifty- April 1, 1995
second
33-83976 4(c) Fifty-third June 1, 1995
33-83976 4(d) Fifty- October 1, 1995
fourth
33-83976 4(e) Fifty-fifth March 1, 1996
33-83976 4(f) Fifty-sixth September 1, 1996
33-83976 4(g) Fifty- February 1, 1997
seventh
0-11442 4(b) Fifty- July 1, 1997
Form 10-Q eighth
June 30,
1997
4(d) -- Form of Supplemental
Indenture.
4(e) 0-11442 4(a) -- Indenture (For Unsecured
Form 10-Q Debt Securities), dated as
Sept. 30, of August 1, 1997, between
1997 the Company and The Bank
of New York, Trustee.
4(f) 0-11442 4(b) -- Officer's Certificate,
Form 10-Q dated August 18, 1997,
Sept. 30, establishing the Debt
1997 Securities of the first
series, with Form of Debt
Security attached.
4(g) -- Form of Officer's
Certificate establishing
New Debt Securities, with
form of Debt Security attached.
5(a) -- Opinion of Worsham,
Forsythe & Wooldridge,
L.L.P., General Counsel
for the Company.
5(b) -- Opinion of Reid & Priest
LLP, of Counsel to the
Company.
12 -- Computation of Ratio of
Earnings to Fixed Charges
and to Fixed Charges and
Preferred Dividends of the
Company.
15 -- Letter of Deloitte &
Touche LLP regarding
unaudited condensed
interim financial
information.
23(a) -- Independent Auditors'
Consent.
23(b) -- Consents of Worsham,
Forsythe & Wooldridge,
L.L.P. and Reid & Priest
LLP are contained in
Exhibits 5(a) and 5(b),
respectively.
24 -- Power of Attorney (see
Page II-7).
25(a) -- Statement on Form T-1 of
The Bank of New York with
respect to the Mortgage.
25(b) -- Statement on Form T-1 of
The Bank of New York with
respect to the Indenture.
------------------------------------------
*Incorporated herein by reference.
Exhibit 1(a)
TEXAS UTILITIES ELECTRIC COMPANY
First Mortgage Bonds
Unsecured Debt Securities
UNDERWRITING AGREEMENT
----------------------
[Date]
as Representatives of the Underwriters
named in Schedule I hereto
c/o
Ladies and Gentlemen:
1. Introduction. Texas Utilities Electric Company, a
------------
Texas corporation (the "Company"), proposes to issue and sell
severally to you (the "Underwriters"): (A) the Company's First
Mortgage Bonds of the series designation, with the terms and in
the principal amount specified in Schedule I hereto (the
"Bonds"), or (B) the Company's unsecured debt securities, with
the terms and in the principal amount specified in Schedule I
hereto (the "Debt Securities"). The Bonds and/or Debt Securities,
as the case may be, specified in Schedule I hereto, are herein
sometimes referred to together as the "Securities".
2. A. Description of Bonds. The Company proposes
--------------------
to issue the Bonds under its Mortgage and Deed of Trust, dated as
of December 1, 1983, to Irving Trust Company (now The Bank of New
York), Trustee, as heretofore supplemented and as it is to be
further supplemented by a Supplemental Indenture (the
-----------
"Supplemental Indenture") to be dated as of , in
-------------
substantially the form heretofore delivered to you, said Mortgage
and Deed of Trust, as heretofore supplemented and as it is to be
so further supplemented, being hereinafter referred to as the
"Mortgage".
B. Description of Debt Securities. The Company
------------------------------
proposes to issue the Debt Securities under its Indenture (For
Unsecured Debt Securities), dated as of August 1, 1997, to The
Bank of New York, Trustee (the "Indenture Trustee"), said
Indenture, together with any amendments or supplements thereto,
being hereinafter referred to as the "Indenture".
3. Representations and Warranties of the Company.
---------------------------------------------
The Company represents and warrants to the several Underwriters
that:
(a) It has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
Form S-3, including a prospectus, on , 199
-------- --
(Registration No. ) for the registration of
------------
$[350,000,000] aggregate amount of the Company's First
Mortgage Bonds ("First Mortgage Bonds") and unsecured debt
securities ("Unsecured Debt Securities") under the
Securities Act of 1933, as amended (the "Securities Act").
Such registration statement ("registration statement No. ")
---
was declared effective by the Commission on .
--------------
The Company also filed with the Commission a registration
statement on Form S-3 on September 15, 1994 (Registration
No. 33-83976) (hereinafter "registration statement No. 33-
83976") for the registration of $500,000,000 of the
Company's First Mortgage Bonds under the Securities Act.
Such registration statement was declared effective by the
Commission on September 26, 1994. The Company also filed
with the Commission post-effective amendment no. 1 (the
"Post-Effective Amendment") to registration statement No.
33-83976 on July 1, 1997 to include Unsecured Debt
Securities in the securities registered with the Commission
pursuant to the registration statement No. 33-83976. The
Post-Effective Amendment was declared effective by the
Commission on July 9, 1997. All but $148,850,000 amount of
First Mortgage Bonds and Unsecured Debt Securities
registered under the Securities Act pursuant to registration
statement No. 33-83976, as amended, have been previously
issued. References herein to the term "Registration State-
ment" as of any date shall be deemed to refer to
registration statement No. and registration statement
------
No.33-83976, each as amended or supplemented to such date,
including all documents incorporated by reference therein as
of such date pursuant to Item 12 of Form S-3 ("Incorporated
Documents"). References herein to the term "Prospectus" as
of any given date shall be deemed to refer to the prospectus
forming a part of registration statement No. , as
------
amended or supplemented as of such date (other than by
amendments or supplements relating to First Mortgage Bonds
or Unsecured Debt Securities other than the Securities),
including all Incorporated Documents as of such date and
including a prospectus supplement relating to the
Securities. References herein to the term "Effective Date"
shall be deemed to refer to the later of the time and date
registration statement No. was declared effective or
------
the time and date of the filing thereafter of the Company's
most recent Annual Report on Form 10-K if such filing is
made prior to the Closing Date, as hereinafter defined. The
Company will not file any amendment to the Registration
Statement or supplement to the Prospectus on or after the
date of this Agreement and prior to the Closing Date, as
hereinafter defined, without prior notice to the
Underwriters, or to which Counsel for the Underwriters shall
reasonably object in writing. For the purposes of this
Agreement, any Incorporated Document filed with the
Commission on or after the date of this Agreement and prior
to the Closing Date, as hereinafter defined, shall be deemed
an amendment or supplement to the Registration Statement and
the Prospectus.
(b) On the Effective Date, the Registration Statement
and the Prospectus fully complied and at the Closing Date,
as hereinafter defined, the Registration Statement, the
Prospectus, the Mortgage and the Indenture will fully comply
in all material respects with the applicable provisions of
the Securities Act, the Trust Indenture Act of 1939, as
amended ("Trust Indenture Act"), and the applicable rules
and regulations of the Commission thereunder; on the
Effective Date the Registration Statement did not, and at
the Closing Date, as hereinafter defined, the Registration
Statement will not, contain an untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading; on the Effective Date the Prospectus
did not, and at the Closing Date, as hereinafter defined,
and on the date it is filed with, or transmitted for filing
to, the Commission pursuant to Rule 424 of the General Rules
and Regulations of the Securities Act ("Rule 424"), the
Prospectus will not, contain an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
and on said dates the Incorporated Documents, taken together
as a whole, fully complied or will comply in all material
respects with the applicable provisions of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
the applicable rules and regulations of the Commission
thereunder, and, when read together with the Prospectus on
said dates did not and will not contain an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading; provided that the foregoing
representations and warranties in this paragraph (b) shall
not apply to statements or omissions made in reliance upon
information furnished in writing to the Company by, or on
behalf of, any Underwriter for use in connection with the
preparation of the Registration Statement or the Prospectus
or to any statements in or omissions from the Statements of
Eligibility and Qualification under the Trust Indenture Act,
or amendments thereto, of the Trustee under the Mortgage or
the Indenture Trustee under the Indenture.
(c) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof will
not result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed
of trust or other agreement or instrument to which the
Company is now a party.
4. Purchase and Sale. On the basis of the
-----------------
representations and warranties herein contained, and subject to
the terms and conditions herein set forth, the Company shall sell
to each of the Underwriters, and each Underwriter shall purchase
from the Company, at the time and place herein specified,
severally and not jointly, the respective principal amount(s) of
the Securities set forth opposite the name of such Underwriter in
Schedule II attached hereto, at the purchase price or prices set
forth in Schedule I hereto.
5. Time and Place of Closing. Delivery of the
-------------------------
Securities against payment therefor by wire transfer in federal
funds shall be made at the office of Reid & Priest LLP, 40 West
57th Street, New York, New York, at 10:00 A.M., New York Time, on
, or at such other place, time and date as shall be
-------------
agreed upon in writing by the Company and you or established in
accordance with the following paragraph. The hour and date of
such delivery and payment are herein called the "Closing Date".
The Securities shall be delivered to you for the respective
accounts of the Underwriters in fully registered form in such
denominations of $1,000 or any multiple thereof and registered in
such names as you shall reasonably request in writing not later
than the close of business on the second business day prior to
the Closing Date, or, to the extent not so requested, registered
in the names of the respective Underwriters in such authorized
denominations as the Company shall determine. The Company agrees
to make the Securities available to you for checking purposes not
later than 10:00 A.M., New York Time, on the last business day
preceding the Closing Date at the office of Reid & Priest LLP, 40
West 57th Street, New York, New York, 10019.
If any Underwriter shall fail or refuse (otherwise than
for some reason sufficient to justify, in accordance with the
terms hereof, the cancellation or termination of its obligations
hereunder) to purchase and pay for the principal amount(s) of the
Securities that such Underwriter has agreed to purchase and pay
for hereunder, the Company shall immediately give notice to the
other Underwriters of the default of such Underwriter, and the
other Underwriters shall have the right within 24 hours after the
receipt of such notice to determine to purchase, or to procure
one or more others, who are members of the National Association
of Securities Dealers, Inc. ("NASD") (or, if not members of the
NASD, who are not eligible for membership in the NASD and who
agree (i) to make no sales within the United States, its
territories or its possessions or to persons who are citizens
thereof or residents therein and (ii) in making sales to comply
with the NASD's Rules of Fair Practice) and satisfactory to the
Company, to purchase, upon the terms herein set forth, the
principal amount(s) of the Securities that the defaulting
Underwriter had agreed to purchase. If any non-defaulting
Underwriter or Underwriters shall determine to exercise such
right, such Underwriter or Underwriters shall give written notice
to the Company of the determination in that regard within 24
hours after receipt of notice of any such default, and thereupon
the Closing Date shall be postponed for such period, not
exceeding three business days, as the Company shall determine.
If in the event of such a default no non-defaulting Underwriter
shall give such notice then this Agreement may be terminated by
the Company, upon like notice given to the non-defaulting
Underwriters, within a further period of 24 hours. If in such
case the Company shall not elect to terminate this Agreement, it
shall have the right, irrespective of such default:
(a) to require such non-defaulting Underwriters to
purchase and pay for the respective principal amounts of
Securities that they had severally agreed to purchase
hereunder as hereinabove provided and, in addition, the
principal amounts of Securities that the defaulting
Underwriter shall have so failed to purchase up to a
principal amount thereof equal to one-ninth (1/9) of the
respective principal amounts of the Securities that such
non-defaulting Underwriters have otherwise agreed to
purchase hereunder, and/or
(b) to procure one or more persons, who are members of
the NASD (or, if not members of the NASD, who are not
eligible for membership in the NASD and who agree (i) to
make no sales within the United States, its territories or
its possessions or to persons who are citizens thereof or
residents therein and (ii) in making sales to comply with
the NASD's Rules of Fair Practice), to purchase, upon the
terms herein set forth, either all or a part of the princi-
pal amount(s) of the Securities that such defaulting
Underwriter had agreed to purchase or that portion thereof
that the remaining Underwriters shall not be obligated to
purchase pursuant to the foregoing clause (a).
In the event the Company shall exercise its rights under (a)
and/or (b) above, the Company shall give written notice thereof
to the non-defaulting Underwriters within such further period of
24 hours, and thereupon the Closing Date shall be postponed for
such period, not exceeding three business days, as the Company
shall determine.
In the computation of any period of 24 hours referred
to in this Section 5, there shall be excluded a period of 24
hours in respect of each Saturday, Sunday or legal holiday that
would otherwise be included in such period of time.
Any action taken by the Company under this Section 5
shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
Termination by the Company under this Section 5 shall be without
any liability on the part of the Company or any non-defaulting
Underwriter, except as otherwise provided in Sections 6(g) and 9
hereof.
6. Covenants of the Company. The Company agrees
------------------------
that:
(a) It will promptly deliver to each of you a signed
copy of the Registration Statement as originally filed or,
to the extent a signed copy is not available, a conformed
copy, certified by an officer of the Company to be in the
form as originally filed, including all Incorporated
Documents and exhibits and of all amendments thereto.
(b) It will deliver to you, as soon as practicable
after the date hereof, as many copies of the Prospectus as
of such date as you may reasonably request.
(c) It will cause the Prospectus to be filed with, or
transmitted for filing to, the Commission pursuant to Rule
424 as soon as practicable and advise you of the issuance of
any stop order under the Securities Act with respect to the
Registration Statement or the institution of any proceedings
therefor of which the Company shall have received notice.
The Company will use its best efforts to prevent the
issuance of any such stop order and to secure the prompt
removal thereof if issued.
(d) If, during such period of time (not exceeding nine
months) after the Prospectus has been filed with, or
transmitted for filing to, the Commission pursuant to Rule
424 as in the opinion of Counsel for the Underwriters a
prospectus covering the Securities is required by law to be
delivered in connection with sales by an Underwriter or
dealer, any event relating to or affecting the Company or of
which the Company shall be advised in writing by you shall
occur that in the Company's reasonable opinion should be set
forth in a supplement to, or an amendment of, the Prospectus
in order to make the Prospectus not misleading in the light
of the circumstances when it is delivered to a purchaser,
the Company will, at its expense, amend or supplement the
Prospectus by either (i) preparing and furnishing to you at
the Company's expense a reasonable number of copies of a
supplement or supplements or an amendment or amendments to
the Prospectus or (ii) making an appropriate filing pursuant
to Section 13 of the Exchange Act, which will supplement or
amend the Prospectus so that, as supplemented or amended, it
will not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances
when the Prospectus is delivered to a purchaser, not
misleading; provided that should such event relate solely to
the activities of any of the Underwriters, then the
Underwriters shall assume the expense of preparing and fur-
nishing any such amendment or supplement. In case any
Underwriter is required to deliver a prospectus after the
expiration of nine months from the date the Prospectus is
filed with, or transmitted for filing to, the Commission
pursuant to Rule 424, the Company, upon your request, will
furnish to you, at the expense of such Underwriter, a
reasonable quantity of a supplemental prospectus or
supplements to the Prospectus complying with Section 10(a)
of the Securities Act.
(e) It 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 first day of
the month next succeeding the month in which occurred the
effective date of the Registration Statement as defined in
Rule 158 under the Securities Act.
(f) It will furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Securities for offer and sale under the blue-sky laws of
such jurisdictions as you may designate, provided that the
Company shall not be required to qualify as a foreign
corporation or dealer in securities, to file any consents to
service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by the Company to be
unduly burdensome.
(g) It will, except as herein provided, pay all
expenses and taxes (except transfer taxes) in connection
with (i) the preparation and filing by it of the
Registration Statement, (ii) the issuance and delivery of
the Securities as provided in Section 5 hereof, (iii) the
preparation, execution and filing by it of the Supplemental
Indenture, (iv) the qualification of the Securities under
blue-sky laws [(including counsel fees not to exceed
$7,500)], and (v) the printing and delivery to the
Underwriters of reasonable quantities of the Registration
Statement and, except as provided in Section 6(d) hereof, of
the Prospectus. The Company shall not, however, be required
to pay any amount for any expenses of yours or any of the
Underwriters, except that, if this Agreement shall be
terminated in accordance with the provisions of Section 7, 8
or 10 hereof, the Company will reimburse you for the fees
and disbursements of Counsel for the Underwriters, whose
fees and disbursements the Underwriters agree to pay in any
other event, and will reimburse the Underwriters for their
reasonable out-of-pocket expenses, in an aggregate amount
not exceeding $5,000, incurred in contemplation of the
performance of this Agreement. The Company shall not in any
event be liable to any of the several Underwriters for
damages on account of loss of anticipated profits.
7. Conditions of Underwriters' Obligations. The
---------------------------------------
obligations of the Underwriters to purchase and pay for the
Securities shall be subject to the accuracy of the
representations and warranties made herein on the part of the
Company, to the performance by the Company of its obligations to
be performed hereunder prior to the Closing Date, and to the
following conditions:
(a) The Prospectus shall have been filed with, or
transmitted for filing to, the Commission pursuant to Rule
424 prior to 6:00 P.M., New York Time, on the second
business day after the date of this Agreement, or such other
time and date as may be approved by you.
(b) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no
proceedings for that purpose shall be pending before, or
threatened by, the Commission on the Closing Date; and you
shall have received a certificate, dated the Closing Date
and signed by an officer of the Company, to the effect that
no such stop order is in effect and that no proceedings for
such purpose are pending before, or to the knowledge of the
Company threatened by, the Commission.
(c) On the Closing Date, you shall have received from
Worsham, Forsythe & Wooldridge, L.L.P., General Counsel for
the Company, Reid & Priest LLP, of counsel for the Company,
and Winthrop, Stimson, Putnam & Roberts, Counsel for the
Underwriters, opinions in substantially the form and
substance prescribed in Schedules III-1, IV-1 and V-1 hereto
(if Debt Securities are purchased pursuant to this
Agreement) or III-2, IV-2 and V-2 hereto (if Bonds are
purchased pursuant to this Agreement) (i) with such changes
therein as may be agreed upon by the Company and you, with
the approval of Counsel for the Underwriters, and (ii) if
the Prospectus relating to the Securities shall be
supplemented or amended after the Prospectus shall have been
filed with, or transmitted for filing to, the Commission
pursuant to Rule 424, with any changes therein necessary to
reflect such supplementation or amendment.
(d) On and as of the Closing Date you shall have
received from Deloitte & Touche LLP a letter to the effect
that (i) they are independent certified public accountants
with respect to the Company, within the meaning of the
Securities Act and the applicable published rules and
regulations thereunder, (ii) in their opinion, the financial
statements audited by them and included or incorporated by
reference in the Prospectus comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the published rules and
regulations thereunder, (iii) on the basis of a reading of
the unaudited amounts of operating revenues and net income
included or incorporated by reference in the Prospectus and
the related financial statements from which these amounts
were derived, the latest available unaudited financial
statements of the Company and the minute books of the
Company and inquiries of officers of the Company who have
responsibility for financial and accounting matters (it
being understood that the foregoing procedures do not
constitute an audit made in accordance with generally
accepted auditing standards and would not necessarily reveal
matters of significance with respect to the comments made in
such letter, and accordingly that Deloitte & Touche LLP
makes no representation as to the sufficiency of such
procedures for the several Underwriters' purposes), nothing
has come to their attention that caused them to believe that
(A) the unaudited financial statements incorporated by
reference in the Prospectus were not determined in accor-
dance with generally accepted accounting principles applied
on a basis substantially consistent with that of the
corresponding amounts in the latest available audited
financial statements, (B) the unaudited amounts of operating
revenues and net income of the Company included or
incorporated by reference in the Prospectus were not
determined on a basis substantially consistent with that of
the corresponding amounts in the audited statements of
income incorporated by reference in the Prospectus, (C) for
the twelve months ended as of the date of the latest
available financial statements of the Company, there were
any decreases in operating revenues or net income as
compared with the comparable period of the preceding year,
and (D) at a specified date not more than seven days prior
to the date of such letter, there was any change in the
capital stock of the Company, short-term bank loans,
commercial paper, notes payable to Texas Utilities Company
or long-term debt of the Company or decrease in its net
assets, in each case as compared with amounts shown in the
most recent balance sheet incorporated by reference in the
Prospectus, except in all instances for changes or decreases
that the Prospectus discloses have occurred or may occur or
which are occasioned by the declaration of a regular
quarterly dividend or the acquisition of long-term debt for
sinking fund purposes, or that are described in such letter,
and (iv) they have compared the dollar amounts (or
percentages or ratios derived from such dollar amounts) and
other financial information included or incorporated by
reference in the Registration Statement and the Prospectus
as reasonably requested by you (in each case to the extent
that such dollar amounts, percentages and other financial
information are derived from the general accounting records
of the Company subject to the internal controls of the
Company's accounting system or are derived indirectly from
such records by analysis or computation) with the results
obtained from inquiries, a reading of such general
accounting records and other procedures specified in such
letter, and have found such dollar amounts, percentages and
other financial information to be in agreement with such
results, except as otherwise specified in such letter.
(e) Since the most recent dates as of which in-
formation is given in the Registration Statement or the
Prospectus there shall not have been any material adverse
change in the business, property or financial condition of
the Company and, since such dates, there shall not have been
any material transaction entered into by the Company, in
each case other than transactions in the ordinary course of
business and transactions contemplated by the Registration
Statement or Prospectus and at the Closing Date you shall
have received a certificate to such effect dated the Closing
Date and signed by an officer of the Company.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall have been
satisfactory in form and substance to Counsel for the
Underwriters.
In case any of the conditions specified above in this
Section 7 shall not have been fulfilled, this Agreement may be
terminated with the consent of Underwriters that have agreed to
purchase in the aggregate 50% or more of the aggregate principal
amount of Securities and upon notice thereof to the Company. Any
such termination shall be without liability of any party to any
other party except as otherwise provided in Sections 6(g) and 9
hereof.
8. Conditions of Company's Obligations. The
-----------------------------------
obligation of the Company to deliver the Securities shall be
subject to the conditions that the Prospectus shall have been
filed with, or transmitted for filing to, the Commission pursuant
to Rule 424 prior to 6:00 P.M., New York Time, on the second
business day after the date of this Agreement or such other time
and date as may be approved by the Company, and no stop order
suspending the effectiveness of the Registration Statement shall
be in effect at the Closing Date and no proceedings for that
purpose shall be pending before, or threatened by, the Commission
at the Closing Date. In case these conditions shall not have
been fulfilled, this Agreement may be terminated by the Company
upon notice thereof to you. Any such termination shall be
without liability of any party to any other party except as
otherwise provided in Sections 6(g) and 9 hereof.
9. Indemnification.
---------------
(a) The Company shall indemnify, defend and hold
harmless each Underwriter and each person who controls any
Underwriter within the meaning of Section 15 of the
Securities Act from and against any and all losses, claims,
damages or liabilities, joint or several, to which they or
any of them may become subject under the Securities Act or
any other statute or common law and shall reimburse each
such Underwriter and controlling person for any legal or
other expenses (including, to the extent hereinafter
provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims,
damages or liabilities or in connection with defending any
actions, insofar as such losses, claims, damages,
liabilities, expenses or actions arise out of or are based
upon any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or
prospectus prior to the Effective Date, or in the
Registration Statement or the Prospectus, or the omission or
alleged omission to state therein 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; provided, however, that the
indemnity agreement contained in this Section 9 shall not
apply to any such losses, claims, damages, liabilities,
expenses or actions arising out of, or based upon, 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 information furnished in writing
to the Company by any Underwriter, through you or otherwise,
for use in connection with the preparation of the
Registration Statement or the Prospectus or any amendment or
supplement to either thereof, or arising out of, or based
upon, statements in or omissions from that part of the
Registration Statement that shall constitute the Statement
of Eligibility and Qualification under the Trust Indenture
Act of the Trustee under the Mortgage or the Indenture
Trustee under the Indenture; and provided further, that the
indemnity agreement contained in this Section 9 shall not
inure to the benefit of any Underwriter (or of any person
controlling such Underwriter) on account of any such losses,
claims, damages, liabilities, expenses or actions arising
from the sale of the Securities to any person if a copy of
the Prospectus (exclusive of the Incorporated Documents)
shall not have been given or sent to such person by or on
behalf of such Underwriter with or prior to the written
confirmation of the sale involved unless, with respect to
the delivery of any amendment or supplement to the
Prospectus, the alleged omission or alleged untrue statement
was not corrected in such amendment or supplement at the
time of such written confirmation. The indemnity agreement
of the Company contained in this Section 9 and the
representations and warranties of the Company contained in
Section 3 hereof shall remain operative and in full force
and effect regardless of any termination of this Agreement
or of any investigation made by or on behalf of any
Underwriter or any such controlling person, and shall
survive the delivery of the Securities.
(b) Each Underwriter shall indemnify, defend and hold
harmless the Company, its officers and directors, and each
person who controls the Company within the meaning of
Section 15 of the Securities Act, from and against any and
all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject
under the Securities Act or any other statute or common law
and shall reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or
liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the
Prospectus, or the omission or alleged omission to state
therein 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
information furnished in writing to the Company by or on
behalf of such Underwriter, through you or otherwise, for
use in connection with the preparation of the Registration
Statement or the Prospectus or any amendment or supplement
to either thereof. Each Underwriter hereby furnishes to the
Company in writing expressly for use in the Prospectus (i)
the statements relating to offerings by the Underwriters on
the cover page, (ii) the statements in the first paragraph
on page concerning stabilization and other transactions
---
by the Underwriters, and (iii) under "Underwriters," the
list of underwriters and statements in the ,
-------
, and paragraphs. The indemnity agreement of
-------- -----
the respective Underwriters contained in this Section 9
shall remain operative and in full force and effect
regardless of any termination of this Agreement or of any
investigation made by or on behalf of the Company, its
directors or its officers, any such Underwriter, or any such
controlling person, and shall survive the delivery of the
Securities.
(c) The Company and the several Underwriters each
shall, upon the receipt of notice of the commencement of any
action against it or any person controlling it as aforesaid,
in respect of which indemnity may be sought on account of
any indemnity agreement contained herein, promptly give
written notice of the commencement thereof to the party or
parties against whom indemnity shall be sought hereunder,
but the omission so to notify such indemnifying party or
parties of any such action shall not relieve such
indemnifying party or parties from any liability that it or
they may have to the indemnified party otherwise than on
account of such indemnity agreement. In case such notice of
any such action shall be so given, such indemnifying party
shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume (in conjunction with
any other indemnifying parties) the defense of such action,
in which event such defense shall be conducted by counsel
chosen by such indemnifying party or parties and
satisfactory to the indemnified party or parties who shall
be defendant or defendants in such action, and such
defendant or defendants shall bear the fees and expenses of
any additional counsel retained by them; but if the
indemnifying party shall elect not to assume the defense of
such action, such indemnifying party will reimburse such
indemnified party or parties for the reasonable fees and
expenses of any counsel retained by them; provided, however,
if the defendants in any such action include both the
indemnified party and the indemnifying party and counsel for
the indemnifying party shall have reasonably concluded that
there may be a conflict of interest involved in the
representation by such counsel of both the indemnifying
party and the indemnified party, the indemnified party or
parties shall have the right to select separate counsel,
satisfactory to the indemnifying party, to participate in
the defense of such action on behalf of such indemnified
party or parties (it being understood, however, that the
indemnifying party shall not be liable for the expenses of
more than one separate counsel representing the indemnified
parties who are parties to such action).
(d) If the indemnification provided for in sub-
paragraph (a) or (b) above shall be unenforceable under
applicable law by an indemnified party, each indemnifying
party agrees to contribute to such indemnified party with
respect to any and all losses, claims, damages, liabilities
and expenses for which each such indemnification provided
for in subparagraph (a) or (b) above shall be unenforceable,
in such proportion as shall be appropriate to reflect the
relative fault of each indemnifying party on the one hand
and the indemnified party on the other in connection with
the statements or omissions that have resulted in such
losses, claims, damages, liabilities and expenses, 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
any indemnifying party 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 such indemnifying party 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 contributions pursuant to this subparagraph
(d) were to be determined by pro rata allocation (even if
the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not
take account of the equitable considerations referred to
above.
10. Termination. This Agreement may be terminated, at
-----------
any time prior to the Closing Date, by you with the consent of
the Underwriters that have agreed to purchase in the aggregate
50% or more of the aggregate principal amount of the Securities
if (a) after the date hereof and at or prior to the Closing Date
there shall have occurred any general suspension of trading in
securities on the New York Stock Exchange or there shall have
been established by the New York Stock Exchange or by the Com-
mission or by any federal or state agency or by the decision of
any court, any general limitation on prices for such trading or
any general restrictions on the distribution of securities, or a
general banking moratorium declared by New York or federal
authorities, or (b) there shall have occurred any new material
(i) outbreak of hostilities or (ii) other national or
international calamity or crisis, including, but not limited to,
an escalation of hostilities that existed prior to the date of
this Agreement, and the effect of any such event specified in
clause (a) or (b) above on the financial markets of the United
States shall be such as to make it impracticable, in the
reasonable judgment of the Underwriters, for the Underwriters to
enforce contracts for the sale of the Securities. This Agreement
may also be terminated at any time prior to the Closing Date by
you with the consent of the Underwriters that have agreed to
purchase in the aggregate 50% or more of the aggregate principal
amount of the Securities, if, in your reasonable judgment, the
subject matter of any amendment or supplement to the Registration
Statement or the Prospectus (other than an amendment or
supplement relating solely to the activity of any Underwriter or
Underwriters) prepared and issued by the Company after the
effectiveness of this Agreement shall have disclosed a material
adverse change in the business, property or financial condition
of the Company that has materially impaired the marketability of
the Securities. Any termination hereof pursuant to this Section
10 shall be without liability of any party to any other party
except as otherwise provided in Sections 6(g) and 9 hereof.
11. Miscellaneous. THE VALIDITY AND INTERPRETATION OF
-------------
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK. This Agreement shall inure to the benefit of the Company,
the several Underwriters and, with respect to the provisions of
Section 9 hereof, each director, officer and controlling person
referred to in said Section 9, and their respective successors.
Nothing herein is intended or shall be construed to give to any
other person, firm or corporation any legal or equitable right,
remedy or claim under or in respect of any provision in this
Agreement. The term "successor" as used herein shall not include
any purchaser, as such purchaser, of any of the Securities from
any of the several Underwriters.
12. Notices. All communications hereunder shall be in
-------
writing, and, if to the Underwriters, shall be mailed or
delivered to you at the address set forth above, or, if to the
Company, shall be mailed or delivered to it at 1601 Bryan Street,
Dallas, Texas 75201, Attention: Treasurer.
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding
agreement between the Company and the several Underwriters in
accordance with its terms.
Very truly yours,
TEXAS UTILITIES ELECTRIC COMPANY
By
-----------------------------
Accepted and delivered as of
the date first above written
BY
By
-----------------------
<PAGE>
SCHEDULE I
----------
Underwriting Agreement dated:
Underwriters:
Securities:
Designation:
Principal Amount:
Supplemental Indenture, if
any, dated as of:
Date of Maturity:
Interest Rate:
Purchase Price:
Public Offering Price:
<PAGE>
SCHEDULE II
-----------
TEXAS UTILITIES ELECTRIC COMPANY
FIRST MORTGAGE BONDS
UNSECURED DEBT SECURITIES
Name Principal Amount
---- ----------------
<PAGE>
SCHEDULE III-1
[Letterhead of Worsham, Forsythe & Wooldridge, L.L.P.]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
We have acted as General Counsel to Texas Utilities
Electric Company (the "Company") in connection with the issuance
and sale of $ aggregate principal amount of its
----------
(the "Debt Securities") pursuant to the
-------------
Underwriting Agreement dated , among the Company
---------- ----
and you (the "Underwriting Agreement").
Terms not otherwise defined herein are used with the
meanings ascribed to them in the Underwriting Agreement.
In so acting we have participated in or reviewed the
corporate proceedings in connection with the authorization,
execution and delivery of the Underwriting Agreement, the
Indenture and the Debt Securities. We have also examined such
other documents and satisfied ourselves as to such other matters
as we have deemed necessary as a basis for the conclusions of law
contained in the opinions enumerated below. We have relied as to
various questions of fact upon the representations and warranties
of the Company contained in the Underwriting Agreement and, where
deemed appropriate, on certificates of public officials. We have
relied upon a certificate of the Indenture Trustee as to the
authentication of the Debt Securities. In our examination we
have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted
to us as photostatic or certified copies.
Upon the basis of our familiarity with these
transactions and with the affairs and properties of the Company
generally, we are of the opinion that:
1. The Company is a validly organized and existing
corporation under the laws of the State of Texas.
2. The Company is a public utility corporation duly
authorized by its articles of incorporation, as amended, to
conduct the business that it is now conducting, is subject, as to
rates and services, to the jurisdiction of certain authorities,
as set forth in the Prospectus, and holds valid and subsisting
franchises, licenses and permits authorizing it to carry on the
utility business in which it is engaged.
3. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
4. The Indenture has been duly qualified under the
Trust Indenture Act.
5. The Debt Securities and the Indenture have been
duly authorized, executed and delivered by the Company, the Debt
Securities are entitled to the benefits of the Indenture, and the
Debt Securities and the Indenture are legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, subject to the effect of bankruptcy,
insolvency, reorganization, receivership, moratorium and other
laws affecting the rights and remedies of creditors generally and
of general principles of equity.
6. The statements made in the Prospectus under the
captions "Description of New Debt Securities" and "Certain Terms
of the ", insofar as they purport to constitute
----------
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents in
all material respects.
7. Other than as stated, referred to or incorporated
by reference in the Registration Statement and the Prospectus,
there are no material pending legal proceedings to which the
Company is a party or of which property of the Company is the
subject which depart from the ordinary routine litigation
incident to the kind of business conducted by the Company, and to
our best knowledge no such proceedings are contemplated.
8. The Registration Statement, as of the Effective
Date, and the Prospectus, at the time it was filed with (or
transmitted for filing to) the Commission pursuant to Rule 424
under the Securities Act, (except for financial statements and
schedules and financial and statistical data as to which we do
not express any belief and except for those parts of the
Registration Statement that constitute the Forms T-1) complied as
to form in all material respects with the applicable requirements
of the Securities Act and the applicable instructions, rules and
regulations of the Commission thereunder; the Incorporated
Documents (except as to the financial statements and schedules
and other financial and statistical data contained therein, as to
which we do not express any belief), at the time they were filed
with the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission thereunder;
and the Registration Statement has become and is effective under
the Securities Act and, to our best knowledge, no proceedings for
a stop order with respect thereto are pending or threatened under
Section 8 of the Securities Act.
9. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the provisions of the blue-sky laws of any
jurisdiction) is legally required for the authorization of the
issue and sale by the Company of the Debt Securities.
In the course of the preparation of the information
relating to the Company contained in the Registration Statement
and the Prospectus (including the documents incorporated therein
by reference), we had discussions with certain of its officers
and representatives, with other counsel for the Company, with
Deloitte & Touche LLP, the independent certified public
accountants who audited certain of the financial statements
contained in the Registration Statement and the Prospectus and
with certain of your officers and employees and your counsel, but
we made no independent verification of the accuracy or
completeness of the representations and statements made to us by
the Company or the information included by the Company in the
Registration Statement and the Prospectus and take no
responsibility therefor except as set forth in paragraph 6 above.
However, our examination of the information relating to the
Company contained in the Registration Statement and the
Prospectus and our discussions did not disclose to us anything
which gives us reason to believe that (except for financial
statements and schedules and financial and statistical data as to
which we do not express any belief and except for those parts of
the Registration Statement that constitute the Forms T-1) (i) the
Registration Statement, as of the Effective Date, included 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, at
the time it was filed with (or transmitted for filing to) the
Commission pursuant to Rule 424 under the Securities Act,
included, or on the date hereof includes, an untrue statement of
a material fact or on such dates omitted or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
We are members of the State Bar of Texas and do not
hold ourselves out as experts in the laws of the State of New
York. As to all matters of New York law, we have, with your
consent, relied upon the opinion of Reid & Priest LLP, New York,
New York, of Counsel to the Company.
Very truly yours,
WORSHAM, FORSYTHE &
WOOLDRIDGE, L.L.P.
By:
-------------------------
A Partner
<PAGE>
SCHEDULE III-2
[Letterhead of Worsham, Forsythe & Wooldridge, L.L.P.]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of its % First
---
Mortgage Bonds in an aggregate principal amount of
$ (Bonds), pursuant to the agreement referred to
---------------
above (Agreement), we advise you that we, as General Counsel for
the Company, have participated in the preparation of (a) the
Company's Mortgage and Deed of Trust, dated as of December 1,
1983, to Irving Trust Company (now The Bank of New York), Trustee
(Trustee), as supplemented by all indentures supplemental
thereto, the latest of which is the Supplemental
Indenture, dated as of , (the Mortgage and Deed of
Trust as so supplemented being hereinafter called the Mortgage),
under which the Bonds are proposed to be issued; and (b) the
Registration Statement and the Prospectus (such terms having the
same meaning herein as in the Agreement) filed by the Company
under the Securities Act of 1933, as amended (Securities Act).
We have not examined the Bonds, except for specimens thereof.
Upon the basis of our familiarity with these
transactions and with the Company's properties and affairs
generally, we are of the opinion that:
1. The Company is a validly organized and existing
corporation under the laws of the State of Texas.
2. The Company is a public utility corporation duly
authorized by its Articles of Incorporation to conduct the
business that it is now conducting, is subject, as to rates
and services, to the jurisdiction of certain authorities, as
set forth in the Prospectus and holds valid and subsisting
franchises, licenses and permits authorizing it to carry on
the utility business in which it is engaged.
3. The Company has good and sufficient title to all
the properties presently owned by the Company which are
described in the Mortgage as owned by it and as subject to
the lien thereof, subject only to excepted encumbrances as
defined in the Mortgage, and to minor defects and encum-
brances customarily found in properties of like size and
character, which do not materially impair the use of such
properties by the Company; the descriptions in the Mortgage
of such properties are adequate to constitute the Mortgage
and a lien on the properties so described; the Mortgage
constitutes a valid direct mortgage lien, subject only to
the exceptions enumerated above, on such properties, which
include substantially all the permanent physical properties
and franchises of the Company (other than those expressly
excepted); all permanent physical properties and franchises
acquired by the Company after the date of the Supple-
mental Indenture (other than those expressly excepted) will,
upon such acquisition, become subject to the lien of the
Mortgage, subject, however, to liens if any, existing or
placed thereon at the time of the acquisition thereof by the
Company, and subject to the exceptions enumerated above.
4. The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding
instrument, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of mortgagees' and other creditors' rights
and by general principles of equity.
5. The Bonds will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and
creditors' rights and by general principles of equity, and
will be entitled to the security afforded by the Mortgage.
6. The Agreement has been duly authorized, executed
and delivered by the Company.
7. Other than as stated, referred to or incorporated
by reference in the Registration Statement
and the Prospectus, there are no material pending legal
proceedings to which the Company is a party or of which
property of the Company is the subject which depart from the
ordinary routine litigation incident to the kind of business
conducted by the Company, and to our best knowledge no such
proceedings are contemplated.
8. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
9. The portions of the information contained in the
Prospectus which are stated therein to have been made on our
authority have been reviewed by us and, as to matters of law
and legal conclusions, are correct.
10. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the
time it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical
data contained or incorporated by reference therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass ),
complied as to form in all material respects with the
applicable requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (Trust Indenture Act), and
the applicable instructions, rules and regulations thereunder;
and the documents or portions thereof filed with the
Commission pursuant to the Securities Exchange Act of 1934,
as amended (Exchange Act), and incorporated by reference in
the Registration Statement and the Prospectus pursuant to
Item 12 of Form S-3 (except as to the financial statements
and other financial and statistical data contained or
incorporated by reference therein and except for those parts
of the Registration Statement that constitute the Forms T-1,
upon which we do not pass), at the time they were filed with
the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder. In passing upon the form of the Registration
Statement and the form of the Prospectus, we necessarily
assume the correctness and completeness of the statements
made to us or included in the Registration Statement and the
Prospectus by the Company and take no responsibility
therefor, except insofar as such statements relate to us and
as set forth in paragraphs 8 and 9 above. Nothing has come
to our attention that would lead us to believe that on the
Effective Date the Registration Statement included 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 that the Prospectus, on
the date hereof, included or includes an untrue statement of
a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; the Registration Statement has become and is
effective under the Securities Act; and to our best
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the
Securities Act. We do not express any opinion or belief as
to the financial statements or other financial or
statistical data contained or incorporated by reference in
the Registration Statement or the Prospectus or as to those
parts of the Registration Statement that constitute the
Forms T-1.
11. The Mortgage is duly qualified under the Trust
Indenture Act.
12. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Bonds under the Agreement.
Very truly yours,
Worsham, Forsythe
& Wooldridge, L.L.P.
By
---------------------------
A Partner
<PAGE>
SCHEDULE IV-1
[Letterhead of Reid & Priest LLP]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
We have acted as counsel to Texas Utilities Electric
Company (the "Company") in connection with the issuance and sale
of $ aggregate principal amount of its
------------- ----------
(the "Debt Securities") pursuant to the Underwriting Agreement
dated among the Company and you (the "Underwriting
--------------
Agreement").
Terms not otherwise defined herein are used with the
meanings ascribed to them in the Underwriting Agreement.
In so acting we have participated in or reviewed the
corporate proceedings in connection with the authorization,
execution and delivery of the Underwriting Agreement, the
Indenture and the Debt Securities. We have also examined such
other documents and satisfied ourselves as to such other matters
as we have deemed necessary as a basis for the conclusions of law
contained in the opinions expressed below. We have relied as to
various questions of fact upon the representations and warranties
of the Company contained in the Underwriting Agreement and, where
we deemed appropriate, on certificates of public officials. We
have relied upon a certificate of the Indenture Trustee as to the
authentication of the Debt Securities. In our examination we
have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and
the conformity to original documents of all documents submitted
to us as photostatic or certified copies.
Upon the basis of our familiarity with these
transactions and with the affairs and properties of the Company
generally, we are of the opinion that:
1. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company;
2. The Indenture has been duly qualified under the
Trust Indenture Act;
3. The Debt Securities and the Indenture have been
duly authorized, executed and delivered by the Company, the Debt
Securities are entitled to the benefits of the Indenture, and the
Debt Securities and the Indenture are legal, valid and binding
obligations of the Company enforceable against the Company in
accordance with their terms, subject to the effect of bankruptcy,
insolvency, reorganization, receivership, moratorium and other
laws affecting the rights and remedies of creditors generally and
of general principles of equity;
4. The statements made in the Prospectus under the
captions "Description of New Debt Securities" and "Certain Terms
of the ", insofar as they purport to constitute
---------
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents in
all material respects;
5. The Registration Statement, as of the Effective
Date, and the Prospectus, at the time it was filed with the
Commission pursuant to Rule 424 under the Securities Act, (except
as to the financial statements and schedules and other financial
and statistical data contained therein as to which we do not
express any belief and except for those parts of the Registration
Statement that constitute the Forms T-1) complied as to form in
all material respects with the applicable requirements of the
Securities Act and the applicable instructions, rules and
regulations of the Commission thereunder; the Incorporated
Documents (except as to the financial statements and schedules
and other financial and statistical data contained therein, as to
which we do not express any belief), at the time they were filed
with the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission thereunder;
and the Registration Statement has become and is effective under
the Securities Act and, to our best knowledge, no proceedings for
a stop order with respect thereto are pending or threatened under
Section 8 of the Securities Act; and
6. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the provisions of the blue-sky laws of any
jurisdiction) is legally required for the authorization of the
issue and sale by the Company of the Debt Securities.
In the course of the preparation of the information
relating to the Company contained in the Registration Statement
and the Prospectus (including the documents incorporated therein
by reference) we had discussions with certain of its officers and
representatives, with other counsel for the Company, with
Deloitte & Touche LLP, the independent certified public
accountants who audited certain of the financial statements
contained in the Registration Statement and the Prospectus and
with certain of your officers and employees and your counsel, but
we made no independent verification of the accuracy or
completeness of the representations and statements made to us by
the Company or the information included by the Company in the
Registration Statement and the Prospectus and take no
responsibility therefor except as set forth in paragraph 4 above.
However, our examination of the information relating to the
Company contained in the Registration Statement and the
Prospectus and our discussions did not disclose to us anything
which gives us reason to believe that (except as to the financial
statements and schedules and other financial and statistical data
contained therein, as to which we do not express any belief, and
except for those parts of the Registration Statement that
constitute the Forms T-1) (i) the Registration Statement, as of
the Effective Date, included 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, at the time it was filed with
the Commission pursuant to Rule 424 under the Securities Act,
included, or on the date hereof includes, an untrue statement of
a material fact or on such dates omitted or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
We are members of the New York Bar and do not hold
ourselves out as experts in the laws of the State of Texas. As
to all matters of Texas law, we have, with your consent, relied
upon the opinion of Worsham, Forsythe & Wooldridge, L.L.P.,
Dallas, Texas, General Counsel for the Company. We believe that
you and we are justified in relying on such opinion.
Very truly yours,
REID & PRIEST LLP
<PAGE>
SCHEDULE IV-2
[Letterhead of Reid & Priest]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of its % First
---
Mortgage Bonds in an aggregate principal amount of
$ (Bonds), pursuant to the agreement referred to
--------------
above (Agreement), we advise you that we, as counsel for the Com-
pany, have participated in the preparation of (a) the Company's
Mortgage and Deed of Trust, dated as of December 1, 1983, to
Irving Trust Company (now The Bank of New York), Trustee
(Trustee), as supplemented by all indentures supplemental
thereto, the latest of which is the Supplemental
-------------
Indenture, dated as of (the Mortgage and Deed of Trust
---------
as so supplemented being hereinafter called the Mortgage), under
which the Bonds are proposed to be issued; and (b) the Regis-
tration Statement and Prospectus (such terms having the same
meaning herein as in the Agreement) filed by the Company under
the Securities Act of 1933, as amended (Securities Act). We have
not examined the Bonds, except specimens thereof.
Upon the basis of our familiarity with these transactions
and with the affairs and properties of the Company generally, we
are of the opinion that:
1. The Mortgage has been duly and validly authorized by
all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding instrument,
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement
of mortgagees' and other creditors' rights and by general
principles of equity.
2. The Bonds will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and other
creditors' rights and by general principles of equity, and be
entitled to the benefit of the security afforded by the
Mortgage.
3. The Agreement has been duly authorized, executed and
delivered by the Company.
4. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of the
Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the time
it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical data
contained or incorporated by reference therein and except for
those parts of the Registration Statement that constitute the
Forms T-1, upon which we do not pass), complied as to form in
all material respects with the applicable requirements of the
Securities Act and the Trust Indenture Act of 1939, as amended
(Trust Indenture Act); and the documents or portions thereof
filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (Exchange Act), and incorporated by reference
in the Registration Statement and the Prospectus pursuant to
Item 12 of Form S-3 (except as to the financial statements and
other financial and statistical data contained or incorporated
by reference therein and except for those parts of the
Registration Statement that constitute the Forms T-1, upon
which we do not pass), at the time they were filed with the
Commission, complied as to form in all material respects with
the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations were deemed to comply therewith; the Registration
Statement has become and is effective under the Securities
Act; and to our best knowledge, no proceedings for a stop
order with respect thereto are pending or threatened under
Section 8 of the Securities Act.
6. The Mortgage is duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the provisions of the blue-sky laws of any
jurisdiction) is legally required for the authorization of the
issue and sale by the Company of the Bonds under the Agree-
ment.
In passing upon the forms of the Registration Statement
and the Prospectus we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus and take no responsibility therefor, except insofar as
such statements relate to us and as set forth in paragraph 4
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with other
counsel for the Company and with Deloitte & Touche LLP, the inde-
pendent certified public accountants who audited certain of the
financial statements included in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the Regis-
tration Statement 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 that the Prospectus, on the date hereof, contains
an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to those parts of
the Registration Statement that constitute the Forms T-1.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas, but
we have made a study of such laws. As to all matters of Texas
law (including incorporation of the Company, titles to
properties, franchises, licenses and permits, upon which we do
not pass), we have, with your consent, relied upon an opinion of
even date herewith addressed to you by Worsham, Forsythe & Wool-
dridge, L.L.P. , Dallas, Texas, General Counsel for the Company.
We believe that you and we are justified in relying on such
opinion.
Very truly yours,
REID & PRIEST
<PAGE>
SCHEDULE V-1
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
We have acted as counsel to you in connection with your
purchase from Texas Utilities Electric Company (the "Company") of
$ aggregate principal amount of its
---------- ---------------
(the "Debt Securities") pursuant to the Underwriting Agreement,
dated , between you and the Company (the
--------------
"Underwriting Agreement").
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. We
have, with your consent, relied upon an opinion of even date
herewith addressed to you by Worsham, Forsythe & Wooldridge,
L.L.P., of Dallas, Texas, General Counsel for the Company, as to
the matters covered in such opinion relating to Texas law. We
have reviewed such opinion and believe that it is satisfactory
and that you and we are justified in relying thereon. We have
also reviewed the opinion of Reid & Priest LLP required by
paragraph (c) of Section 7 of the Underwriting Agreement, and we
believe such opinion to be satisfactory.
We have, in addition, examined the documents described
in the list of closing papers as having been delivered to you at
the closing and such other documents and satisfied ourselves as
to such other matters as we have deemed necessary in order to
enable us to express this opinion. We have not examined the Debt
Securities, except specimens thereof, and have relied upon a
certificate of the Trustee as to the authentication thereof. As
to various questions of fact material to this opinion, we have
relied upon representations of the Company and statements in the
Registration Statement hereinafter mentioned. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us and the
genuineness and conformity to original documents of documents
submitted to us as certified or photostatic copies.
"Registration Statement", "Prospectus" and "Effective Date" as
used herein have the same meanings as the same words in the
Underwriting Agreement.
Based on the foregoing, we are of the opinion that:
1. The Underwriting Agreement has been duly
authorized, executed and delivered by the Company.
2. The Indenture is duly qualified under the Trust
Indenture Act of 1939, as amended.
3. The Debt Securities and the Indenture have been
duly authorized, executed and delivered by the Company, the
Debt Securities are entitled to the benefits of the
Indenture, and the Debt Securities and the Indenture are
legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their
terms, subject to the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, receivership,
moratorium and other laws affecting the rights and remedies
of creditors generally and of general principles of equity.
4. The statements made in the Prospectus under the
captions "Description of New Debt Securities" and "Certain
Terms of the ", insofar as they purport to
----------
constitute summaries of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Debt Securities as contemplated in the
Underwriting Agreement.
6. The Registration Statement, at the Effective Date
thereof, and the Prospectus, at the time it was filed with
or transmitted for filing to the Commission pursuant to Rule
424 (except in each case as to financial statements and
schedules and other financial and statistical data contained
or incorporated by reference therein and except for those
parts of the Registration Statement that constitute the
Forms T-1, upon which we express no opinion), complied as to
form in all material respects with the Securities Act.
In passing upon the form of the Registration Statement
and the form of the Prospectus, we necessarily assume the
correctness and completeness of the statements made by the
Company and the information included in the Registration
Statement and the Prospectus and take no responsibility therefor,
except insofar as such statements relate to us and as set forth
in paragraph 4 above. In the course of the preparation by the
Company of the Registration Statement and the Prospectus, we have
had discussions with certain of its officers and representatives,
with counsel for the Company, with Deloitte & Touche LLP, the
independent public accountants who audited certain of the
financial statements incorporated by reference in the
Registration Statement and the Prospectus, and with certain of
your representatives. Our examination of the Registration
Statement and the Prospectus and our discussions did not disclose
to us any information which gives us reason to believe that at
the Effective Date the Registration Statement 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 that the Prospectus, at the time it was
filed with or transmitted for filing to the Commission pursuant
to Rule 424, or at the date hereof, included or includes any
untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. We do not express any opinion or belief as
to the financial statements or other financial or statistical
data contained or incorporated by reference in the Registration
Statement or the Prospectus or as to those parts of the
Registration Statement that constitute the Forms T-1.
This opinion is given to you solely for your use in
connection with the Underwriting Agreement and the transactions
contemplated thereunder and may not be relied upon by any other
person or for any other purpose.
Very truly yours,
WINTHROP, STIMSON, PUTNAM
& ROBERTS
<PAGE>
SCHEDULE V-2
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
[Date]
as Underwriters named in the
Underwriting Agreement, dated
, between Texas
Utilities Electric Company and
such Underwriters
c/o
Ladies and Gentlemen:
We have acted as counsel for you in connection with the
execution and delivery of the Distribution Agreement dated
(the "Agreement") between each of you and Texas
-----------
Utilities Electric Company (the "Company"), relating to the
proposed issuance and sale by the Company of
$ aggregate principal amount of its % First
------------ ---
Mortgage Bonds (the "Bonds"), which Bonds are proposed to be
issued under the Company's Mortgage and Deed of Trust, dated as
of December 1, 1983, to Irving Trust Company (now The Bank of New
York), Trustee, supplemented by all indentures supplemental
thereto, including the Supplemental Indenture, dated
-----------
as of (the Mortgage and Deed of Trust as so
--------------
supplemented being hereinafter called the "Mortgage").
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. We
have, with your consent, relied upon an opinion of even date
herewith addressed to you by Worsham, Forsythe & Wooldridge,
L.L.P., of Dallas, Texas, General Counsel for the Company, as to
the matters covered in such opinion relating to Texas law. We
have reviewed such opinion and believe that it is satisfactory
and that you and we are justified in relying thereon. We have
also reviewed the opinion of Reid & Priest LLP required by para-
graph (c) of Section 7 of the Agreement, and we believe such
opinion to be satisfactory.
We have, in addition, examined the documents described in
the list of closing papers as having been delivered to you on the
date hereof and such other documents and satisfied ourselves as
to such other matters as we have deemed necessary in order to
enable us to express the opinions set forth below. We have not
examined the Bonds, except specimens thereof. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and upon statements in the
Registration Statement hereinafter mentioned. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us and the
genuineness and conformity to original documents of documents
submitted to us as certified or photostatic copies. The words
"Registration Statement," "Prospectus" and "Effective Date" as
used herein have the same meanings as the same words in the
Agreement.
We are of the opinion that:
1. The Mortgage has been duly and validly authorized by
all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding instrument
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement of
mortgagees' and other creditors' rights and by general principles
of equity.
2. The Bonds will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and other
creditors' rights and by general principles of equity, and be
entitled to the benefit of the security afforded by the
Mortgage.
3. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of the
Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
4. The Agreement has been duly authorized, executed and
delivered by the Company.
5. The Registration Statement, as of the Effective Date,
and the Prospectus, at the time it was filed with (or
transmitted for filing to) the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424 (as defined
in the Agreement), (except as to the financial statements and
the financial and statistical data contained therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass), complied
as to form in all material respects with the applicable
requirements of the Securities Act of 1933, as amended (the
"Securities Act") statements and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); and the documents
or portions thereof filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by reference in the Registration
Statement and by Prospectus pursuant to Item 12 of Form S-3
(except as to the financial statements and other financial and
statistical data contained or incorporated by reference
therein and except for those parts of the Registration
Statement that constitute the Forms T-1, upon which we do not
pass), at the time they were filed with the Commission,
complied as to form in all material respects with the
requirements of the Exchange Act and the applicable instruc-
tions, rules and regulations of the Commission thereunder or
pursuant to said instructions, rules and regulations were
deemed to comply therewith; the Registration Statement has
become and is effective under the Act and, to the best of our
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the Act.
6. The Mortgage has been duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Bonds under the Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus, and take no responsibility therefor, except insofar
as such statements relate to us and as set forth in paragraph 3
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with counsel
for the Company and with Deloitte & Touche LLP, the independent
certified public accountants who examined certain of the finan-
cial statements incorporated in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the
Registration Statement 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 that the Prospectus, contains an untrue statement
of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. We do
not express any opinion or belief as to the financial statements
or other financial data contained in the Registration Statement
or the Prospectus or as to those parts of the Registration
Statement that constitute the Forms T-1.
Very truly yours,
Winthrop, Stimson, Putnam
& Roberts
Exhibit 1(b)
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series
DISTRIBUTION AGREEMENT
______________________
[Date]
[Names and Addresses of Agents]
Ladies and Gentlemen:
The undersigned, Texas Utilities Electric Company, a
Texas corporation (Company), hereby confirms its agreement with
each of you (individually, an "Agent" and collectively, the
"Agents") as follows.
1. Appointment of Agents.
_____________________
(a) The Company has authorized by appropriate
corporate action and proposes to issue and sell in the
manner contemplated by this agreement not to exceed
$____________ aggregate amount of the Company's Secured
Medium-Term Notes, Series (Securities) registered pursuant
to registration statement No. (as defined in Section
3(a) hereof).
(b) Subject to the terms and conditions stated in this
agreement, the Company hereby appoints each of you as Agent
for the purpose of offering and selling the Securities. The
Company reserves the right to sell the Securities on its own
behalf directly to investors and, from time to time, to
appoint additional agents to sell the Securities, provided
that the Company shall furnish the Agents with reasonable
advance notification of the appointment of any additional
agent to sell the Securities and further provided that such
additional agents shall be required to execute distribution
agreements in form and substance substantially similar to
this agreement. The foregoing shall not be construed to
prevent the Company from selling at any time its securities;
provided, however, in the event the Company shall sell its
First Mortgage Bonds during the period between the date an
offer to purchase Securities is accepted by the Company
under the terms and conditions of this agreement, and the
Settlement Date (as hereinafter defined) and such sale
directly results in the failure of a purchaser to pay for
such Securities, the Company shall be obligated to pay the
Agent the applicable commission for such Securities as set
forth in Exhibit B hereto.
(c) On the basis of the representations and warranties
contained herein, but subject to the terms and conditions
herein set forth, each Agent agrees, as agent of the
Company, to use its reasonable best efforts when requested
by the Company to solicit offers to purchase the Securities
upon the terms and conditions set forth in the Prospectus
(as defined in Section 3(a) hereof) and the Administrative
Procedures attached hereto as Exhibit A, as they may be
amended from time to time (Procedures).
(d) Administrative procedures relating to the offer
and sale of the Securities, the issue and delivery of
certificates representing the Securities and payment for the
Securities are set forth in the Procedures. Each Agent and
the Company agree to perform the respective duties and
obligations to be performed by each of them as provided in
the Procedures. The Procedures may be amended only by a
written agreement among the Company and the Agents. The
Agents agree that the principal amount of Securities to be
offered and sold from time to time, the prices, the interest
rates, the maturities, redemption provisions, if any, and
other terms at which the Securities are to be offered and
sold will be in compliance with limitations established by
the Company with the Agents in accordance with the
Procedures.
(e) Promptly upon the Settlement Date (as defined in
Section 4 hereof), the Company will pay each Agent a
commission as a result of a solicitation made by such Agent
and not for a purchase by such Agent as principal, in the
form of a discount, equal to the applicable percentage of
the principal amount of each Security sold by the Company as
a result of a solicitation made by such Agent as set forth
in Exhibit B hereto.
2. Description of Securities.
_________________________
The Company proposes to issue the Securities under its Mortgage
and Deed of Trust, dated as of December 1, 1983, to Irving Trust
Company (now The Bank of New York), Trustee (Trustee), as
heretofore supplemented and as it is to be further supplemented
by a _________________ Supplemental Indenture (Supplemental
Indenture) to be dated as of __________, 199_, in substantially
the form heretofore delivered to the Agents, said Mortgage and
Deed of Trust, as heretofore supplemented and as it is to be
further supplemented, being hereinafter referred to as the
"Mortgage".
The Securities shall have the series designation,
maturities, interest rates, redemption provisions, if any, and
other terms as set forth in the Prospectus. The Securities will
be issued, and the terms thereof established, from time to time
by the Company in accordance with the Mortgage and the
Procedures.
3. Representations and Warranties of the Company.
_____________________________________________
The Company represents and warrants to each Agent that:
(a) It has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
Form S-3, including a prospectus, on ________, 199__
(Registration No. ____________) for the registration of
$[350,000,000] aggregate amount of the Company's First
Mortgage Bonds ("First Mortgage Bonds") and unsecured debt
securities ("Unsecured Debt Securities") under the
Securities Act of 1933, as amended (the "Securities Act").
Such registration statement ("registration statement No.
_________") was declared effective by the Commission on
_____________. The Company also filed with the Commission
a registration statement on Form S-3 on September 15, 1994
(Registration No. 33-83976) (hereinafter "registration
statement No. 33-83976") for the registration of
$500,000,000 of the Company's First Mortgage Bonds under the
Securities Act. Such registration statement was declared
effective by the Commission on September 26, 1994. The
Company also filed with the Commission post-effective
amendment no. 1 (the "Post-Effective Amendment") to
registration statement No. 33-83976 on July 1, 1997 to
include Unsecured Debt Securities in the securities
registered with the Commission pursuant to the registration
statement No. 33-83976. The Post-Effective Amendment was
declared effective by the Commission on July 9, 1997. All
but $148,850,000 amount of First Mortgage Bonds and
Unsecured Debt Securities registered under the Securities
Act pursuant to registration statement No. 33-83976, as
amended, have been previously issued. References herein to
the term "Registration Statement" as of any date shall be
deemed to refer to registration statement No. ______ and
registration statement No.33-83976, each as amended or
supplemented to such date, including all documents
incorporated by reference therein as of such date pursuant
to Item 12 of Form S-3 ("Incorporated Documents").
References herein to the term "Prospectus" as of any given
date shall be deemed to refer to the prospectus forming a
part of registration statement No. ______, as amended or
supplemented as of such date, and including a prospectus
supplement relating to any of the Securities on any date on
or after the date of such prospectus supplement (other than
by amendments or supplements relating to First Mortgage
Bonds or Unsecured Debt Securities other than the Securities
or, when referring to the Prospectus relating to a
particular offering of Securities, Securities other than the
Securities being offered at a particular time), including
all Incorporated Documents as of such date and including a
prospectus supplement relating to the Securities.
References herein to the term "Effective Date" shall be
deemed to refer to the later of the time and date
registration statement No. ______ was declared effective or
the time and date of the filing thereafter of the Company's
most recent Annual Report on Form 10-K if such filing is
made prior to the Closing Date, as hereinafter defined. The
Company will not file after the date of this agreement any
amendment to the Registration Statement or supplement to the
Prospectus unless the Company has furnished the Agents
through Winthrop, Stimson, Putnam & Roberts (Counsel for the
Agents) copies for its review prior to filing. For the
purposes of this Agreement, any Incorporated Document filed
with the Commission on or after the date of this Agreement
and prior to the Closing Date, as hereinafter defined, shall
be deemed an amendment or supplement to the Registration
Statement and the Prospectus.
(b) On the Effective Date, the Registration Statement
and the Prospectus fully complied and, at the date of this
agreement, the Registration Statement and the Prospectus and
the Mortgage fully comply in all material respects with the
applicable provisions of the Securities Act, the Trust
Indenture Act of 1939, as amended, and the applicable rules
and regulations of the Commission thereunder, or pursuant to
said rules and regulations have been or will be deemed to
comply therewith; on the Effective Date, neither the
Registration Statement nor the Prospectus contained, and at
the date of this agreement neither the Registration
Statement nor the Prospectus contains, an untrue statement of
a material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading; the Incorporated
Documents when filed with, or when transmitted for filing
to, the Commission complied in all material respects with
the applicable provisions of the Securities Exchange Act of
1934, as amended (Exchange Act), and the applicable rules
and regulations of the Commission thereunder, and, when read
together with the Prospectus on said dates did not contain
and do not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading;
provided that the foregoing representations and warranties
in this paragraph (b) shall not apply to statements or omis-
sions made in reliance upon information furnished in writing
to the Company by, or on behalf of, any Agents for use in
connection with the preparation of the Registration State-
ment or the Prospectus, or to any statements in or omissions
from the Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, or amendments thereto, of
the Trustee under the Mortgage.
(c) The consummation of the transactions herein
contemplated and the fulfillment of the terms hereof will
not result in a breach of any of the terms or provisions of,
or constitute a default under, any indenture, mortgage, deed
of trust or other agreement or instrument to which the
Company is now a party.
4. Settlement.
__________
Delivery of Securities in fully registered form shall be made in
accordance with the Procedures. The date of authentication,
issuance and delivery of a Global Security or a Certificated
Security (both as defined in the Procedures attached hereto), as
the case may be, sold against payment therefor is herein called
the "Settlement Date."
5. Obligations of Agents.
_____________________
(a) In soliciting purchases of the Securities from the
Company by others (including customers of the Agents), each
Agent will be acting as sales agent for the Company and not
as principal. Each Agent will use its reasonable best
efforts to solicit purchases of the Securities on behalf of
the Company as contemplated hereby; provided, that each
Agent in its sole discretion can suspend from time to time
its efforts in offering for sale, and soliciting purchases
of, the Securities. In any transaction where an Agent has
acted as agent for the Company and has not purchased as
principal, the Agent will make reasonable efforts to obtain
performance by each purchaser of Securities from the
Company, but the Agent will not have any liability to the
Company in the event any such purchase is not consummated
for any reason. The Company also understands that under no
circumstances shall an Agent be obligated to purchase any
Securities for its own account except to the extent the
Agent has made a firm commitment with the Company in connec-
tion with an offering which has been expressly authorized by
the Company and agreed to by the Agent.
(b) Each Agent agrees that in carrying out the
transactions contemplated by this agreement, it will observe
and comply with all securities or blue-sky laws,
regulations, rules and ordinances in any jurisdiction in
which the Securities may be offered, sold or delivered
applicable to it as Agent hereunder. Each Agent agrees not
to cause any advertisement of the Securities to be published
in any newspaper or periodical or posted in any public place
and not to issue any circular relating to the Securities
other than the Prospectus, except in any such case with the
express consent of the Company.
6. Covenants of the Company.
________________________
The Company agrees:
(a) To advise the Agents (i) when any amendment to the
Registration Statement has become effective or any
supplement to the Prospectus has been filed, (ii) of any
request by the Commission for any amendment of the Regis-
tration Statement or the Prospectus or for any additional
information with respect to the Registration Statement or
the Prospectus, (iii) of the issuance by the Commission of
any "stop order" suspending the effectiveness of the Regis-
tration Statement or the institution, or advice from the
Commission that it is considering the institution, of any
proceeding for that purpose, and (iv) of the receipt by the
Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such "stop order"
and, if issued, to obtain as soon as possible the withdrawal
thereof;
(b) To furnish to each Agent a signed copy of the Reg-
istration Statement as originally filed with the Commission
or, to the extent a signed copy is not available, a
conformed copy, certified by an officer of the Company to be
in the form as originally filed, and of each amendment
thereto, including all documents incorporated by reference
therein and exhibits filed with the Registration Statement
(except those exhibits incorporated by reference), and, so
long as the agreement remains in effect, as soon as possible
after each supplement or amendment to the Prospectus has
been filed with the Commission, as many copies of the
Prospectus, then current, and any documents incorporated by
reference therein, as the Agents may reasonably request for
the purposes contemplated by the Securities Act;
(c) To file all reports, and amendments thereto,
required to be filed by the Company with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act
subsequent to the Effective Date and for so long as this
agreement shall remain in effect and to deliver to the
Agents, without charge, promptly after the filing thereof,
as many copies of each such report and amendment (excluding
exhibits) as the Agents may reasonably request;
(d) If, during the period that this agreement remains
in effect and at any time thereafter when delivery of a
Prospectus shall, in the opinion of Counsel for the Agents,
be required by the Securities Act in connection with the
sale of any of the Securities, any event relating to or
affecting the Company or of which the Company shall be
advised in writing by the Agents shall occur which in the
Company's opinion should be set forth in a supplement to, or
an amendment of, the Prospectus in order to make the Pro-
spectus, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, the
Company will forthwith notify the Agents promptly to suspend
offers for sale and solicitations of purchase of the
Securities, and promptly after the receipt of such notice
the Agents will suspend offers for sale and solicitations of
purchase of the Securities and cease using the Prospectus;
and if the Company shall decide so to amend or supplement
the Registration Statement or Prospectus, the Company will
so advise the Agents and will promptly prepare and file with
the Commission an amendment or supplement to the Registra-
tion Statement or the Prospectus or an appropriate filing
pursuant to Section 13 of the Exchange Act, so that the
Prospectus, as so amended or supplemented, will not contain
any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements
therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, and
will advise the Agents when it may resume offers for sale,
and solicitations of purchases, of the Securities; provided
that should such events relate solely to the activities of
the Agents, then the Agents shall assume the expense of
preparing such amendment or supplement;
(e) To furnish such proper information as may be
lawfully required and otherwise cooperate in qualifying the
Securities for offer and sale under the blue-sky laws of
such jurisdictions as the Agents may designate and will pay
all fees, expenses and legal fees (including counsel fees
not to exceed $7,500) in connection therewith, provided that
the Company shall not be required to qualify as a foreign
corporation or dealer in securities, to file any consents to
service of process under the laws of any jurisdiction, or to
meet any other requirements deemed by the Company to be
unduly burdensome;
(f) To make generally available to the Company's
security holders as soon as practicable following each
calendar quarter, commencing with the quarter beginning
after the date of this agreement and ending with the first
calendar quarter after the quarter which ends twelve
consecutive months after the end of the calendar quarter in
which the last sale of Securities effected pursuant hereto
occurs, an earning statement (which need not be audited)
covering a twelve-month period ending at the close of the
next preceding calendar quarter; which earning statement
shall satisfy the provisions of Section 11(a) of the
Securities Act;
(g) To deliver to the Agents, so long as this
agreement shall remain in effect, as promptly as possible
copies of any published reports of the Company to its
security holders, including any annual report and quarterly
reports of the Company, and any other financial reports made
generally available to its security holders;
(h) To pay all expenses, fees and taxes in connection
with (i) except as provided in Section 6(d) of this
agreement, the preparation, filing, printing and delivery of
copies of the Registration Statement and amendments thereto
and the Prospectus and amendments and supplements thereto,
including in each case all documents incorporated by
reference therein, and this agreement, (ii) the issue and
delivery of the Securities, (iii) the qualification of the
Securities under blue-sky laws as aforesaid (subject to the
limit on such fees specified in Subsection (e) of this
Section), (iv) the furnishing of the opinions of Counsel for
the Company and certificates of the Company, and (v) the
payment or reimbursement of the Agents for the reasonable
fees and expenses of Counsel for the Agents for their
continuing advice and services after the date hereof in
connection with the transactions contemplated hereby. Semi-
annually, the Agents agree to notify the Company in writing
in reasonable detail of such fees and expenses of Counsel
for the Agents; and
(i) Promptly after the execution of this agreement,
the Company will reimburse the Agents for the reasonable
fees and expenses of Counsel for the Agents and other out-
of-pocket expenses of the Agents related to the Agents'
services in connection with the implementation of the
program for the offer and sale of the Securities as
contemplated hereby not exceeding in the aggregate $50,000
(exclusive of fees and expenses referred to in Sections 6(e)
and 6(h) hereof).
7. Conditions of Agents' Obligations.
_________________________________
The obligations of the Agents to act and continue to act as
Agents hereunder shall be subject to the accuracy of the
representations and warranties made herein on the part of the
Company at the date of this agreement and any Settlement Date, to
the performance by the Company of its obligations to be performed
hereunder, and to the following conditions:
(a) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no
proceedings for that purpose shall be pending before, or
threatened by, the Commission; and the Agents shall have
received a certificate, dated the date of this agreement and
signed by an officer of the Company, to the effect that no
such stop order is in effect and that no proceedings for
such purpose are pending before, or to the knowledge of the
Company threatened by, the Commission.
(b) At the date of this agreement the Agents shall
have received from Worsham, Forsythe & Wooldridge, L.L.P.,
general counsel for the Company, Reid & Priest LLP, of
counsel to the Company, and Winthrop, Stimson, Putnam &
Roberts, Counsel for the Agents, opinions in substantially
the form and substance prescribed in Schedules I, II and III
hereto (i) with such changes therein as may be agreed upon
by the Company and the Agents, with the approval of Counsel
for the Agents, and (ii) if the Prospectus relating to the
Securities shall be supplemented or amended after the
Prospectus shall have been filed with, or transmitted for
filing to, the Commission pursuant to Rule 424 of the
General Rules and Regulations under the Securities Act (Rule
424), with any changes therein necessary to reflect such
supplementation or amendment.
(c) At the date of this agreement, the Agents shall
have received from Deloitte & Touche LLP a letter to the
effect that (i) they are independent certified public
accountants with respect to the Company, within the meaning
of the Securities Act and the applicable published rules and
regulations thereunder, (ii) in their opinion, the financial
statements audited by them and included or incorporated by
reference in the Prospectus comply as to form in all
material respects with the applicable accounting
requirements of the Exchange Act and the published rules and
regulations thereunder, (iii) on the basis of a reading of
the unaudited amounts of operating revenues and net income
included or incorporated by reference in the Prospectus and
the related financial statements from which these amounts
were derived, the latest available unaudited financial
statements of the Company, the minute books of the Company,
and inquiries of officers of the Company who have respon-
sibility for financial and accounting matters (it being
understood that the foregoing procedures do not constitute
an audit made in accordance with generally accepted auditing
standards and they would not necessarily reveal matters of
significance with respect to the comments made in such
letter, and accordingly that Deloitte & Touche LLP makes no
representation as to the sufficiency of such procedures for
the Agents' purposes), nothing has come to their attention
which caused them to believe that (A) the unaudited
financial statements incorporated by reference in the
Prospectus were not determined in accordance with generally
accepted accounting principles applied on a basis
substantially consistent with that of the corresponding
amounts in the latest available audited financial
statements, (B) the unaudited amounts of operating revenues
and net income of the Company included or incorporated by
reference in the Prospectus were not determined on a basis
substantially consistent with that of the corresponding
amounts in the audited statements of income incorporated by
reference in the Prospectus, (C) for the twelve months ended
as of the date of the latest available financial statements
of the Company, there were any decreases in operating
revenues or net income as compared with the comparable
period of the preceding year, and (D) at a specified date
not more than seven days prior to the date of such letter,
there was any change in the capital stock of the Company,
short-term bank loans, commercial paper, notes payable to
Texas Utilities Company or long-term debt of the Company or
decrease in its net assets, in each case as compared with
amounts shown in the most recent balance sheet incorporated
by reference in the Prospectus, except in all instances for
changes or decreases that the Prospectus discloses have
occurred or may occur, or which are occasioned by the decla-
ration of a regular quarterly dividend or the acquisition of
long-term debt for sinking fund purposes, or which are de-
scribed in such letter, and (iv) they have compared the
dollar amounts (or percentages or ratios derived from such
dollar amounts) and other financial information included or
incorporated by reference in the Registration Statement and
the Prospectus as reasonably requested by the Agents (in
each case to the extent that such dollar amounts,
percentages and other financial information are derived from
the general accounting records of the Company subject to the
internal controls of the Company's accounting system or are
derived indirectly from such records by analysis or
computation) with the results obtained from inquiries, a
reading of such general accounting records and other
procedures specified in such letter, and have found such
dollar amounts, percentages and other financial information
to be in agreement with such results, except as otherwise
specified in such letter.
(d) Since the most recent dates as of which
information is given in the Registration Statement or the
Prospectus there shall not have been any material adverse
change in the business, property or financial condition of
the Company and, since such dates, there shall not have been
any material transaction entered into by the Company, in
each case other than transactions in the ordinary course of
business or transactions contemplated by the Registration
Statement or Prospectus and at the date of this agreement
the Agents shall have received a certificate to such effect,
signed by an officer of the Company.
(e) On and as of each Settlement Date, the Agents
shall have received (i) from Worsham, Forsythe & Wooldridge,
L.L.P. their opinion confirming the matters set forth in
paragraph 5 of Schedule I hereto, and (ii) a certificate of
an officer of the Company to the effect that the resolutions
of the Company's Board of Directors adopted at a
meeting held are still in full force and
effect and have not been altered, amended or rescinded or
certifying any amendments or alterations thereto or any
resolutions superseding such prior resolutions.
(f) All legal proceedings to be taken in connection
with the issuance and sale of the Securities shall have been
satisfactory in form and substance to Counsel for the
Agents.
In case any of the conditions specified above in this
Section 7 shall not have been fulfilled, the Agents shall have no
further obligation to proceed with any offering, sale, or any
solicitation of purchase, of the Securities.
8. Further Representations and Warranties by the
_____________________________________________
Company.
_______
The Company represents and warrants, and agrees with
the Agents, that:
(a) Each authorization by the Company to the Agents to
offer for sale, or solicit purchases of, the Securities as
provided in the Procedures shall be deemed to be an
affirmation that the representations and warranties of the
Company contained in this agreement are true and correct at
the time of such authorization, and an undertaking that such
representations and warranties will be true and correct at
the time of delivery of and payment for Securities sold
pursuant to such authorization as provided in Section 4
hereof, in each case as though made at and as of each such
time (except that such representations and warranties shall
be deemed to relate to the Registration Statement and the
Prospectus at each such time);
(b) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented, or a document
shall be filed under the Exchange Act which is incorporated
by reference in the Registration Statement or Prospectus
(except (i) supplements or amendments that set forth only
the terms of a particular issue of the Securities, (ii) sup-
plements or amendments relating solely to a change in the
interest rates or maturities of the Securities or a change
in the principal amount of Securities remaining to be sold
or similar changes and (iii) Forms 8-K that are filed solely
for the purpose of filing exhibits pursuant to Item 60l of
Regulation S-K), the Company shall furnish or cause to be
furnished forthwith to the Agents a certificate in form and
substance satisfactory to the Agents in their reasonable
judgment to the effect that the statements contained in the
certificate referred to in Section 7(d) hereof which were
last furnished to the Agents are true and correct at the
time of such amendment or supplement or filing as though
made at and as of such time (except that such statements
shall be deemed to relate to the Registration Statement and
the Prospectus at such time) or, in lieu of such a cer-
tificate, a certificate, in form and substance satisfactory
to the Agents in their reasonable judgment, of the same
general tenor as the certificate referred to in said Section
7(d) but modified to relate to the Registration Statement
and the Prospectus at the time of delivery of such
certificate;
(c) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented, or a document
shall be filed under the Exchange Act which is incorporated
by reference in the Registration Statement or Prospectus
(except (i) supplements or amendments that set forth only
the terms of a particular issue of the Securities relating
solely to the sale of the Securities other than as provided
in paragraph 7(e), (ii) supplements or amendments relating
solely to a change in the interest rates or maturities of
the Securities or a change in the principal amount of
Securities remaining to be sold or similar changes and (iii)
Forms 8-K that are filed solely for the purpose of filing
exhibits pursuant to Item 60l of Regulation S-K), the
Company shall furnish or cause to be furnished forthwith to
the Agents written opinions of Worsham, Forsythe &
Wooldridge, L.L.P., general counsel for the Company and Reid
& Priest LLP, of counsel to the Company, dated the date of
delivery thereof and in form and substance satisfactory to
Counsel for the Agents, of the same tenor as the opinion
required by paragraphs 5 and 11 of Schedule I and paragraphs
2 and 5 of Schedule II hereof but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the date of such opinions or, in lieu of
such opinions, such counsels may furnish to the Agents a
letter to the effect that the Agents may rely on such last
opinion to the same extent as though it were dated the date
of such letter authorizing reliance (except that statements
in such last opinion shall be deemed to relate to the Regis-
tration Statement and the Prospectus at the time of delivery
of such letter authorizing reliance); and
(d) Each time that the Registration Statement or the
Prospectus shall be amended or supplemented to set forth
financial information included in or derived from the
Company's financial statements, or any document containing
financial information so included or derived shall be filed
under the Exchange Act and incorporated by reference in the
Prospectus, the Company shall cause Deloitte & Touche LLP to
furnish to the Agents a letter, dated the date of filing
such amendment or supplement or document with the Commis-
sion, in form and substance satisfactory to the Agents in
their reasonable judgment, of the same general tenor as the
letter referred to in Section 7(c) hereof but with
appropriate modifications to relate to the Registration
Statement and the Prospectus at the date of such letter and
as may be necessary to reflect changes in the financial
information included or incorporated by reference in the
Registration Statement and the Prospectus as then amended or
supplemented since the date of the last previous such letter
furnished to the Agents; provided, however, that no letter
need be furnished with respect to year-end audited financial
statements of the Company if copies of such audited
financial statements are delivered to the Agents.
(e) Notwithstanding the foregoing, it is agreed that
if, at any time and from time to time during the term of
this agreement, the Company should deliver to the Agents
notification of its decision to suspend any sale of
Securities hereunder, then during the period of any such
suspension or suspensions the Company shall be relieved of
its obligation to provide to the Agents the certificate,
opinions and letter required pursuant to Sections 8(b), 8(c)
and 8(d). However, whenever such a suspension is lifted,
the Company shall be required to deliver to the Agents,
prior to the resumption of any sale of Securities hereunder,
the most recent certificate, opinions and letter which would
have been required except for the suspension.
9. Indemnification.
_______________
(a) The Company shall indemnify, defend and hold
harmless each Agent and each person who controls any Agent
within the meaning of Section 15 of the Securities Act from
and against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them
may become subject under the Securities Act or any other
statute or common law and shall reimburse each such Agent
and controlling person for any legal or other expenses (in-
cluding, to the extent hereinafter provided, reasonable
counsel fees) incurred by them in connection with investi-
gating any such losses, claims, damages or liabilities or in
connection with defending any actions, insofar as such
losses, claims, damages, liabilities, expenses or actions
arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any
preliminary prospectus or prospectus prior to the Effective
Date, or in the Registration Statement or the Prospectus, or
the omission or alleged omission to state therein 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; provided, however, that
the indemnity agreement contained in this Section 9 shall
not apply to any such losses, claims, damages, liabilities,
expenses or actions arising out of, or based upon, any such
untrue statement or alleged untrue statement, or any such
omission or alleged omission, if such statement or omission
was (i) made in reliance upon information furnished in
writing to the Company by any Agent, for use in connection
with the preparation of the Registration Statement or the
Prospectus or any amendment or supplement to either thereof,
(ii) made in any information contained in any Prospectus
specified to have been furnished or confirmed by The
Depository Trust Company, or (iii) arising out of, or based
upon, statements in or omissions from that part of the
Registration Statement which shall constitute the Statement
of Eligibility and Qualification under the Trust Indenture
Act of 1939 of the Trustee under the Mortgage; and provided
further, that the indemnity agreement contained in this
Section 9 shall not inure to the benefit of any Agent (or of
any person controlling such Agent) on account of any such
losses, claims, damages, liabilities, expenses or actions
arising from the sale of the Securities to any person if a
copy of the Prospectus (exclusive of the Incorporated Docu-
ments) shall not have been given or sent to such person by
or on behalf of such Agent with or prior to the written
confirmation of the sale involved unless, with respect to
the delivery of any amendment or supplement to the
Prospectus, the alleged omission or alleged untrue statement
was not corrected in such amendment or supplement at the
time of such written confirmation. The indemnity agreement
of the Company contained in this Section 9 and the
representations and warranties of the Company contained in
Section 3 hereof shall remain operative and in full force
and effect regardless of any termination of this agreement
or of any investigation made by or on behalf of any Agent or
any such controlling person, and shall survive the delivery
of the Securities.
(b) Each Agent shall indemnify, defend and hold
harmless the Company, its officers and directors, and each
person who controls the Company within the meaning of
Section 15 of the Securities Act, from and against any and
all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject
under the Securities Act or any other statute or common law
and shall reimburse each of them for any legal or other
expenses (including, to the extent hereinafter provided,
reasonable counsel fees) incurred by them in connection with
investigating any such losses, claims, damages or
liabilities or in connection with defending any actions,
insofar as such losses, claims, damages, liabilities,
expenses or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the
Prospectus, or the omission or alleged omission to state
therein 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
information furnished in writing to the Company by or on
behalf of such Agent for use in connection with the prepa-
ration of the Registration Statement or the Prospectus or
any amendment or supplement to either thereof. Each Agent
hereby furnishes to the Company in writing expressly for use
in the Prospectus (i) the statements relating to the
solicitation of offers by the Agents on the cover page, (ii)
the statements in the first paragraph on page ____
concerning stabilization and other transactions by the
Agents, and, (iii) under "Agents," the list of agents and
statements in the ______, ______ and ______ paragraphs. The
indemnity agreement of each Agent contained in this Section
9 shall remain operative and in full force and effect re-
gardless of any termination of this agreement or of any
investigation made by or on behalf of the Company, its
directors or its officers, or any such controlling person,
and shall survive the delivery of the Securities.
(c) The Company and each Agent shall, upon the receipt
of notice of the commencement of any action against it or
any person controlling it as aforesaid, in respect of which
indemnity may be sought on account of any indemnity
agreement contained herein, promptly give written notice of
the commencement thereof to the party or parties against
whom indemnity shall be sought hereunder, but the omission
so to notify such indemnifying party or parties of any such
action shall not relieve such indemnifying party or parties
from any liability which it or they may have to the
indemnified party otherwise than on account of such
indemnity agreement. In case such notice of any such action
shall be so given, such indemnifying party shall be entitled
to participate at its own expense in the defense, or, if it
so elects, to assume (in conjunction with any other
indemnifying parties) the defense of such action, in which
event such defense shall be conducted by counsel chosen by
such indemnifying party or parties and satisfactory to the
indemnified party or parties who shall be defendant or
defendants in such action, and such defendant or defendants
shall bear the fees and expenses of any additional counsel
retained by them; but if the indemnifying party shall elect
not to assume the defense of such action, such indemnifying
party will reimburse such indemnified party or parties for
the reasonable fees and expenses of any counsel retained by
them; provided, however, if the defendants in any such
action include both the indemnified party and the indemnify-
ing party and counsel for the indemnifying party shall have
reasonably concluded that there may be a conflict of
interest involved in the representation by such counsel of
both the indemnifying party and the indemnified party, the
indemnified party or parties shall have the right to select
separate counsel, satisfactory to the indemnifying party, to
participate in the defense of such action on behalf of such
indemnified party or parties (it being understood, however,
that the indemnifying party shall not be liable for the
expenses of more than one separate counsel representing the
indemnified parties who are parties to such action).
(d) If the indemnification provided for in
subparagraph (a) or (b) above shall be unenforceable under
applicable law by an indemnified party, each indemnifying
party agrees to contribute to such indemnified party with
respect to any and all losses, claims, damages, liabilities
and expenses for which each such indemnification provided
for in subparagraph (a) or (b) above shall be unenforceable,
in such proportion as shall be appropriate to reflect the
relative fault of each indemnifying party 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, liabilities and expenses, 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
any indemnifying party not guilty of such fraudulent mis-
representation. 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 such indemnifying party 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 Agent agree that it would not be just and equitable
if contributions pursuant to this subparagraph (d) were to
be determined by pro rata allocation (even if the Agents
were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the
equitable considerations referred to above.
10. Termination.
___________
(a) This agreement may be terminated at any time by
any party hereto upon the giving of written notice of such
termination to the other parties hereto effective at the
close of business on the date such notice is received. Any
termination of this agreement with respect to any Agent
shall not terminate the agreement with respect to any other
Agent unless the Company specifically terminates the
agreement with all Agents. In the event of any termination,
no party shall have any liability to any other party hereto,
except in respect of Section 1(e), Section 5(b), Section
6(d), (e), (h) and (i) and Section 9 hereof and except that,
if at the time of any such termination the Agents shall have
previously confirmed sales of Securities for which delivery
and payment has not yet been made, the Company shall remain
obligated in respect of such sales as provided in Section 4
hereof and shall continue to have the obligations provided
in Section 8 hereof until delivery of and payment for all
Securities so sold have been completed.
(b) A Terms Agreement (as defined in Section 11
hereof) may be terminated by an Agent which is a party
thereto by delivering written notice thereof to the Company
if (A) after the date of such Terms Agreement and at or
prior to the Settlement Date there shall have occurred and
be continuing any general suspension of trading in
securities on the New York Stock Exchange or there shall
have been established by the New York Stock Exchange or by
the Securities and Exchange Commission or by any federal or
state agency or by the decision of any court, any general
limitation on prices for such trading or any general
restrictions on the distribution of securities, or a general
banking moratorium declared by the State of New York or
federal authorities, or (B) there shall have occurred any
new material (i) outbreak of hostilities, or (ii) other
national or international calamity or crisis, including, but
not limited to, an escalation of hostilities which existed
prior to the date of such Terms Agreement, and the effect of
any such event specified in clause (A) or (B) above on the
financial markets of the United States shall be such as to
make it impracticable in the reasonable judgment of such
Agent to complete the sale of the Securities or (C) in the
reasonable judgment of such Agent, the subject matter of any
amendment or supplement to the Registration Statement or the
Prospectus (other than an amendment or supplement relating
solely to such Agent's activity as Purchaser under the Terms
Agreement) prepared and issued by the Company after the
effectiveness of such Terms Agreement shall have materially
impaired the marketability of the Securities. Any
termination of such Terms Agreement shall be without
liability of any party to any other party except as other-
wise provided in Sections 6(d), (e) and the first sentence
of (h) and in Section 9 of this agreement.
11. Purchases as Principal.
______________________
(a) From time to time any Agent may agree with the
Company to purchase Securities from the Company as
principal, at negotiated discounts, in which case such
purchase shall be made in accordance with the terms of a
separate agreement, which may be (i) an oral agreement, to
be entered into between such Agent and the Company,
confirmed, in writing, by such Agent to the Company, or (ii)
a written agreement, to be entered into between such Agent
and the Company, substantially in the form attached hereto
as Exhibit C (each such oral and written purchase agreement
herein referred to as a Terms Agreement). A Terms Agree-
ment, to the extent set forth therein, may incorporate by
reference specified provisions of this agreement.
(b) An Agent's commitment to purchase Securities
pursuant to a Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the
terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Securities to be
purchased by such Agent pursuant thereto, the maturity date
of such Securities, the price to be paid to the Company for
such Securities, the interest rate and interest rate
formula, if any, applicable to such Securities and any other
terms of such Securities. Each such Terms Agreement may
also specify any requirements for officers' certificates,
opinions of counsel and letters from the independent public
accountants of the Company pursuant to Section 7 hereof. A
Terms Agreement may also specify certain provisions relating
to the reoffering of such Securities by such Agent.
(c) Each Terms Agreement shall specify the time and
place of delivery of and payment for such Securities.
Unless otherwise specified in a Terms Agreement, the
procedural details relating to the issue and delivery of
Securities purchased by an Agent as principal and the
payment therefor shall be as set forth in the Administrative
Procedures (Each date of delivery of payment for
Securities to be purchased by an Agent pursuant to a Terms
Agreement is a Settlement Date).
(d) Unless otherwise specified in a Terms Agreement,
if any Agent is purchasing Securities as principal, such
Agent may resell such Securities to other dealers. Any such
sales may be at a discount, which shall not exceed the
amount set forth in the Prospectus Supplement relating to
such Securities.
12. Miscellaneous.
_____________
THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Any suit, action
or proceeding brought by the Company or any Agent in connection
with, or arising under, this agreement shall be brought only in
the state or federal court of appropriate jurisdiction located
either in the Borough of Manhattan, the City of New York or in
any state or federal court of appropriate jurisdiction located in
the City of Dallas or the Northern District of Texas. This
agreement shall inure to the benefit of the Company, the Agents
and, with respect to the provisions of Section 9 hereof, each
director, officer and controlling person referred to in said
Section 9, and their respective successors. Nothing herein is
intended or shall be construed to give to any other person, firm
or corporation any legal or equitable right, remedy or claim
under or in respect of any provision in this agreement. The term
"successor" as used herein shall not include any purchaser, as
such purchaser, of any of the Securities from the Agents.
13. Notices.
_______
Except as otherwise specifically provided herein or in the
Procedures, all communications hereunder shall be in writing, or
by Telex or facsimile, or by telephone or telegram if
subsequently confirmed in writing, and, if to the Agents, shall
be mailed or delivered to: if to
, Attention: , and if to
, Attention:
, and, if to the Company, shall be mailed or delivered to it
at 1601 Bryan Street, Dallas, Texas 75201, Attention, Treasurer.
14. Counterparts.
____________
This agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same
agreement.
If the foregoing is in accordance with your
understanding of our agreement, please indicate your acceptance
thereof in the space provided below for that purpose, whereupon
this letter and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
TEXAS UTILITIES ELECTRIC COMPANY
By
____________________________
Accepted and delivered as of
the date first above written
By
_________________________________
By:
________________________________
<PAGE>
SCHEDULE I
[Letterhead of Worsham, Forsythe & Wooldridge, L.L.P.]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of up to $
aggregate principal amount of its Secured Medium-Term Notes,
Series (the Notes), pursuant to a Distribution Agreement
dated between each of you and the Company
(Agreement), we advise you that we, as General Counsel for the
Company, have participated in the preparation of (a) the
Company's Mortgage and Deed of Trust, dated as of December 1,
1983, to Irving Trust Company (now The Bank of New York), Trustee
(Trustee), as supplemented by all indentures supplemental
thereto, the latest of which is the Supplemental
Indenture, dated as of , (the Mortgage and Deed of
Trust as so supplemented being hereinafter called the Mortgage),
under which the Notes are proposed to be issued; and (b) the
Registration Statement and the Prospectus (such terms having the
same meaning herein as in the Agreement) filed by the Company
under the Securities Act of 1933, as amended (Securities Act).
We have not examined the Notes, except for specimens thereof.
Upon the basis of our familiarity with these
transactions and with the Company's properties and affairs
generally, we are of the opinion that:
1. The Company is a validly organized and existing
corporation under the laws of the State of Texas.
2. The Company is a public utility corporation duly
authorized by its Articles of Incorporation to conduct the
business that it is now conducting, is subject, as to rates
and services, to the jurisdiction of certain authorities, as
set forth in the Prospectus, and holds valid and subsisting
franchises, licenses and permits authorizing it to carry on
the utility business in which it is engaged.
3. The Company has good and sufficient title to all
the properties presently owned by the Company which are
described in the Mortgage as owned by it and as subject to
the lien thereof, subject only to excepted encumbrances as
defined in the Mortgage, and to minor defects and encum-
brances customarily found in properties of like size and
character, which do not materially impair the use of such
properties by the Company; the descriptions in the Mortgage
of such properties are adequate to constitute the Mortgage
and a lien on the properties so described; the Mortgage
constitutes a valid direct mortgage lien, subject only to
the exceptions enumerated above, on such properties, which
include substantially all the permanent physical properties
and franchises of the Company (other than those expressly
excepted); all permanent physical properties and franchises
acquired by the Company after the date of the Supple-
mental Indenture (other than those expressly excepted) will,
upon such acquisition, become subject to the lien of the
Mortgage, subject, however, to liens if any, existing or
placed thereon at the time of the acquisition thereof by the
Company, and subject to the exceptions enumerated above.
4. The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding
instrument, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of mortgagees' and other creditors' rights
and by general principles of equity.
5. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and
creditors' rights and by general principles of equity, and
will be entitled to the security afforded by the Mortgage.
6. The Agreement has been duly authorized, executed
and delivered by the Company.
7. Other than as stated, referred to or incorporated
by reference in the Registration Statement and the Prospectus,
there are no material pending legal proceedings to which the
Company is a party or of which property of the Company is the
subject which depart from the ordinary routine litigation
incident to the kind of business conducted by the Company,
and to our best knowledge no such proceedings are contemplated.
8. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
9. The portions of the information contained in the
Prospectus which are stated therein to have been made on our
authority have been reviewed by us and, as to matters of law
and legal conclusions, are correct.
10. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the
time it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical
data contained or incorporated by reference therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass),
complied as to form in all material respects with the
applicable requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (Trust Indenture Act), and
the applicable instructions, rules and regulations thereunder;
and the documents or portions thereof filed with the
Commission pursuant to the Securities Exchange Act of 1934,
as amended (Exchange Act), and incorporated by reference in
the Registration Statement and the Prospectus pursuant to
Item 12 of Form S-3 (except as to the financial statements
and other financial and statistical data contained or
incorporated by reference therein and except for those parts
of the Registration Statement that constitute the Forms T-1,
upon which we do not pass), at the time they were filed with
the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder. In passing upon the form of the Registration
Statement and the form of the Prospectus, we necessarily
assume the correctness and completeness of the statements
made to us or included in the Registration Statement and the
Prospectus by the Company and take no responsibility
therefor, except insofar as such statements relate to us and
as set forth in paragraphs 8 and 9 above. Nothing has come
to our attention that would lead us to believe that on the
Effective Date the Registration Statement included 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 that the Prospectus, on
the date hereof, included or includes an untrue statement of
a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading; the Registration Statement has become and is
effective under the Securities Act; and to our best
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the
Securities Act. We do not express any opinion or belief as
to the financial statements or other financial or
statistical data contained or incorporated by reference in
the Registration Statement or the Prospectus or as to those
parts of the Registration Statement that constitute the
Forms T-1.
11. The Mortgage is duly qualified under the Trust
Indenture Act.
12. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Notes under the Agreement.
Very truly yours,
Worsham, Forsythe
& Wooldridge, L.L.P.
By___________________________
A Partner
<PAGE>
SCHEDULE II
[Letterhead of Reid & Priest LLP]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
In connection with the proposed issuance and sale by
Texas Utilities Electric Company (Company) of up to
aggregate principal amount of its Secured Medium-Term Notes,
Series (the Notes), pursuant to a Distribution Agreement
dated between each of you and the Company (Agree-
ment), we advise you that we, as counsel for the Company, have
participated in the preparation of (a) the Company's Mortgage and
Deed of Trust, dated as of December 1, 1983, to Irving Trust Com-
pany (now The Bank of New York), Trustee (Trustee), as
supplemented by all indentures supplemental thereto, the latest
of which is the Supplemental Indenture, dated as of
(the Mortgage and Deed of Trust as so supplemented being
hereinafter called the Mortgage), under which the Notes are
proposed to be issued; and (b) the Registration Statement and
Prospectus (such terms having the same meaning herein as in the
Agreement) filed by the Company under the Securities Act of 1933,
as amended (Securities Act). We have not examined the Notes,
except specimens thereof.
Upon the basis of our familiarity with these trans-
actions and with the affairs and properties of the Company
generally, we are of the opinion that:
1. The Mortgage has been duly and validly authorized
by all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding
instrument, enforceable in accordance with its terms, except
as limited by bankruptcy, insolvency or other laws affecting
the enforcement of mortgagees' and other creditors' rights
and by general principles of equity.
2. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and
other creditors' rights and by general principles of equity,
and be entitled to the benefit of the security afforded by
the Mortgage.
3. The Agreement has been duly authorized, executed
and delivered by the Company.
4. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of
the Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
5. The Registration Statement, as of the Effective Date
(as defined in the Agreement), and the Prospectus, at the
time it was filed with (or transmitted for filing to) the
Securities and Exchange Commission (Commission) pursuant to
Rule 424 (as defined in the Agreement), (except as to the
financial statements and other financial and statistical
data contained or incorporated by reference therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass),
complied as to form in all material respects with the
applicable requirements of the Securities Act and the Trust
Indenture Act of 1939, as amended (Trust Indenture Act); and
the documents or portions thereof filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended
(Exchange Act), and incorporated by reference in the
Registration Statement and the Prospectus pursuant to Item
12 of Form S-3 (except as to the financial statements and
other financial and statistical data contained or
incorporated by reference therein and except for those parts
of the Registration Statement that constitute the Forms T-1,
upon which we do not pass), at the time they were filed with
the Commission, complied as to form in all material respects
with the requirements of the Exchange Act and the applicable
instructions, rules and regulations of the Commission
thereunder or pursuant to said instructions, rules and
regulations were deemed to comply therewith; the
Registration Statement has become and is effective under the
Securities Act; and to our best knowledge, no proceedings
for a stop order with respect thereto are pending or
threatened under Section 8 of the Securities Act.
6. The Mortgage is duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the provisions of the blue-sky laws of any
jurisdiction) is legally required for the authorization of
the issue and sale by the Company of the Notes under the
Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus and take no responsibility therefor, except insofar as
such statements relate to us and as set forth in paragraph 4
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with other
counsel for the Company and with Deloitte & Touche LLP, the inde-
pendent certified public accountants who audited certain of the
financial statements included in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the Regis-
tration Statement 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 that the Prospectus, on the date hereof, contains
an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to those parts of
the Registration Statement that constitute the Forms T-1.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas, but
we have made a study of such laws. As to all matters of Texas
law (including incorporation of the Company, titles to
properties, franchises, licenses and permits, upon which we do
not pass), we have, with your consent, relied upon an opinion of
even date herewith addressed to you by Worsham, Forsythe & Wool-
dridge, L.L.P., Dallas, Texas, General Counsel for the Company.
We believe that you and we are justified in relying on such
opinion.
Very truly yours,
REID & PRIEST LLP
<PAGE>
SCHEDULE III
[Letterhead of Winthrop, Stimson, Putnam & Roberts]
[Date]
[Name and Addresses of Agents]
Ladies and Gentlemen:
We have acted as counsel for you in connection with the
execution and delivery of the Distribution Agreement dated
(the "Agreement") between each of you and Texas
Utilities Electric Company (the "Company"), relating to the
proposed issuance and sale by the Company of up to
$ aggregate principal amount of its Secured Medium-
Term Notes, Series (the "Notes"), which Notes are proposed
to be issued under the Company's Mortgage and Deed of Trust,
dated as of December 1, 1983, to Irving Trust Company (now The
Bank of New York), Trustee, supplemented by all indentures
supplemental thereto, including the Supple-
mental Indenture, dated as of (the Mortgage and Deed
of Trust as so supplemented being hereinafter called the
"Mortgage").
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas. We
have, with your consent, relied upon an opinion of even date
herewith addressed to you by Worsham, Forsythe & Wooldridge,
L.L.P., of Dallas, Texas, General Counsel for the Company, as to
the matters covered in such opinion relating to Texas law. We
have reviewed such opinion and believe that it is satisfactory
and that you and we are justified in relying thereon. We have
also reviewed the opinion of Reid & Priest LLP required by para-
graph (b) of Section 7 of the Agreement, and we believe such
opinion to be satisfactory.
We have, in addition, examined the documents described in
the list of closing papers as having been delivered to you on the
date hereof and such other documents and satisfied ourselves as
to such other matters as we have deemed necessary in order to
enable us to express the opinions set forth below. We have not
examined the Notes, except specimens thereof. As to various
questions of fact material to this opinion, we have relied upon
representations of the Company and upon statements in the
Registration Statement hereinafter mentioned. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us and the
genuineness and conformity to original documents of documents
submitted to us as certified or photostatic copies. The words
"Registration Statement," "Prospectus" and "Effective Date" as
used herein have the same meanings as the same words in the
Agreement.
We are of the opinion that:
1. The Mortgage has been duly and validly authorized by
all necessary corporate action, has been duly and validly
executed and delivered, and is a valid and binding instrument
enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws affecting the enforcement
of mortgagees' and other creditors' rights and by general
principles of equity.
2. The Notes will, when issued and paid for as
contemplated in the Agreement and duly authenticated by the
Trustee under the Mortgage, be legal, valid and binding
obligations of the Company enforceable in accordance with
their terms, except as limited by bankruptcy, insolvency or
other laws affecting the enforcement of mortgagees' and other
creditors' rights and by general principles of equity, and be
entitled to the benefit of the security afforded by the
Mortgage.
3. The statements made in the Prospectus under the
captions "Description of New Bonds" and "Certain Terms of the
Offered Bonds", insofar as they purport to constitute
summaries of the terms of the documents referred to therein,
constitute accurate summaries of the terms of such documents
in all material respects.
4. The Agreement has been duly authorized, executed and
delivered by the Company.
5. The Registration Statement, as of the Effective Date,
and the Prospectus, at the time it was filed with (or
transmitted for filing to) the Securities and Exchange
Commission (the "Commission") pursuant to Rule 424 (as defined
in the Agreement), (except as to the financial statements and
the financial and statistical data contained therein and
except for those parts of the Registration Statement that
constitute the Forms T-1, upon which we do not pass), complied
as to form in all material respects with the applicable
requirements of the Securities Act of 1933, as amended (the
"Securities Act") statements and the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"); and the
documents or portions thereof filed with the Commission pursuant
to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and incorporated by reference in the Registration
Statement and by Prospectus pursuant to Item 12 of Form S-3
(except as to the financial statements and other financial and
statistical data contained or incorporated by reference
therein and except for those parts of the Registration
Statement that constitute the Forms T-1, upon which we do not
pass), at the time they were filed with the Commission,
complied as to form in all material respects with the
requirements of the Exchange Act and the applicable instruc-
tions, rules and regulations of the Commission thereunder or
pursuant to said instructions, rules and regulations were
deemed to comply therewith; the Registration Statement has
become and is effective under the Act and, to the best of our
knowledge, no proceedings for a stop order with respect
thereto are pending or threatened under Section 8 of the Act.
6. The Mortgage has been duly qualified under the Trust
Indenture Act.
7. No other approval, authorization, consent or order
of any public board or body (other than in connection or in
compliance with the blue-sky laws of any jurisdiction) is
legally required for the authorization of the issue and sale
by the Company of the Notes under the Agreement.
In passing upon the forms of the Registration Statement
and the Prospectus, we necessarily assume the correctness and
completeness of the statements made by the Company and the
information included in the Registration Statement and the
Prospectus, and take no responsibility therefor, except insofar
as such statements relate to us and as set forth in paragraph 3
above. In the course of the preparation by the Company of the
Registration Statement and the Prospectus we have had discussions
with certain of its officers and representatives, with counsel
for the Company and with Deloitte & Touche LLP, the independent
certified public accountants who examined certain of the finan-
cial statements incorporated in the Registration Statement. Our
examination of the Registration Statement and the Prospectus and
our discussions did not disclose to us any information which
gives us reason to believe that on the Effective Date the
Registration Statement contained an untrue statement of a mate-
rial fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus, on the date hereof, contains
an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. We do not express any opinion or belief as to the
financial statements or other financial data contained in the
Registration Statement or the Prospectus or as to those parts of
the Registration Statement that constitute the Forms T-1.
Very truly yours,
Winthrop, Stimson, Putnam
& Roberts
<PAGE>
EXHIBIT A
TEXAS UTILITIES ELECTRIC COMPANY
Secured Medium-Term Notes, Series ___
Administrative Procedures
Secured Medium-Term Notes, Series ___, due from nine
months to thirty years from date of issue, each bearing interest
at a fixed rate (Securities), are to be offered on a continuing
basis by Texas Utilities Electric Company (Company). The
aggregate principal amount of Securities to be issued may not
exceed $ ____________.
___________________________________, as agents (each an
"Agent" and collectively the "Agents"), have agreed to use their
reasonable best efforts to solicit offers to purchase the
Securities. The Securities are being sold pursuant to a
Distribution Agreement between the Company and the Agents dated
___________________ (Distribution Agreement) to which these
administrative procedures are attached as an exhibit. The
Securities will be issued under the Company's Mortgage and Deed
of Trust, dated as of December 1, 1983, to Irving Trust Company
(now The Bank of New York), Trustee (Trustee), as heretofore
supplemented and as it is to be further supplemented by a
_____ Supplemental Indenture to be dated as of _______________
(Mortgage). The Bank of New York will act as the paying agent
(Paying Agent) for the payment of principal of and premium, if
any, and interest on the Securities and will perform, as the
Paying Agent, unless otherwise specified by the Company or agreed
to by the parties, the other duties specified herein. Terms
defined in the Distribution Agreement shall have the same meaning
when used in this exhibit.
Each tranche of the Securities will be represented by a
Global Security (as defined below) delivered to The Bank of New
York, as agent for The Depository Trust Company (DTC) and
recorded in the book-entry system maintained by DTC. An owner of
a Security will not be entitled to receive a certificate
representing such a Security except under the limited
circumstances described in the Prospectus. In the event and at
such time that an owner of a Security shall be entitled to
receive a certificate representing such a Security (such security
thereafter, a Certificated Security), appropriate administrative
procedures shall be determined by the Company and the Trustee.
Administrative procedures and specific terms of the
offering are explained below. Securities will be issued in
accordance with the administrative procedures set forth below.
Administrative responsibilities and record-keeping functions not
performed by the Trustee, the Paying Agent or DTC will be
performed by the Company's Treasurer or its Assistant Treasurer.
ADMINISTRATIVE PROCEDURES FOR SECURITIES
In connection with the qualification of the Securities
for eligibility in the book-entry system maintained by DTC, The
Bank of New York will perform the custodial, document control and
administrative functions described below, in accordance with its
respective obligations under a Letter of Representations from the
Company and The Bank of New York to DTC, dated as of ____________
and a Medium-Term Note Certificate Agreement between The Bank of
New York and DTC, dated as of August 17 1989, as amended to the
date hereof (Medium-Term Note Certificate Agreement), and its
obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement System (SDFS).
Issuance
--------
On the date of Settlement (as defined under
"Settlement" below) for each tranche of Securities, the Company
will issue one or more global securities in fully registered form
without coupons (Global Security) representing each such tranche
that has the same Issue Price, Issue Date, Maturity Date, Inter-
est Rate, Interest Payment Dates and terms of redemption, if any
(in each case, and for all purposes of these administrative pro-
cedures, as defined in the Prospectus (collectively the "Terms").
Each Global Security will be dated and issued as of the date of
its authentication by the Trustee. No Global Security will
represent any securities in certificated form.
Denominations of Global Securities
----------------------------------
Global Securities with respect to each tranche will be
denominated in principal amounts not in excess of $200,000,000.
If a tranche of Securities having an aggregate principal amount
in excess of $200,000,000 would, but for the preceding sentence,
be represented by a single Global Security, then one Global
Security will be issued to represent each $200,000,000 principal
amount of such Security or Securities and an additional Global
Security will be issued to represent any remaining principal
amount of such Security or Securities. In such a case, each of
the Global Securities representing such Security or Securities
shall be assigned the same CUSIP number.
Identification Numbers
----------------------
The Company has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the CUSIP Service Bureau) for
the reservation of one series of CUSIP numbers (including tranche
numbers), which series consists of approximately 900 CUSIP
numbers and relates to Global Securities representing the
Securities. The Company has obtained from the CUSIP Service
Bureau a written list of such series of reserved CUSIP numbers
and has delivered to The Bank of New York and to DTC such written
list. The Company will assign CUSIP numbers to Global Securities
as described below under Settlement Procedure B. DTC will notify
the CUSIP Service Bureau periodically of the CUSIP numbers that
the Company has assigned to Global Securities. At any time when
fewer than 100 of the reserved CUSIP numbers of the series remain
unassigned to Global Securities, the Company, if it deems
necessary, will reserve additional CUSIP numbers for assignment
to Global Securities representing the Securities. Upon obtaining
such additional CUSIP numbers, the Company shall deliver a list
of such additional CUSIP numbers to The Bank of New York and DTC.
Registration
------------
Each Global Security will be registered in the name of
Cede & Co., as nominee for DTC, on the bond register maintained
under the Mortgage. The beneficial owner of a Security (or one
or more indirect participants in DTC designated by such
beneficial owner) will designate one or more participants in DTC
(with respect to such Security, the "Participants") to act as
agent or agents for such beneficial owner in connection with the
book-entry system maintained by DTC, and DTC will record
in book-entry form, in accordance with instructions provided by
such Participants, a credit balance with respect to such
beneficial owner in such Security in the account of such
Participants. The ownership interest of such beneficial owner in
such Security will be recorded through the records of such
Participants or through the separate records of such Participants
and one or more indirect participants in DTC.
Transfers
---------
Transfers of a Security will be accomplished by book
entries made by DTC and, in turn, by Participants (and in certain
cases, one or more indirect participants in DTC) acting on behalf
of beneficial transferees and transferors of such Security.
Consolidations
--------------
The Bank of New York may deliver to DTC and the CUSIP
Service Bureau at any time a written notice of consolidation
specifying (i) the CUSIP numbers of two or more outstanding
Global Securities that represent Securities having the same Terms
and for which interest has been paid to the same date, (ii) a
date, occurring at least thirty days after such written notice is
delivered and at least thirty days before the next Interest
Payment Date for such Securities, on which such Global Securities
shall be exchanged for a single replacement Global Security and
(iii) a new CUSIP number to be assigned to such replacement
Global Security. Upon receipt of such a notice, DTC will send to
its Participants (including The Bank of New York) a written
reorganization notice to the effect that such exchange will occur
on such date. Prior to the specified exchange date, The Bank of
New York will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and the new CUSIP number
and stating that, as of such exchange date, the CUSIP numbers of
the Global Securities to be exchanged will no longer be valid.
On the specified exchange date, the Trustee will exchange such
Global Securities for a single Global Security bearing the new
CUSIP number, and the CUSIP numbers of the exchanged Global
Securities will, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately reassigned. Notwith-
standing the foregoing, if the Global Securities to be exchanged
exceed $200,000,000 in aggregate principal amount, one Global
Security will be authenticated and issued to represent each
$200,000,000 of principal amount of the exchanged Global Security
and an additional Global Security will be authenticated and
issued to represent any remaining principal amount of such Global
Securities (see "Denominations" below).
Interest
--------
Interest on each Security will accrue from and include
the original Issue Date of, or the last date to which interest
has been paid on, the Global Security representing such Security.
Each payment of interest on a Security will include interest
accrued through the day preceding, as the case may be, the Inter-
est Payment Date, date of redemption or Maturity Date. Interest
payable on the Maturity Date or date of redemption of a Security
will be payable to the person to whom the principal of such Security
is payable. DTC will arrange for each pending deposit message
described under Settlement Procedure C below to be transmitted to
Standard & Poor's Corporation, which will use the information in
the message to include certain terms of the related Global
Security in the appropriate bond report published by Standard &
Poor's Corporation.
Unless otherwise specified in a Pricing Supplement, the
record date for a Security for the interest payable _______ shall
be __________ and the record date for the interest payable
________ shall be ________________ (each such record date
hereinafter called a "Record Date").
Interest Payments
-----------------
Interest on Securities will be payable on __________
and __________ (each an "Interest Payment Date") and on the
Maturity Date or date of redemption, if any.
Interest payments will be made on each Interest Payment
Date commencing with the first Interest Payment Date following
the Issue Date; provided, however, that the first payment of
interest on any Global Security originally issued between a
Record Date and an Interest Payment Date will occur on the second
Interest Payment Date following the Issue Date. If an Interest
Payment Date falls on any day other than a Business Day (as
defined below), then interest shall be paid on the next
succeeding Business Day and such extended time shall not be
included in the computation of interest. Any day other than a
Saturday or Sunday and other than a day on which banking
institutions are authorized or required by law or regulation to
close in the City of New York shall be a "Business Day".
Promptly after each Record Date, the Paying Agent will
furnish the Company and DTC a written notice specifying by CUSIP
number the amount of interest to be paid on each Global Security
on the following Interest Payment Date (other than an Interest
Payment Date coinciding with the Maturity Date) and the total of
such amounts. DTC will confirm the amount payable on each Global
Security on such Interest Payment Date by reference to the
appropriate bond reports published by Standard & Poor's
Corporation. The Company will confirm the total amount of
interest payments to be made on such Interest Payment Date and
will pay to the Paying Agent the total amount of interest due on
such Interest Payment Date (other than on the Maturity Date),
such that the Paying Agent can pay such amount to DTC at the
times and in the manner set forth under "Manner of Payment"
below. The Participant, indirect participant in DTC or other
person responsible for forwarding payments and materials directly
to the beneficial owner of such Security, will assume
responsibility for withholding taxes on interest paid as required
by law.
Maturity
--------
On or about the first Business Day of each month, the
Paying Agent will deliver to the Company and DTC a written list
of principal, interest and premium, if any, to be paid on each
Global Security maturing on the Maturity Date in the next
succeeding month. The Company and DTC will confirm with the
Paying Agent the amounts of such principal, interest and premium,
if any, payments with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity Date of such
Global Security. The Company will pay to the Paying Agent the
principal amount of such Global Security, together with interest
and premium, if any, due on such Maturity Date such that the
Paying Agent can pay such amounts to DTC at the times and in the
manner set forth below under Manner of Payment. Promptly after
payment to DTC of the principal, interest and premium, if any,
due at the Maturity Date of such Global Security, the Paying
Agent will cancel such Global Security in accordance with the
terms of the Mortgage.
Manner of Payment
-----------------
The total amount of any principal, interest and
premium, if any, due on Global Securities (which such principal,
interest and premium, if any, may be paid by the Company to the
Paying Agent on or before any Interest Payment Date) on any
Interest Payment Date or on the Maturity Date or the date of re-
demption, if any, shall be paid by the Company to the Paying
Agent in immediately available funds. Prior to 11 AM (New York
City time) on each Maturity Date or date of redemption, if any,
or as soon as possible thereafter, the Paying Agent will pay by
separate wire transfer (using Fedwire message entry instructions
in a form previously agreed to with DTC) to an account at the
Federal Reserve Bank of New York previously agreed to with DTC,
in funds available for immediate use by DTC, each payment of
principal (together with, premium, if any, and interest thereon)
due on Global Securities on any Maturity Date or date of
redemption, if any. On each Interest Payment Date, interest
payments shall be made to DTC in same day funds in accordance
with existing arrangements between The Bank of New York and DTC.
Thereafter, on each such date, DTC will pay, in accordance with
its SDFS operating procedures then in effect, such amounts in
funds available for immediate use to the respective Participants
in whose names the Securities represented by such Global Securi-
ties are recorded in the book-entry system maintained by DTC.
Neither the Company nor the Paying Agent shall have any direct
responsibility or liability for the payment by DTC to such
Participants of the principal of, interest on and premium, if
any, on the Securities.
Settlement Procedures
---------------------
In the event of a purchase of Securities by an Agent,
as principal, appropriate settlement details will be set forth in
the applicable Terms Agreement to be entered into between such
Agent and the Company pursuant to the Distribution Agreement.
Settlement procedures with regard to each Security sold
through each Agent shall be as follows:
A. Such Agent will advise the Company by telephone
(confirmed in writing with the signature of the
appropriate Agent, which may include telex or fac-
simile) or by telex or facsimile, of the following
sale information (Sale Information):
1. Exact name in which the Security is to be
registered (Registered Owner).
2. Exact address of the Registered Owner and
address for payment.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount of the Security.
5. Issue price of the Security.
6. Issue date of the Security.
7. Settlement date.
8. Maturity date.
9. Interest rate (annualized).
10. Redemption dates, if any, including any
initial redemption date, par date and lim-
itation date.
11. Redemption premium, if any, including any
initial percentage and reduction percentage.
12. Agent's commission (to be paid in the form of
a discount from the proceeds remitted to the
Company upon Settlement) and Agent's
certification that the purchasers of the
Security have been solicited solely by such
Agent.
13. Net proceeds to the Company.
14. Cost of funds to the Company.
B. The Company will assign a CUSIP number to the
Global Security representing such Security and the
Company will advise The Bank of New York by
telephone or facsimile of such CUSIP number and
the information set forth in Settlement Procedure
A above.
C. The Company will cause to be delivered to the
Trustee, by facsimile, a copy of the written
request for the authentication and delivery of
such Global Security, the CUSIP number and the
name of such Agent, and promptly thereafter will
deliver to the Trustee the executed original of
such written request. The Bank of New York will
also notify the Agent of such CUSIP number by
telephone as soon as practicable. Each such
written request by the Company shall constitute a
representation and warranty by the Company to The
Bank of New York and each Agent that (i) the
Global Security representing such Security is
then, and at the time of issuance and sale thereof
will be, duly authorized for issuance and sale by
the Company, (ii) the Global Security representing
such Security will conform with the terms of the
Mortgage pursuant to which such Security and
Global Security are issued and (iii) upon
authentication and delivery of such Global
Security, the aggregate principal amount of all
Securities initially offered and issued under the
Mortgage will not exceed $ (except for
Global Securities or Securities represented by and
authenticated and delivered in exchange for or in
lieu of Securities in accordance with the
Mortgage).
D. The Trustee will send by facsimile a copy of the
unauthenticated Security to the Company for
verification. The Company will verify that the
Security has been completed appropriately.
E. The Bank of New York will enter a pending deposit
message through DTC's Participant Terminal System,
providing the following settlement information to
DTC, and such information will be routed to
Standard & Poor's Corporation through DTC:
1. The information set forth in Settlement
Procedure A.
2. Initial Interest Payment Date for such
Security, number of days by which such date
succeeds the related Record Date and amount
of interest payable on such Interest Payment
Date.
3. CUSIP number of the Global Security
representing such Security.
4. Whether such Global Security will represent
any other Security (to the extent known at
such time).
5. Interest Payment Period.
F. The Trustee will complete and authenticate the
Global Security representing such Security, the
form of which was previously approved by the
Company, the Agents and the Trustee.
G. DTC will credit such Security to The Bank of New
York's participant account at DTC.
H. The Bank of New York will enter an SDFS deliver
order through DTC's Participant Terminal System
instructing DTC to (i) debit such Security to The
Bank of New York's participant account and credit
such Security to such Agent's participant account
and (ii) debit such Agent's settlement account and
credit The Bank of New York's settlement account
for an amount equal to the price of such Security
less such Agent's commission. The entry of such a
deliver order shall constitute a representation
and warranty by The Bank of New York to DTC that
(a) the Global Security representing such Security
has been issued and authenticated and (b) The Bank
of New York is holding such Global Security
pursuant to the Medium-Term Note Certificate
Agreement.
I. Such Agent will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC (i) to debit such Security to such
Agent's participant account and credit such
Security to the participant accounts of the
Participants with respect to such Security and
(ii) to debit the settlement accounts of such
Participants and credit the settlement account of
such Agent for an amount equal to the price of
such Security.
J. The Bank of New York will transfer to a bank
account designated by the Company, in immediately
available funds, the amount transferred to The
Bank of New York in accordance with Settlement
Procedure H.
K. Such Agent will confirm the purchase of such
Security to the purchaser either by transmitting
to the Participants with respect to such Security
a confirmation order or orders through DTC's
institutional delivery system or by mailing a
written confirmation to such purchaser. Such
Agent will deliver to the purchaser a copy of the
most recent Prospectus applicable to the Security
with or prior to any written offer of Securities
and the confirmation and payment by the purchaser
for the Security.
L. Transfers of funds in accordance with SDFS deliver
orders described in Settlement Procedures H and I
will be settled in accordance with SDFS operating
procedures in effect on the Settlement Date.
Settlement Procedures Timetable
-------------------------------
For offers of Securities accepted by the Company,
Settlement procedures A through L set forth above shall be com-
pleted to the extent possible at or before the respective times
set forth below:
Settlement
Procedure Time (New York)
--------- ---------------
A (1-14) 11 A.M. on the sale date
B -
C 12 Noon on the sale date
D 12 Noon on the Business Day prior to
the Settlement Date
E No later than 2 P.M. on the Business
Day prior to the Settlement Date
F 9 A.M. on the Settlement Date
G 10 A.M. on the Settlement Date
H-I 2 P.M. on the Settlement Date
J-L 4:45 P.M. on the Settlement Date
If Settlement of a Security is rescheduled or canceled,
the Company will instruct The Bank of New York to deliver to DTC
a cancellation message to such effect by no later than 12 Noon on
the Business Day immediately preceding the scheduled Settlement
Date and The Bank of New York will enter such order by 2 PM
through DTC's Participation Terminal System.
Failure to Settle
-----------------
If The Bank of New York or the Agent fails to enter an
SDFS deliver order with respect to a Security pursuant to
Settlement Procedure H or I, The Bank of New York may deliver to
DTC, through DTC's Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC to debit such
Security to The Bank of New York's participant account, provided
that The Bank of New York's participant account contains a
principal amount of the Global Security representing such
Security that is at least equal to the principal amount to be
debited. If a withdrawal message is processed with respect to
all the Securities represented by a Global Security, The Bank of
New York will mark such Global Security canceled, make appro-
priate entries in The Bank of New York's records and send such
canceled Global Security to the Company. The CUSIP number
assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed with respect to
one or more, but not all, of the Securities represented by a
Global Security, The Bank of New York will exchange such Global
Security for another Global Security, which shall represent the
Securities previously represented by the surrendered Global
Security with respect to which a withdrawal message has not been
processed and shall bear the CUSIP number of the surrendered
Global Security.
If the purchase price for any Security is not timely
paid to the Participants with respect to such Security by the
beneficial purchaser thereof (or a person, including an indirect
participant in DTC, acting on behalf of such purchaser), such
Participants and, in turn, the Agent for such Security may enter
SDFS deliver orders through DTC's Participant Terminal System
reversing the orders entered pursuant to Settlement Procedures I
and H, respectively. The Agent will notify the Treasurer or
Assistant Treasurer of the Company by telephone, confirmed in
writing, of such failure. Thereafter, The Bank of New York will
deliver the withdrawal message and take the related actions
described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to
settle with respect to a Security, DTC may take any actions in
accordance with its SDFS operating procedures then in effect. In
the event of a failure to settle with respect to one or more, but
not all, of the Securities to have been represented by a Global
Security, the Trustee will provide, in accordance with Settlement
Procedure F, for the authentication and issuance of a Global
Security representing the other Securities to have been
represented by such Global Security and will make appropriate
entries in its records.
Price to Public
---------------
Each Security will be issued at 100% of principal
amount, unless otherwise determined by the Company and specified
in a supplement to the Prospectus Supplement (Pricing
Supplement).
Date of Issuance
----------------
Each Security will be dated and issued as of the date
of authentication by the Trustee.
Maturities
----------
Each Security will mature on a date mutually agreed
upon by the purchaser and the Company, such date being at least
nine months but not more than thirty years from the date of
issuance.
Settlement
----------
The receipt of immediately available funds by the
Company in payment for a Security (less the applicable com-
mission) and the authentication and issuance of such Security
shall, with respect to such Security, constitute "Settlement."
All offers accepted by the Company will be settled within three
Business Days from the date of acceptance by the Company pursuant
to the timetable for Settlement set forth above, unless the
Company and the purchaser agree to Settlement on a later day;
provided, however, that the Company will so notify the Trustee of
any such later date at the time the Company transmits its written
request for the authentication of the Securities.
Denominations
-------------
The Securities will be initially issued in denom-
inations of $100,000 and any larger denomination which is an
integral multiple of $1,000.
Procedure for Rate Changes
--------------------------
The Company and the Agents will discuss from time to
time the rates of interest per annum to be borne by, the
maturity, and other terms of, the Securities that may be sold as
a result of the solicitation of offers to purchase by the Agents.
When a decision has been reached to change interest
rates on or other variable terms with respect to any Securities
being sold by the Company, the Company will promptly advise the
Agents and the Agents will forthwith suspend solicitation of
offers to purchase such Securities. The Agents will telephone
the Company with recommendations as to the changed interest rates
or other variable terms. At such time as the Company has advised
each of the Agents of the new interest rates on or other variable
terms with respect to the Securities, the Agents may resume
solicitation of offers to purchase such Securities. Until such
time only indications of interest may be recorded.
Acceptance and Rejection of Offers; Authorized Persons
------------------------------------------------------
Verbal instructions regarding sales of Securities will
be given for the Company by _________________, or such other
persons as may be designated from time to time. Verbal
instructions to ___________________ will be accepted by
_________________, ______________ (telephone), _________________
(facsimile), or such other persons as may be designated from time
to time. Verbal instructions to _________________ will be
accepted by _____________________, ____________ (telephone),
_____________ (facsimile) or such other persons as may be
designated from time to time.
The Company shall have the sole right to accept offers
to purchase Securities from the Company and may reject any such
offer in whole or in part. Each Agent shall promptly communicate
to the Company, orally or in writing, each reasonable offer to
purchase Securities from the Company received by it other than
those rejected by such Agent. Each Agent shall have the right,
in its discretion reasonably exercised without advising the
Company, to reject any offers in whole or in part.
Pricing Supplement
------------------
If the Company accepts an offer to purchase a Security,
the Company will prepare a Pricing Supplement reflecting the
terms of such Security and will file the Pricing Supplement with
the Commission not later than the close of business on the second
Business Day following such acceptance of an offer to purchase
such Security and will supply at least ten copies of the Pricing
Supplement to the Agent. The Agent will cause the Prospectus and
Pricing Supplement to be delivered to the purchaser of the
Security in accordance with the procedures set forth in "Delivery
of Prospectus" below.
Such Pricing Supplements should be sent, if the Agent
is _________________, to _________________; if the Agent is
_________________, to ____________________ and if the Agent is
_________________, to ____________________.
Suspension of Solicitation; Amendment or Supplement
---------------------------------------------------
If, during any period in which, in the opinion of
Counsel for the Agents, a prospectus relating to the Securities
is required to be delivered under the Securities Act, any event
occurs as a result of which the Prospectus would include an
untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or
if it is necessary at any time to amend the Prospectus to comply
with the Securities Act, the Company will notify the Agents
promptly to suspend solicitation of purchases of the Securities
and each Agent shall suspend its solicitations of purchases of
Securities; and if the Company shall decide to amend or
supplement the Registration Statement or the Prospectus, it will
promptly advise the Agents by telephone (with confirmation in
writing) and will promptly prepare and file with the Commission
an amendment or supplement which will correct such statement or
omission or an amendment which will effect such compliance. Upon
the Agents' receipt of such amendment or supplement and advice
from the Company that solicitations may be resumed, the Agents
will resume solicitations of purchases of the Securities.
In addition, the Company may instruct the Agents by
telephone to suspend solicitation of offers to purchase at any
time. Upon receipt of such instructions the Agents will forth-
with suspend solicitation of offers to purchase from the Company
until such time as the Company has advised them that solicitation
of offers to purchase may be resumed. If the Company decides to
amend or supplement the Registration Statement or the Prospectus
relating to the Securities (other than to change interest rates,
maturity dates and/or redemption terms), it will promptly advise
the Agents and the Trustee and will furnish the Agents and the
Trustee with copies of the proposed amendment or supplement.
In the event that at the time the Agents, at the
direction of the Company, suspend solicitation of offers to pur-
chase from the Company there shall be any orders outstanding
which have been accepted but which have not been settled, the
Company will promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the Prospectus
as theretofore amended and/or supplemented as in effect at the
time of the suspension may be delivered in connection with the
settlement of such orders. The Company will have the sole
responsibility for such decision and for any arrangement which
may be made in the event that the Company determines that such
orders may not be settled or that copies of such Prospectus may
not be so delivered.
Delivery of Prospectus
----------------------
Each Agent will provide a copy of the relevant
Prospectus, appropriately amended or supplemented, which must
accompany or precede each written offer of a Security by such
Agent, each written confirmation of a sale sent to a purchaser or
his agent by such Agent and each Security delivered to a
purchaser or his agent.
Authenticity of Signatures
--------------------------
The Agents will have no obligation or liability to the
Company or the Trustee in respect of the authenticity of the
signature of any officer, employee or agent of the Company or the
Trustee on any Security.
Advertising Costs
-----------------
The Company will determine with the Agents the amount
and nature of advertising that may be appropriate in offering the
Securities. Upon authorization by the Company, advertising
expenses in connection with solicitation of offers to purchase
Securities from the Company will be paid by the Company.
<PAGE>
EXHIBIT B
The Company agrees to pay each Agent a commission equal
to the following percentage of the aggregate principal amount of
Securities sold to purchasers solicited by such Agent or, in the
event the Securities are being sold at a discount, the issue
price thereof.
Commission Rate (as a
percentage of aggregate
principal amount of
Securities sold or the
issue price, as the
Term case may be)
---- ----------------------
9 months to less than 1 year
12 months to less than 18 months
18 months to less than 2 years
2 years to less than 3 years
3 years to less than 4 years
4 years to less than 5 years
5 years to less than 6 years
6 years to less than 7 years
7 years to less than 10 years
10 years to less than 15 years
15 years to less than 20 years
20 years to 30 years
<PAGE>
EXHIBIT C
TERMS AGREEMENT
[Date]
Texas Utilities Electric Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Attention:
The undersigned agrees to purchase the principal amount
of the Securities described in the Distribution Agreement dated
(the Distribution Agreement) and in Schedule 1
attached hereto (capitalized terms not defined herein shall be as
defined in the Distribution Agreement).
Our obligation to purchase Securities hereunder is
subject to the accuracy of your representations and warranties
contained in the Distribution Agreement on the date hereof and on
the Settlement Date and to your performance and observance of the
covenants and agreements contained in the Distribution Agreement
except those set forth below: [ ]. Our obligation
hereunder is subject to the further condition that we shall
receive (a) the opinions required to be delivered pursuant to
Section 7(b) of the Distribution Agreement, (b) the certificate
required to be delivered pursuant to Section 7(d) of the
Distribution Agreement and (c) the letter required to be de-
livered pursuant to Section 7(c) of the Distribution Agreement,
in each case dated as of the Settlement Date.
This Agreement may be terminated by us by delivering
written notice thereof to you if (a) after the date hereof and at
or prior to the Settlement Date there shall have occurred and be
continuing any general suspension of trading in securities on the
New York Stock Exchange or there shall have been established by
the New York Stock Exchange or by the Securities and Exchange
Commission or by any federal or state agency or by the decision
of any court, any general limitation on prices for such trading
or any general restrictions on the distribution of securities, or
a general banking moratorium declared by the State of New York or
federal authorities, or (b) there shall have occurred any new
material (i) outbreak of hostilities, or (ii) other national or
international calamity or crisis, including, but not limited to,
an escalation of hostilities which existed prior to the date of
this Agreement, and the effect of any such event specified in
clause (a) or (b) above on the financial markets of the United
States shall be such as to make it impracticable in our
reasonable judgment to complete the sale of the Securities or (c)
in our reasonable judgment, the subject matter of any amendment
or supplement to the Registration Statement or the Prospectus
(other than an amendment or supplement relating solely to our
activity as Purchaser) prepared and issued by the Company after
the effectiveness of this Agreement shall have materially
impaired the marketability of the Securities. Any termination of
this Agreement shall be without liability of any party to any
other party except as otherwise provided in Sections 6(d), (e)
and the first sentence of (h) and in Section 9 of the
Distribution Agreement. [Additional terms: ]
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
[Insert name of Purchaser[s]]
By ___________________________
Accepted: , 19__
Texas Utilities Electric Company
By _____________________________
<PAGE>
SCHEDULE 1 TO EXHIBIT C
Registration Statement[s]:
No.
Indenture:
Mortgage and Deed of Trust dated as of December 1,
1983, between the Company and Irving Trust Company (now
The Bank of New York), Trustee, as supplemented.
Title of Purchased Securities:
Aggregate Principal Amount:
Price to Public:
Purchase Price:
___% of the principal amount of the Purchased Securities.
Method and Specified Funds
for Payment of Purchase Price:
Date and Time of Delivery (Settlement Date):
Closing Location:
Redemption Provisions:
Maturity Date:
Interest Rate:
[ %]
Interest Payment Date[s]:
<PAGE>
(continued)
Documents to be Delivered:
The following documents referred to in the Distribution
Agreement shall be delivered as a condition to the
obligations of the Purchaser[s] to purchase and pay for
the Purchased Securities:
<PAGE>
[Set forth any provisions relating to underwriters'
default and step-up of amounts to be purchased by underwriters
acting with the Purchaser[s].]
Additional Terms:
EXHIBIT 4(D)
TEXAS UTILITIES ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
(FORMERLY IRVING TRUST COMPANY)
TRUSTEE UNDER THE TEXAS UTILITIES
ELECTRIC COMPANY MORTGAGE AND
DEED OF TRUST, DATED AS OF
DECEMBER 1, 1983
__________________
______________ SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
[___% SERIES DUE ___________]
[DESIGNATED SECURED MEDIUM-TERM NOTES, SERIES ___]
__________________
DATED AS OF ___________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
<PAGE>
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
________________ SUPPLEMENTAL INDENTURE
_________________________________
INDENTURE, dated as of ________________, between TEXAS
UTILITIES ELECTRIC COMPANY, a corporation of the State of Texas,
whose address is Energy Plaza, 1601 Bryan Street, Dallas, Texas
75201 (hereinafter sometimes called the Company), and THE BANK OF
NEW YORK (formerly Irving Trust Company), a corporation of the
State of New York, whose address is 101 Barclay Street, New York,
New York 10286 (hereinafter sometimes called the Trustee),
Trustee under the Mortgage and Deed of Trust, dated as of
December 1, 1983 (hereinafter called the Original Indenture, the
Original Indenture and any and all indentures and instruments
supplemental thereto being hereinafter sometimes collectively
called the Mortgage), which Original Indenture was executed and
delivered by the Company to secure the payment of bonds issued or
to be issued under and in accordance with the provisions of the
Mortgage, reference to which Mortgage is made, this Indenture
(hereinafter called the _____________ Supplemental Indenture)
being supplemental thereto;
WHEREAS, said Original Indenture was recorded or filed as
required in the State of Texas; and
WHEREAS, the Company executed and delivered to the Trustee
the following supplemental indentures:
DESIGNATION DATED AS OF
----------- -----------
First Supplemental Indenture . . . . . . April 1, 1984
Second Supplemental Indenture . . . . . . September 1, 1984
Third Supplemental Indenture . . . . . . April 1, 1985
Fourth Supplemental Indenture . . . . . . August 1, 1985
Fifth Supplemental Indenture . . . . . . September 1, 1985
Sixth Supplemental Indenture . . . . . . December 1, 1985
Seventh Supplemental Indenture . . . . . March 1, 1986
Eighth Supplemental Indenture . . . . . . May 1, 1986
Ninth Supplemental Indenture . . . . . . October 1, 1986
Tenth Supplemental Indenture . . . . . . December 1, 1986
Eleventh Supplemental Indenture . . . . . December 1, 1986
Twelfth Supplemental Indenture . . . . . February 1, 1987
Thirteenth Supplemental Indenture . . . . March 1, 1987
Fourteenth Supplemental Indenture . . . . April 1, 1987
Fifteenth Supplemental Indenture . . . . July 1, 1987
Sixteenth Supplemental Indenture . . . . September 1, 1987
Seventeenth Supplemental Indenture . . . October 1, 1987
Eighteenth Supplemental Indenture . . . . March 1, 1988
Nineteenth Supplemental Indenture . . . . May 1, 1988
DESIGNATION DATED AS OF
----------- -----------
Twentieth Supplemental Indenture . . . . September 1, 1988
Twenty-first Supplemental Indenture . . . November 1, 1988
Twenty-second Supplemental Indenture . . January 1, 1989
Twenty-third Supplemental Indenture . . . August 1, 1989
Twenty-fourth Supplemental Indenture . . November 1, 1989
Twenty-fifth Supplemental Indenture . . . December 1, 1989
Twenty-sixth Supplemental Indenture . . . February 1, 1990
Twenty-seventh Supplemental Indenture . . September 1, 1990
Twenty-eighth Supplemental Indenture . . October 1, 1990
Twenty-ninth Supplemental Indenture . . . October 1, 1990
Thirtieth Supplemental Indenture . . . . March 1, 1991
Thirty-first Supplemental Indenture . . . May 1, 1991
Thirty-second Supplemental Indenture . . July 1, 1991
Thirty-third Supplemental Indenture . . . February 1, 1992
Thirty-fourth Supplemental Indenture . . April 1, 1992
Thirty-fifth Supplemental Indenture . . . April 1, 1992
Thirty-sixth Supplemental Indenture . . . June 1, 1992
Thirty-seventh Supplemental Indenture . . June 1, 1992
Thirty-eighth Supplemental Indenture . . August 1, 1992
Thirty-ninth Supplemental Indenture . . . October 1, 1992
Fortieth Supplemental Indenture . . . . . November 1, 1992
Forty-first Supplemental Indenture . . . December 1, 1992
Forty-second Supplemental Indenture . . . March 1, 1993
Forty-third Supplemental Indenture . . . April 1, 1993
Forty-fourth Supplemental Indenture . . . April 1, 1993
Forty-fifth Supplemental Indenture . . . May 1, 1993
Forty-sixth Supplemental Indenture . . . July 1, 1993
Forty-seventh Supplemental Indenture . . October 1, 1993
Forty-eighth Supplemental Indenture . . . November 1, 1993
Forty-ninth Supplemental Indenture . . . May 1, 1994
Fiftieth Supplemental Indenture . . . . . May 1, 1994
Fifty-first Supplemental Indenture . . . August 1, 1994
Fifty-second Supplemental Indenture . . . April 1, 1995
Fifty-third Supplemental Indenture . . June 1, 1995
Fifty-fourth Supplemental Indenture . . October 1, 1995
Fifty-fifth Supplemental Indenture . . March 1, 1996
Fifty-sixth Supplemental Indenture . . September 1, 1996
Fifty-seventh Supplemental Indenture . February 1, 1997
Fifty-eighth Supplemental Indenture . . July 1, 1997
*
________________________
* Here will be inserted additional executed Supplemental
Indentures.
<PAGE>
which supplemental indentures were or are to be recorded or filed
as required in the State of Texas; and
WHEREAS, by the Original Indenture, the Company covenanted
that it would execute and deliver such supplemental indenture or
indentures and such further instruments and do such further acts
as may be necessary or proper to carry out more effectually the
purposes of the Mortgage and to make subject to the Lien of the
Mortgage any property thereafter acquired and intended to be
subject to the Lien thereof; and
WHEREAS, in addition to the property described in the
Original Indenture, the Company has acquired certain other
property, rights and interests in property; and
WHEREAS, the Company has heretofore issued as of
________________, in accordance with the provisions of the
Original Indenture, as heretofore supplemented, the following
series of First Mortgage and Collateral Trust Bonds and First
Mortgage Bonds:
Principal Principal
Amount Amount
Series Issued Outstanding
------ ---------- -----------
12% Series due March 1, 1985 . . $ 1,000,000 $ None
13 5/8% Series due April 1, 2014 100,000,000 None
13 1/2% Series due September 1, 2014 150,000,000 None
12 7/8% Series due April 1, 2015 150,000,000 None
12% Series due August 1, 2015 . . 100,000,000 None
12% Series due September 1, 2015 75,000,000 None
11 1/8% Series due December 1, 2015 150,000,000 None
9 3/8% Series due March 1, 2016 . 200,000,000 None
9 3/4% Series due May 1, 2016 . . 200,000,000 None
7 3/4% Pollution Control Series C 70,000,000 None
8 1/4% Pollution Control Series D 200,000,000 None
9 1/2% Series due December 1, 2016 300,000,000 None
9 1/4% Series due February 1, 2017 250,000,000 None
7 7/8% Pollution Control Series E 100,000,000 None
10 1/2% Series due April 1, 2017 250,000,000 None
9 1/2% Series due July 1, 1997 . 150,000,000 None
10 1/2% Series due July 1, 2017 . 150,000,000 None
9% Pollution Control Series F . 55,000,000 None
9% Pollution Control Series G . 12,000,000 None
9 7/8% Pollution Control Series H 112,000,000 None
9 1/4% Pollution Control Series I 100,000,000 54,005,000
10 3/8% Series due May 1, 1998 . 150,000,000 None
11 3/8% Series due May 1, 2018 . 150,000,000 None
Secured Medium-Term Notes, Series A 300,000,000 30,000,000
10.44% Series due November 1, 2008 150,000,000 3,000,000
8 1/4% Pollution Control Series J 100,000,000 100,000,000
9 1/2% Series due August 1, 1999 200,000,000 200,000,000
10% Series due August 1, 2019 . . 100,000,000 None
Principal Principal
Amount Amount
Series Issued Outstanding
------ ---------- -----------
9 7/8% Series due November 1, 2019 150,000,000 None
Secured Medium-Term Notes, Series B 150,000,000 125,000,000
8 1/8% Pollution Control Series K 50,000,000 50,000,000
8 1/8% Pollution Control Series L 40,000,000 40,000,000
10 5/8% Series due September 1, 2020 250,000,000 None
Secured Medium-Term Notes, Series C 150,000,000 None
8 1/4% Pollution Control Series due
October 1, 2020 . . . . . . . . 11,000,000 11,000,000
7 7/8% Pollution Control Series due
March 1, 2021 . . . . . . . . . 100,000,000 100,000,000
9 3/4% Series due May 1, 2021 . . 300,000,000 275,855,000
0% Pollution Control Series M
due June 1, 2021 . . . . . . . 86,250,000 None
0% Pollution Control Series N due
June 1, 2021 . . . . . . . . . 57,500,000 None
0% Pollution Control Series O due
June 1, 2021 . . . . . . . . . 57,500,000 None
0% Pollution Control Series P due
June 1, 2021 . . . . . . . . . $115,000,000 $ 75,831,000
8 1/8% Series due February 1, 2002 150,000,000 150,000,000
8 7/8% Series due February 1, 2022 175,000,000 175,000,000
8 1/4% Series due April 1, 2004 . 100,000,000 100,000,000
9% Series due April 1, 2022 . . . 100,000,000 100,000,000
6 3/4% Pollution Control Series due
April 1, 2022 . . . . . . . . . 50,000,000 50,000,000
7 1/8% Series due June 1, 1997 . 150,000,000 None
8% Series due June 1, 2002 . . . 147,000,000 147,000,000
6 5/8% Pollution Control Series due
June 1, 2022 . . . . . . . . . 33,000,000 33,000,000
6 3/8% Series due August 1, 1997 175,000,000 None
7 3/8% Series due August 1, 2001 150,000,000 150,000,000
8 1/2% Series due August 1, 2024 175,000,000 163,000,000
6.70% Pollution Control Series due
October 1, 2022 . . . . . . . . 16,935,000 16,935,000
6.55% Pollution Control Series due
October 1, 2022 . . . . . . . . 40,000,000 40,000,000
7 3/8% Series due November 1, 1999 100,000,000 100,000,000
8 3/4% Series due November 1, 2023 200,000,000 195,550,000
6 1/2% Pollution Control Series due
December 1, 2027 . . . . . . . 46,660,000 46,660,000
6 3/4% Series due March 1, 2003 . 200,000,000 200,000,000
7 7/8% Series due March 1, 2023 . 300,000,000 300,000,000
6.05% Pollution Control Series due
April 1, 2025 . . . . . . . . . 90,000,000 90,000,000
6.10% Pollution Control Series due
April 1, 2028 . . . . . . . . . 50,000,000 50,000,000
5 7/8% Series due April 1, 1998 . 175,000,000 175,000,000
6 3/4% Series due April 1, 2003 . 100,000,000 100,000,000
7 7/8% Series due April 1, 2024 . 225,000,000 225,000,000
0% Pollution Control Series due
June 1, 2023 . . . . . . . . . 115,000,000 115,000,000
5 3/4% Series due July 1, 1998 . 150,000,000 150,000,000
6 3/4% Series due July 1, 2005 . 100,000,000 100,000,000
7 5/8% Series due July 1, 2025 . 250,000,000 250,000,000
5 1/2% Series due October 1, 1998 125,000,000 125,000,000
6 1/4% Series due October 1, 2004 125,000,000 125,000,000
7 3/8% Series due October 1, 2025 300,000,000 208,000,000
5 1/2% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 50,000,000 50,000,000
5.55% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 75,000,000 75,000,000
Principal Principal
Amount Amount
Series Issued Outstanding
------ --------- -----------
5.85% Pollution Control Series due
May 1, 2022 . . . . . . . . . . 33,465,000 33,465,000
Floating Rate Series due
May 1, 1999 . . . . . . . . . . 300,000,000 None
Pollution Control Series Q due
May 1, 2029 . . . . . . . . . . 45,045,500 45,045,500
Pollution Control Series R due
May 1, 2029 . . . . . . . . . . 45,045,500 45,045,500
0% Series due 1994 . . . . . . . 1,013,831,000 None
Pollution Control Series S due
April 1, 2030 . . . . . . . . . 58,270,500 58,270,500
Pollution Control Series T due
April 1, 2030 . . . . . . . . . 18,400,000 18,400,000
Pollution Control Series U . . . 136,108,250 136,108,250
Pollution Control Series V . . . 136,108,250 136,108,250
Pollution Control Series W . . . 13,857,500 13,857,500
Pollution Control Series X . . . 21,246,250 21,246,250
Secured Medium-Term Notes,
Series D . . . . . . . . . . . 201,150,000 201,150,000
Pollution Control Series Y . . . 28,819,000 28,819,000
Pollution Control Series Z . . . 66,642,500 66,642,500
Pollution Control Series AA . . . 28,750,000 28,750,000
Pollution Control Series AB . . . 28,750,000 28,750,000
Pollution Control Series AC . . . 70,397,250 70,397,250
Pollution Control Series AD . . . 57,500,000 57,500,000
Pollution Control Series AE . . . 57,500,000 57,500,000
Pollution Control Series AF . . . 36,000,750 36,000,750
Pollution Control Series AG . . . 28,801,750 28,801,750
Pollution Control Series AH . . . 33,079,750 33,079,750
Pollution Control Series AI . . . 59,253,750 59,253,750
Pollution Control Series AJ . . . 13,800,000 13,800,000
*
_____________________
* Here will be inserted outstanding series.
which bonds are also hereinafter sometimes called bonds of the
First through ________________ Series, respectively; and
WHEREAS, Section 2.01 of the Original Indenture provides
that the form of each series of bonds (other than the First
Series) issued thereunder and of the coupons to be attached to
coupon bonds of such series shall be established by Resolution of
the Board of Directors of the Company, and that the form of such
series, as established by said Board of Directors, shall specify
the descriptive title of the bonds and various other terms
thereof, and may also have such omissions or modifications or
contain such provisions not prohibited by the provisions of the
Mortgage as the Board of Directors may, in its discretion, cause
to be inserted therein expressing or referring to the terms and
conditions upon which such bonds are to be issued and/or
secured under the Mortgage; and
WHEREAS, Section 22.04 of the Original Indenture provides,
among other things, that any power, privilege or right expressly
or impliedly reserved to or in any way conferred upon the Company
by any provision of the Mortgage, whether such power, privilege
or right is in any way restricted or is unrestricted, may be in
whole or in part waived or surrendered or subjected to any
restriction if at the time unrestricted, or to additional
restriction if already restricted, and the Company may enter into
any further covenants, limitations, restrictions or provisions
for the benefit of any one or more series of bonds issued
thereunder, or the Company may cure any ambiguity contained
therein, or in any supplemental indenture, or may establish the
terms and provisions of any series of bonds other than the First
Series, by an instrument in writing executed and acknowledged by
the Company in such manner as would be necessary to entitle a
conveyance of real estate to be recorded in all of the states in
which any property at the time subject to the Lien of the
Mortgage shall be situated; and
WHEREAS, the Company now desires to create ____ series of
bonds and to add to its covenants and agreements contained in the
Mortgage certain other covenants and agreements to be observed by
it and to alter and amend in certain respects the covenants and
provisions contained in the Mortgage; and
WHEREAS, the execution and delivery by the Company of this
_______________ Supplemental Indenture, and the terms of the
bonds of the ___________________ Series, hereinafter referred to,
have been duly authorized by the Board of Directors of the
Company by appropriate resolutions of said Board of Directors;
NOW, THEREFORE, THIS INDENTURE WITNESSETH: That the
Company, in consideration of the premises and of Ten Dollars to
it duly paid by the Trustee at or before the ensealing and
delivery of these presents, the receipt whereof is hereby
acknowledged, and in order to secure the payment of both the
principal of and interest and premium, if any, on the bonds from
time to time issued under the Mortgage, according to their tenor
and effect and the performance of all the provisions of the
Mortgage (including any instruments supplemental thereto and any
modification made as in the Mortgage provided) and of said bonds,
hath granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
and confirmed and granted a security interest in and by these
presents doth grant, bargain, sell, release, convey, assign,
transfer, mortgage, hypothecate, affect, pledge, set over and
confirm and grant a security interest in (subject, however, to
Excepted Encumbrances as defined in Section 1.06 of the Original
Indenture) unto The Bank of New York, Trustee under the Mortgage,
and to its successor or successors in said trust, and to said
Trustee and its successors and assigns forever, all properties of
the Company, real, personal and mixed, of the kind or nature
specifically mentioned in the Original Indenture, as heretofore
supplemented, or of any other kind or nature acquired by the
Company on or after the date of the execution and delivery of the
Original Indenture (except any herein or in the Original
Indenture expressly excepted), now owned or, subject to the
provisions of Section 18.03 of the Original Indenture, hereafter
acquired by the Company (by purchase, consolidation, merger,
donation, construction, erection or in any other way) and
wheresoever situated, including (without in anywise limiting or
impairing by the enumeration of the same, the scope and intent of
the foregoing or of any general description contained in this
_______________ Supplemental Indenture) all real estate, lands,
easements, servitudes, licenses, permits, franchises, privileges,
rights of way and other rights in or relating to real estate or
the occupancy of the same; all power sites, flowage rights, water
rights, water locations, water appropriations, ditches, flumes,
reservoirs, reservoir sites, canals, raceways, waterways, dams,
dam sites, aqueducts, and all other rights or means for
appropriating, conveying, storing and supplying water; all rights
of way and roads; all plants for the generation of electricity by
steam, water and/or other power; all power houses, gas plants,
street lighting systems, standards and other equipment incidental
thereto; all telephone, radio and television systems, air-
conditioning systems and equipment incidental thereto, water
wheels, water works, water systems, steam heat and hot water
plants, substations, lines, service and supply systems, bridges,
culverts, tracks, ice or refrigeration plants and equipment,
offices, buildings and other structures and the equipment
thereof; all machinery, engines, boilers, dynamos, turbines,
electric, gas and other machines, prime movers, regulators,
meters, transformers, generators (including, but not limited to,
engine driven generators and turbo-generator units), motors,
electrical, gas and mechanical appliances, conduits, cables,
water, steam heat, gas or other pipes, gas mains and pipes,
service pipes, fittings, valves and connections, pole and
transmission lines, towers, overhead conductors and devices,
underground conduits, underground conductors and devices, wires,
cables, tools, implements, apparatus, storage battery equipment,
and all other fixtures and personalty; all municipal and other
franchises, consents or permits; all lines for the transmission
and distribution of electric current, gas, steam heat or water
for any purpose including towers, poles, wires, cables, pipes,
conduits, ducts and all apparatus for use in connection therewith
and (except as herein or in the Original Indenture expressly
excepted) all the right, title and interest of the Company in and
to all other property of any kind or nature appertaining to
and/or used and/or occupied and/or enjoyed in connection with any
property hereinbefore or in the Original Indenture described.
TOGETHER WITH all and singular the tenements,
hereditaments, prescriptions, servitudes and appurtenances
belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder
and remainders and (subject to the provisions of Section 13.01 of
the Original Indenture) the tolls, rents, revenues, issues,
earnings, income, product and profits thereof, and all the
estate, right, title and interest and claim whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire in and to the aforesaid property and franchises and every
part and parcel thereof.
IT IS HEREBY AGREED by the Company that, subject to the
provisions of Section 18.03 of the Original Indenture, all the
property, rights and franchises acquired by the Company (by
purchase, consolidation, merger, donation, construction, erection
or in any other way) after the date hereof, except any herein or
in the Original Indenture expressly excepted, shall be and are as
fully granted and conveyed hereby and as fully embraced within
the Lien of the Original Indenture and the Lien hereof as if such
property, rights and franchises were now owned by the Company and
were specifically described herein and conveyed hereby.
PROVIDED that the following are not and are not intended to
be now or hereafter granted, bargained, sold, released, conveyed,
assigned, transferred, mortgaged, hypothecated, affected,
pledged, set over or confirmed hereunder, nor is a security
interest therein hereby or by the Original Indenture, as
heretofore supplemented, granted or intended to be granted, and
the same are hereby expressly excepted from the Lien and
operation of the Original Indenture, as heretofore supplemented,
and from the Lien and operation of this _________________
Supplemental Indenture, viz.: (1) cash, shares of stock, bonds,
notes and other obligations and other securities not hereinbefore
or hereafter specifically pledged, paid, deposited, delivered or
held under the Mortgage or covenanted so to be; (2) merchandise,
equipment, apparatus, materials or supplies held for the purpose
of sale or other disposition in the usual course of business or
for the purpose of repairing or replacing (in whole or in part)
any rolling stock, buses, motor coaches, automobiles or other
vehicles or aircraft or boats, ships, or other vessels and any
fuel, oil and similar materials and supplies consumable in the
operation of any of the properties of the Company; rolling stock,
buses, motor coaches, automobiles and other vehicles and all
aircraft; boats, ships and other vessels; all timber, minerals,
mineral rights and royalties; (3) bills, notes and other
instruments and accounts receivable, judgments, demands, general
intangibles and choses in action, and all contracts, leases and
operating agreements not specifically pledged hereunder or under
the Mortgage or covenanted so to be; (4) the last day of the term
of any lease or leasehold which may hereafter become subject to
the Lien of the Mortgage; (5) electric energy, gas, water, steam,
ice, and other materials or products generated, manufactured,
produced, or purchased by the Company for sale, distribution or
use in the ordinary course of its business; (6) any natural gas
wells or natural gas leases or natural gas transportation lines
or other works or property used primarily and principally in the
production of natural gas or its transportation, primarily for
the purpose of sale to natural gas customers or to a natural gas
distribution or pipeline company, up to the point of connection
with any distribution system; and (7) the Company's franchise to
be a corporation; provided, however, that the property and rights
expressly excepted from the Lien and operation of the Original
Indenture and this ________________ Supplemental Indenture in the
above subdivisions (2) and (3) shall (to the extent permitted by
law) cease to be so excepted in the event and as of the date that
the Trustee or a receiver or trustee shall enter upon and take
possession of the Mortgaged and Pledged Property in the manner
provided in Article XV of the Original Indenture by reason of the
occurrence of a Default.
TO HAVE AND TO HOLD all such properties, real, personal and
mixed, granted, bargained, sold, released, conveyed, assigned,
transferred, mortgaged, hypothecated, affected, pledged, set over
or confirmed or in which a security interest has been granted by
the Company as aforesaid, or intended so to be (subject, however,
to Excepted Encumbrances as defined in Section 1.06 of the
Original Indenture), unto The Bank of New York, Trustee, and its
successors and assigns forever.
IN TRUST NEVERTHELESS, for the same purposes and upon the
same terms, trusts and conditions and subject to and with the
same provisos and covenants as are set forth in the Original
Indenture, as heretofore supplemented, this ________________
Supplemental Indenture being supplemental to the Original
Indenture.
AND IT IS HEREBY COVENANTED by the Company that all the
terms, conditions, provisos, covenants and provisions contained
in the Original Indenture, as heretofore supplemented, shall
affect and apply to the property hereinbefore described and
conveyed and to the estate, rights, obligations and duties of the
Company and the Trustee and the beneficiaries of the trust with
respect to said property, and to the Trustee and its successors
as Trustee of said property, in the same manner and with the same
effect as if said property had been owned by the Company at the
time of the execution of the Original Indenture, and had been
specifically and at length described in and conveyed to said
Trustee by the Original Indenture as a part of the property
therein stated to be conveyed.
The Company further covenants and agrees to and with the
Trustee and its successors in said trust under the Mortgage, as
follows:
ARTICLE I
______________ SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"____________" (herein sometimes referred to as the "___________
Series"), each of which shall also bear the descriptive title
"First Mortgage Bond", and the form thereof, which shall be
established in accordance with a Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the ___________ Series shall mature on
_________________, and shall be issued as fully registered bonds
in denominations of ______________ Dollars and, at the option of
the Company, in any multiple or multiples thereof (the exercise
of such option to be evidenced by the execution and delivery
thereof); they shall bear interest at the rate of ______% per
annum, payable semi-annually on ________ and ____________ of each
year commencing _______________; the principal of and interest on
each said bond to be payable at the office or agency of the
Company in the Borough of Manhattan, The City of New York, New
York, [or at the office or agency of the Company in the City of
Dallas, Texas, as the holder of any said bond may elect,] in such
coin or currency of the United States of America as at the time
of payment is legal tender for public and private debts. Bonds
of the ____________ Series shall be dated as in Section 2.03 of
the Original Indenture provided.
Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the
_____________ Series, all bonds of the ___________Series
authenticated by the Trustee after the Record Date hereinafter
specified for any interest payment date, and prior to such
interest payment date, shall be dated the date of authentication,
but shall bear interest from such interest payment date subject
to the provisions and exceptions of subdivision (I) of this
Section 1, and the person in whose name any bond of the
_____________________________ Series is registered at the close
of business on any Record Date with respect to any interest
payment date shall be entitled to receive the interest payable on
such interest payment date, notwithstanding the cancellation of
such bond of the _____________ Series, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to
such interest payment date, subject to the provisions and
exceptions of subdivision (I) of this Section 1. "Record Date"
for bonds of the _______________________ Series shall mean
___________ for interest payable _________________ and shall mean
___________________ for interest payable _____________________.
*[SECTION 1. There shall be a series of bonds designated "Secured
Medium-Term Notes, Series _________" (herein sometimes referred
to as the "_____________ Series"), each of which shall also bear
the descriptive title "First Mortgage Bond", and the form
thereof, which shall be established by Resolution of the Board of
Directors of the Company, shall contain suitable provisions with
respect to the matters hereinafter in this Section specified.
Bonds of the ____________ Series shall be issued as fully
registered bonds in denominations of One Thousand Dollars and, at
the option of the Company, in any multiple or multiples thereof
(the exercise of such option to be evidenced by the execution and
delivery thereof); each bond of the ____________ Series shall
mature on such date not less than ______________ nor more than
___________ from the date of issue, shall bear interest at such
rate or rates, payable semi-annually on ____________ and
___________ in each year and at maturity (each an interest
payment date), and have such other terms and provisions not
inconsistent with the Original Indenture as the Board of
Directors may determine in accordance with a Resolution filed
with the Trustee referring to this __________ Supplemental
Indenture; the principal of and interest on each said bond to be
payable at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, in such coin or
currency of the United States of America as at the time of
payment is legal tender for public and private debts. Bonds of
the ____________ Series shall be dated as in Section 2.03 of the
Original Indenture provided.
Notwithstanding the foregoing, so long as there is no
existing default in the payment of interest on the bonds of the
__________________ Series, all bonds of the ________________
Series authenticated by the Trustee after the Record Date
hereinafter specified for any interest payment date, and prior to
such interest payment date (unless the Issue of Date hereinafter
specified is after such Record Date), shall be dated the date of
___________________
* These provisions will be inserted in lieu of the first two
paragraphs of Section 1 above in any supplemental indenture
relating to the issuance of First Mortgage Bonds which are
designated "Secured Medium-Term Notes, Series ___."
<PAGE>
authentication, but shall bear interest from such interest
payment date subject to the provisions and exceptions of
subdivision (I) of this Section 1, and the person in whose name
any bond of the ________________ Series is registered at the
close of business on any Record Date with respect to any interest
payment date shall be entitled to receive the interest payable on
such interest payment date, notwithstanding the cancellation of
such bond of the ________________ Series, upon any transfer or
exchange thereof subsequent to the Record Date and on or prior to
such interest payment date, subject to the provisions and
exceptions of subdivision (I) of this Section 1. If the Issue
Date of the bonds of the ________________ Series of a designated
interest rate and maturity is after such Record Date, such bonds
shall bear interest from the Issue Date but payment of interest
shall commence on the second interest payment date succeeding
the Issue Date. "Record Date" for bonds of the _______________
Series shall mean ________________ for interest payable
____________ and ______________ for interest payable _________,
provided that, interest payable on the maturity date will be
payable to the person to whom the principal of the bonds shall be
payable. "Issue Date" with respect to bonds of the ___________
Series of a designated interest rate and maturity shall mean the
date of the first authentication of bonds of such designated
interest rate and maturity.]
*[The Company reserves the right to establish at any time by
Resolution of the Board of Directors of the Company a form of
coupon bond, and of appurtenant coupons, for the _______________
Series and to provide for exchangeability of such coupon bonds
with the bonds of the ______________ Series issued hereunder in
fully registered form and to make an appropriate provisions for
such purposes.]
(I) Any interest on any bond of the
__________________________ Series which is payable but is not
punctually paid or duly provided for, on any interest payment
date (herein called "Defaulted Interest"), shall forthwith cease
to be payable to the registered owner on the relevant Record Date
solely by virtue of such owner having been such owner; and such
Defaulted Interest may be paid by the Company, at its election in
each case, as provided in subsection A or B below:
A. The Company may elect to make payment of any
Defaulted Interest on the bonds of the _______________
Series to the persons in whose names such bonds are
registered at the close of business on a Special Record
Date (as hereinafter defined) for the payment of such
Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on
each bond of the ______________ Series and the date of the
proposed payment (which date shall be such as will enable
the Trustee to comply with the next sentence hereof) and at
the same time the Company shall deposit with the Trustee an
---------------------
* This paragraph will be omitted in any supplemental indenture
relating to the issuance of First Mortgage Bonds which are
designated "Secured Medium-Term Notes, Series ___."
<PAGE>
amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit
on or prior to the date of the proposed payment, such money
when deposited to be held in trust for the benefit of the
persons entitled to such Defaulted Interest as in this
subsection provided and not to be deemed part of the
Mortgaged and Pledged Property. Thereupon the Trustee
shall fix a date (herein referred to as a "Special Record
Date") for the payment of such Defaulted Interest which
date shall be not more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at
the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage
prepaid, to each registered owner of a bond of the
_____________ Series at such owner's address as it appears
in the bond register not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion in
the name and at the expense of the Company, cause a similar
notice to be published at least once in one Daily Newspaper
of general circulation in the Borough of Manhattan, The
City of New York, New York and in one Daily Newspaper of
general circulation in the City of Dallas, Texas, but such
publication shall not be a condition precedent to the
establishment of such Special Record Date. Notice of the
proposed payment of such Defaulted Interest and the Special
Record Date therefor having been mailed as aforesaid, such
Defaulted Interest shall be paid to the persons in whose
names the bonds of the __________________ Series are
registered on such Special Record Date and shall no longer
be payable pursuant to the following subsection B.
B. The Company may make payment of any Defaulted
Interest on the bonds of the ____________ Series in any
other lawful manner not inconsistent with the requirements
of any securities exchange on which such bonds may be
listed and upon such notice as may be required by such
exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this
subsection, such payment shall be deemed practicable by the
Trustee.
Subject to the foregoing provisions of this Section, each
bond of the _______________ Series delivered under the Mortgage
upon transfer of or in exchange for or in lieu of any other bond
shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other bond and each such bond
shall bear interest from such date, that neither gain nor loss in
interest shall result from such transfer, exchange or
substitution.
*(II) Bonds of the ____________ Series shall be redeemable
either at the option of the Company or pursuant to the
requirements of the Mortgage (including, among other
requirements, the application of cash deposited with the Trustee
pursuant to the provisions of Section 9.14 of the Mortgage or
with Proceeds of Released Property), in whole at any time, or in
part from time to time, prior to maturity, upon notice, as
provided in Section 12.02 of the Original Indenture, mailed at
least thirty (30) days prior to the date fixed for redemption, at
the following redemption prices, expressed in percentages of the
principal amount of the bonds to be redeemed:
REDEMPTION PRICES
If redeemed during the 12 months period ending ____________,
in each case, together with accrued interest to the date fixed
for redemption; provided, however, that none of the bonds of the
____ Series shall be redeemed prior to __________, if such
redemption is for the purpose or in anticipation of refunding
such bond through the use, directly or indirectly, of funds
borrowed by the Company at an effective interest cost to the
Company (computed in accordance with generally accepted financial
practice) of less than ____% per annum.
**[(II) Each bond of the ____________ Series may be
redeemable either at the option of the Company or pursuant to the
requirements of the Mortgage (including, among other
requirements, the application of cash deposited with the Trustee
pursuant to the provisions of Section 9.14 of the Mortgage or
with Proceeds of Released Property), in whole at any time, or in
part from time to time, prior to maturity, upon notice, as
------------------
* These provisions will be changed if Bonds of the _____
Series are not subject to redemption or are subject to
redemption on terms different from those described in
this clause (II).
** This provision will be inserted in lieu of clause (II) of
Section 1 above in any supplemental indenture referring to
the issuance of First Mortgage Bonds which are designated
"Secured Medium-Term Notes, Series ___."
<PAGE>
provided in Section 12.02 of the Original Indenture, mailed at
least thirty (30) days prior to the date fixed for redemption as
the Board of Directors may determine in accordance with a
Resolution filed with the Trustee referring to this ____
Supplemental Indenture.]
(III) At the option of the registered owner, any bonds of
the ___________ Series, upon surrender thereof for cancellation
at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, shall be exchangeable
for a like aggregate principal amount of bonds of the same series
of other authorized denominations* [which have the same Issue
Date, maturity date, interest rate or rates, and redemption
provisions, if any].
Bonds of the ______________ Series shall be transferable,
upon the surrender thereof for cancellation, together with a
written instrument of transfer in form approved by the registrar
duly executed by the registered owner or by his duly authorized
attorney, at the office or agency of the Company in the Borough
of Manhattan, The City of New York, New York.
Upon any exchange or transfer of bonds of the
______________ Series, the Company may make a charge therefor
sufficient to reimburse it for any tax or taxes or other
governmental charge, as provided in Section 2.05 of the Original
Indenture, but the Company hereby waives any right to make a
charge in addition thereto for any exchange or transfer of bonds
of the _______________ Series.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 2. Subject to the amendments provided for in this
______________ Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this _______________ Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
**[SECTION 3. The holders of bonds of the _______________
Series consent that the Company may, but shall not be obligated
-----------------
* Bracketed language will be added in any supplemental
indenture relating to the issuance of First Mortgage Bonds which
are designated "Secured Medium-Term Notes, Series ___."
** Bracketed language will be added in any supplemental
indenture relating to the issuance of First Mortgage Bonds which
are designated "Secured Medium-Term Notes, Series ___."
<PAGE>
to, fix a record date for the purpose of determining the holders
of bonds of the ________________ Series entitled to consent to
any amendment, supplement or waiver. If a record date is fixed,
those persons who were holders at such record date (or their duly
designated proxies), and only those persons, shall be entitled to
consent to such amendment, supplement or waiver or to revoke any
consent previously given, whether or not such persons continue to
be holders after such record date. No such consent shall be
valid or effective for more than 90 days after such record date.]
SECTION 3. The Trustee hereby accepts the trusts herein
declared, provided, created or supplemented and agrees to perform
the same upon the terms and conditions herein and in the Original
Indenture, as heretofore supplemented, set forth and upon the
following terms and conditions:
The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of
this ________________ Supplemental Indenture or for or in respect
of the recitals contained herein, all of which recitals are made
by the Company solely. In general, each and every term and
condition contained in Article XIX of the Original Indenture
shall apply to and form part of this _________________
Supplemental Indenture with the same force and effect as if the
same were herein set forth in full with such omissions,
variations and insertions, if any, as may be appropriate to make
the same conform to the provisions of this ________________
Supplemental Indenture.
SECTION 4. Whenever in this _________________ Supplemental
Indenture either of the parties hereto is named or referred to,
this shall, subject to the provisions of Articles XVIII and XIX
of the Original Indenture, be deemed to include the successors
and assigns of such party, and all the covenants and agreements
in this __________________ Supplemental Indenture contained, by
or on behalf of the Company, or by or on behalf of the Trustee,
shall, subject as aforesaid, bind and inure to the respective
benefits of the respective successors and assigns of such
parties, whether so expressed or not.
SECTION 5. Nothing in this __________________ Supplemental
Indenture expressed or implied, is intended, or shall be
construed to confer upon, or to give to, any person, firm or
corporation, other than the parties hereto and the holders of the
bonds and coupons Outstanding under the Mortgage, any right,
remedy or claim under or by reason of this __________________
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this __________________
Supplemental Indenture contained, by or on behalf of the Company,
shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the bonds and coupons Outstanding
under the Mortgage.
SECTION 6. This __________________ Supplemental Indenture
shall be executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the
same instrument.
IN WITNESS WHEREOF, TEXAS UTILITIES ELECTRIC COMPANY has
caused its corporate name to be hereunto affixed, and this
instrument to be signed and sealed by its Chairman of the Board
and Chief Executive, President or one of its Vice Presidents, and
its corporate seal to be attested by its Secretary or one of its
Assistant Secretaries for and in its behalf, and THE BANK OF NEW
YORK has caused its corporate name to be hereunto affixed, and
this instrument to be signed and sealed by one of its Vice
Presidents or Assistant Vice Presidents and its corporate seal to
be attested by one of its Assistant Vice Presidents, Assistant
Secretaries or Assistant Treasurers, all as of the day and year
first above written.
TEXAS UTILITIES ELECTRIC COMPANY
By______________________________________
[CORPORATE SEAL]
Attest:
______________________________
Executed, sealed and delivered by
TEXAS UTILITIES ELECTRIC COMPANY
in the presence of:
______________________________
______________________________
<PAGE>
THE BANK OF NEW YORK, Trustee
By_______________________
[CORPORATE SEAL]
Attest:
_________________________
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
_________________________
_________________________
<PAGE>
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS)
Before me, a Notary Public in and for said State, on this
day personally appeared
___________________, known to me to be the person whose name is
subscribed to the foregoing instrument and known to me to be a
__________________ of TEXAS UTILITIES ELECTRIC COMPANY, a Texas
corporation, and acknowledged to me that said person executed
said instrument for the purposes and consideration therein
expressed, and as the act of said corporation.
Given under my hand and seal of office this ____ day of
_________________.
[NOTARIAL SEAL] ______________________________
Notary Public, State of Texas
<PAGE>
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State,
on this day personally appeared ___________________
known to me to be the person whose name is subscribed to
the foregoing instrument and known to me to be a
_________________ of THE BANK OF NEW YORK, a New York
corporation, and acknowledged to me that said person
executed said instrument for the purposes and
consideration therein expressed, and as the act of said
corporation.
Given under my hand and seal of office this ____
day of ___________________.
[NOTARY SEAL] _________________________
Notary Public, State of
New York
Exhibit 4(g)
TEXAS UTILITIES ELECTRIC COMPANY
OFFICER'S CERTIFICATE
_______________, the ___________ of Texas Utilities Electric
Company (the "Company"), pursuant to the authority granted in the
Board Resolutions of the Company dated ____________, and Sections
201 and 301 of the Indenture defined herein, does hereby certify
to The Bank of New York (the "Trustee"), as Trustee under the
Indenture of the Company (For Unsecured Debt Securities) dated as
of August 1, 1997 (the "Indenture") that:
1. The securities of the _____ series to be issued under
the Indenture shall be designated "___% Debentures due
_________" (the "Debentures of the _____ Series"). All
capitalized terms used in this certificate which are
not defined herein but are defined in the Indenture
shall have the meanings set forth in the Indenture;
2. The Debentures of the _____ Series shall be limited in
aggregate principal amount to $_____________ at any
time Outstanding, except as contemplated in Section
301(b) of the Indenture [and shall be issued in the
denominations of $___________ each and in integral
multiples [thereof] [of $________ in excess thereof]];
3. The Debentures of the _____ Series shall mature and the
principal shall be due and payable together with all
accrued and unpaid interest thereon on ____________;
4. The Debentures of the _____ Series shall bear interest
from ____________, at the rate of ____% per annum
payable semi-annually on ____________ and __________ of
each year (each, an "Interest Payment Date") commencing
______________. The amount of interest payable for any
such period will be computed on the basis of a 360-day
year of twelve 30-day months. Interest on the
Debentures of the _____ Series will accrue from
______________ but if interest has been paid on such
Debentures of the _____ Series, then from the most
recent Interest Payment Date to which interest has been
paid or duly provided for. In the event that any
Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made
on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of
such delay), with the same force and effect as if made
on such Interest Payment Date;
5. Each installment of interest on a Debenture of the
_____ Series shall be payable to the Person in whose
name such Debenture of the _____ Series is registered
at the close of business on the day preceding [the
______ day of the calendar month next preceding] [the
first day of the calendar month in which occurs] the
corresponding Interest Payment Date (the "Regular
Record Date") for the Debentures of the _____ Series[;
provided, however, that if the Debentures of the _____
Series are not held by a securities depositary, the
Regular Record Date shall be the _____ day of the
calendar month next preceding [in which occurs] the
corresponding Interest Payment Date]. Any installment
of interest on the Debentures of the _____ Series not
punctually paid or duly provided for shall forthwith
cease to be payable to the Holders of such Debentures
of the _____ Series on such Regular Record Date, and
may be paid to the Persons in whose name the Debentures
of the _____ Series are registered at the close of
business on a Special Record Date to be fixed by the
Trustee for the payment of such Defaulted Interest.
Notice of such Defaulted Interest and Special Record
Date shall be given to the Holders of the Debentures of
the _____ Series not less than 10 days prior to such
Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Debentures of the _____ Series may be listed, and upon
such notice as may be required by such exchange, all as
more fully provided in the Indenture;
6. The principal and each installment of interest on the
Debentures of the _____ Series shall be payable at, and
registration and registration of transfers and
exchanges in respect of the Debentures of the _____
Series may be effected at, the office or agency of the
Company in The City of New York; provided that payment
of interest may be made at the option of the Company by
check mailed to the address of the persons entitled
thereto, as such address shall appear on the Security
Register. Notices and demands to or upon the Company
in respect of the Debentures of the _____ Series may be
served at the office or agency of the Company in The
City of New York. The Corporate Trust Office of the
Trustee will initially be the agency of the Company for
such payment, registration and registration of
transfers and exchanges and service of notices and
demands and the Company hereby appoints the Trustee as
its agent for all such purposes; provided, however,
that the Company reserves the right to change, by one
or more Officer's Certificates any such office or
agency and such agent. The Trustee will be the Security
Registrar and the Paying Agent for the Debentures of
the _____ Series;
7. [Redemption provisions to be inserted here.]
[Notice of any redemption of Debentures of the _____
Series will be mailed at least 30 days but no more than
60 days before the Redemption Date to each holder of
Debentures of the _____ Series to be redeemed.
Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date
interest will cease to accrue on the Debentures of the
_____ Series or portions thereof called for redemption.
Except as provided herein, Article Four of the
Indenture shall apply to redemptions of Debentures of
the _____ Series.]
8. [The Debentures of the _____ Series will be originally
issued in global form payable to Cede & Co. (as nominee
of The Depository Trust Company) and shall bear the
legend in substantially the form set forth in Exhibit A
hereto. The Debentures of the _____ Series will,
unless and until the Debentures of the _____ Series are
exchanged in whole or in part for certificated
Debentures of the _____ Series registered in the names
of various beneficial holders thereof (in accordance
with the conditions set forth in such legend), contain
restrictions on transfer, substantially as described in
such legend;]
9. No service charge shall be made for the registration of
transfer or exchange of the Debentures of the _____
Series; provided, however, that the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection
with the exchange or transfer;
10. If the Company shall make any deposit of money and/or
Eligible Obligations with respect to any Debentures of
the _____ Series, or any portion of the principal
amount thereof, as contemplated by Section 701 of the
Indenture, the Company shall not deliver an Officer's
Certificate described in clause (z) in the first
paragraph of said Section 701 unless the Company shall
also deliver to the Trustee, together with such
Officer's Certificate, either:
(A) an instrument wherein the Company,
notwithstanding the satisfaction and discharge of its
indebtedness in respect of the Debentures of the _____
Series, shall assume the obligation (which shall be
absolute and unconditional) to irrevocably deposit with
the Trustee or Paying Agent such additional sums of
money, if any, or additional Eligible Obligations
(meeting the requirements of Section 701), if any, or
any combination thereof, at such time or times, as
shall be necessary, together with the money and/or
Eligible Obligations theretofore so deposited, to pay
when due the principal of and premium, if any, and
interest due and to become due on such Debentures of
the _____ Series or portions thereof, all in accordance
with and subject to the provisions of said Section 701;
provided, however, that such instrument may state that
the obligation of the Company to make additional
deposits as aforesaid shall be subject to the delivery
to the Company by the Trustee of a notice asserting the
deficiency accompanied by an opinion of an independent
public accountant of nationally recognized standing,
selected by the Trustee, showing the calculation
thereof; or
(B) an Opinion of Counsel to the effect that, as
a result of a change in law occurring after the date of
this certificate, the Holders of such Debentures of the
_____ Series, or portions of the principal amount
thereof, will not recognize income, gain or loss for
United States Federal income tax purposes as a result
of the satisfaction and discharge of the Company's
indebtedness in respect thereof and will be subject to
United States Federal income tax on the same amounts,
at the same times and in the same manner as if such
satisfaction and discharge had not been effected.
11. The Debentures of the _____ Series shall have such
other terms and provisions as are provided in the form
set forth in Exhibit A hereto, and shall be issued in
substantially such form;
12. The undersigned has read all of the covenants and
conditions contained in the Indenture relating to the
issuance of the Debentures of the _____ Series and the
definitions in the Indenture relating thereto and in
respect of which this certificate is made;
13. The statements contained in this certificate are based
upon the familiarity of the undersigned with the
Indenture, the documents accompanying this certificate,
and upon discussions by the undersigned with officers
and employees of the Company familiar with the matters
set forth herein;
14. In the opinion of the undersigned, he has made such
examination or investigation as is necessary to enable
him to express an informed opinion whether or not such
covenants and conditions have been complied with; and
15. In the opinion of the undersigned, such conditions and
covenants and conditions precedent, if any (including
any covenants compliance with which constitutes a
condition precedent) to the authentication and delivery
of the Debentures of the _____ Series requested in the
accompanying Company Order have been complied with.
<PAGE>
IN WITNESS WHEREOF, I have executed this Officer's
Certificate this ____ day of _______, 199__.
------------------------------
<PAGE>
NO._______________
CUSIP NO.__________
EXHIBIT A
[FORM OF FACE OF DEBENTURE]
[(See legend at the end of this Security for
restrictions on transferability and change of form)]
TEXAS UTILITIES ELECTRIC COMPANY
_____% DEBENTURES DUE _____________
TEXAS UTILITIES ELECTRIC COMPANY, a corporation duly
organized and existing under the laws of the State Texas (herein
referred to as the "Company", which term includes any successor
Person under the Indenture), for value received, hereby promises
to pay to [Cede & Co.] or registered assigns, the principal sum
of _____________________________________________ Dollars on
__________, and to pay interest on said principal sum, semi-
annually on ___________ and ____________ of each year, commencing
______________, at the rate of ____% per annum until the
principal hereof is paid or made available for payment. The
amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year of twelve 30-day months.
Interest on the Securities of this series will accrue from
______________, to the first Interest Payment Date, and
thereafter will accrue from the last Interest Payment Date to
which interest has been paid or duly provided for. In the event
that any Interest Payment Date is not a Business Day, then
payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest
or other payment in respect of such delay) with the same force
and effect as if made on the Interest Payment Date. The interest
so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall be the day
preceding [the ____ day of the calendar month next preceding]
[the first day of the calendar month in which occurs] such
Interest Payment Date[; provided, however, that if the Securities
of this series are not held by a securities depositary, the
Regular Record Date shall be the ____ day of the calendar month
next preceding [in which occurs] such Interest Payment Date].
Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture referred to on the reverse hereof.
Payment of the principal of (and premium, if any) and
interest on this Security will be made at the office or agency of
the Company maintained for that purpose in The City of New York,
the State of New York in such coin or currency of the United
States of America as at the time of payment is legal tender for
payment of public and private debts, provided, however, that, at
the option of the Company, interest on this Security may be paid
by check mailed to the address of the person entitled thereto, as
such address shall appear on the Security Register.
Reference is hereby made to the further provisions of
this Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
TEXAS UTILITIES ELECTRIC COMPANY
By:_______________________________
ATTEST:
____________________________
[FORM OF CERTIFICATE OF AUTHENTICATION]
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By:________________________________
Authorized Signatory
<PAGE>
[FORM OF REVERSE OF DEBENTURE]
This Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"),
issued and to be issued in one or more series under an Indenture,
dated as of August 1, 1997 (herein, together with any amendments
thereto, called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company
and The Bank of New York, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture,
including the Board Resolutions and Officer's Certificate filed
with the Trustee on ______________ creating the series designated
on the face hereof, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated
and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to
$_________________.
[Redemption provisions to be inserted here.]
[Notice of any redemption will be mailed at least 30
days but no more than 60 days before the Redemption
Date to each holder of Securities of this series to be
redeemed.
Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date
interest will cease to accrue on the Securities of this
series or portions thereof called for redemption.]
The Indenture contains provisions for defeasance at any
time of the entire indebtedness of this Security upon compliance
with certain conditions set forth in the Indenture, including the
Officer's Certificate described above.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected.
The Indenture contains provisions permitting the Holders of a
majority in aggregate principal amount of the Securities of all
series then Outstanding to waive compliance by the Company with
certain restrictive provisions of the Indenture. The Indenture
also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series
at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and
of any Security issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof, whether or not notation
of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have the right
to institute any proceeding with respect to the Indenture or for
the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of a
majority in aggregate principal amount of the Securities of all
series at the time Outstanding in respect of which an Event of
Default shall have occurred and be continuing shall have made
written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have
received from the Holders of a majority in aggregate principal
amount of Securities of all series at the time Outstanding in
respect of which an Event of Default shall have occurred and be
continuing a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of
this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the
respective due dates expressed herein.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or
currency, herein prescribed.
The Securities of this series are issuable only in
registered form without coupons in denominations of [$_______ and
any integral multiple [thereof] [of $______ in excess thereof]].
As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for
a like aggregate principal amount of Securities of this series
and of like tenor and of authorized denominations, as requested
by the Holder surrendering the same.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security
is registered as the absolute owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the
contrary.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
[LEGEND
Unless and until this Security is exchanged in whole or in
part for certificated Securities registered in the names of the
various beneficial holders hereof as then certified to the
Corporate Trustee by The Depository Trust Company (55 Water
Street, New York, New York) or its successor (the "Depositary"),
this Security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.
Unless this certificate is presented by an authorized
representative of the Depositary to the Company or its agent for
registration of transfer, exchange or payment, and any
certificate to be issued is registered in the name of Cede & Co.,
or such other name as requested by an authorized representative
of the Depositary and any amount payable thereunder is made
payable to Cede & Co., or such other name, ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an
interest herein.
This Security may be exchanged for certificated Securities
registered in the names of the various beneficial owners hereof
if (a) the Depositary is at any time unwilling or unable to
continue as depositary and a successor depositary is not
appointed by the Company within 90 days, or (b) the Company
elects to issue certificated Securities to beneficial owners.
Any such exchange shall be made upon receipt by the Trustee of a
Company Order therefor and certificated Securities of this series
shall be registered in such names and in such denominations as
shall be certified to the Company and the Trustee by the
Depositary.]
Exhibit 5(a)
December 22, 1997
Texas Utilities Electric Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the proposed issuance and sale from time
to time by Texas Utilities Electric Company (Company) of First
Mortgage Bonds (Bonds) and unsecured debt securities (Debt
Securities) in a principal amount not to exceed in the aggregate
$350,000,000, as contemplated in the Company's Registration
Statement on Form S-3 (Registration Statement) to be filed by the
Company with the Securities and Exchange Commission (Commission)
under the Securities Act of 1933, as amended, on or about the
date hereof, we are of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Texas.
2. With respect to those Bonds which are to be issued
at any one time (Offered Bonds), all requisite action necessary
to make the Offered Bonds valid, legal and binding obligations of
the Company shall have been taken when:
(a) The Board of Directors, an appropriate committee
thereof or the appropriate officers of the Company
shall have authorized the issuance and sale of the
Offered Bonds, and the execution and delivery of an
appropriate Supplemental Indenture to the Company's
Mortgage and Deed of Trust, dated as of December 1,
1983, to Irving Trust Company (now The Bank of New
York), Trustee (Mortgage), and shall have taken any
other action necessary to the consummation of the
proposed issuance and sale of the Offered Bonds;
(b) The aforementioned Supplemental Indenture shall
have been duly executed and delivered by the
parties thereto; and
(c) The Offered Bonds shall have been issued and
delivered for the consideration contemplated in
the Registration Statement and any prospectus
supplement relating to the Offered Bonds and in
accordance with the provisions of the Mortgage, as
heretofore supplemented and to be further
supplemented by the aforementioned Supplemental
Indenture.
3. With respect to those Debt Securities which are to
be issued at any one time (Offered Debt Securities), all
requisite action necessary to make the Offered Debt Securities
valid, legal and binding obligations of the Company shall have
been taken when:
(a) The Board of Directors, an appropriate committee
thereof or the appropriate officers of the Company
shall have authorized the issuance and sale of the
Offered Debt Securities, and the execution and
delivery of an appropriate Officer's Certificate
(Certificate) under the Indenture (For Unsecured
Debt Securities), dated as of August 1, 1997,
between the Company and The Bank of New York,
Trustee (Indenture), and shall have taken any
other action necessary to the consummation of
the proposed issuance and sale of the Offered
Debt Securities;
(b) The Certificate shall have been duly executed and
delivered by an appropriate officer of the Company;
and
(c) The Offered Debt Securities shall have been issued
and delivered for the consideration contemplated
in the Registration Statement and any prospectus
supplement relating to the Offered Debt Securities
and in accordance with the provisions of the
Indenture, as heretofore supplemented and to be
further supplemented by the aforementioned
Certificate.
We hereby consent to the filing of this opinion with
the Commission as an exhibit to the Registration Statement and to
the use of our name as counsel in such Registration Statement and
as authority for certain of the statements contained, or
incorporated by reference, therein.
WORSHAM, FORSYTHE
& WOOLDRIDGE, L.L.P.
By: /s/ T.A. Mack
-------------------
A Partner
REID & PRIEST LLP
40 West 57th Street
New York, Ny 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
Exhibit 5(b)
New York, New York
December 22, 1997
Texas Utilities Electric Company
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
Ladies and Gentlemen:
Referring to the proposed issuance and sale from time
to time by Texas Utilities Electric Company (Company) of First
Mortgage Bonds (Bonds) and unsecured debt securities (Debt
Securities) in a principal amount not to exceed in the aggregate
$350,000,000, as contemplated in the registration statement on
Form S-3 (Registration Statement) to be filed by the Company
with the Securities and Exchange Commission (Commission) under
the Securities Act of 1933, as amended, on or about the date
hereof, we are of the opinion that:
1. The Company is a corporation validly organized and
existing under the laws of the State of Texas.
2. With respect to those Bonds that are to be issued
at any one time (Offered Bonds), all requisite action necessary
to make the Offered Bonds valid, legal and binding obligations of
the Company shall have been taken when:
(a) The Board of Directors, an appropriate committee
thereof or the appropriate officers of the Company
shall have authorized the issuance and sale of the
Offered Bonds, and the execution and delivery of an
appropriate Supplemental Indenture to the Company's
Mortgage and Deed of Trust, dated as of December 1,
1983, to Irving Trust Company (now The Bank of New
York), Trustee (Mortgage), and shall have taken any
other action necessary to the consummation of the
proposed issuance and sale of the Offered Bonds;
(b) The aforementioned Supplemental Indenture shall
have been duly executed and delivered by the
parties thereto; and
(c) The Offered Bonds shall have been issued and
delivered for the consideration contemplated in
the Registration Statement and any prospectus
supplement relating to the Offered Bonds and in
accordance with the provisions of the Mortgage, as
heretofore supplemented and to be further
supplemented by the aforementioned Supplemental
Indenture.
3. With respect to those Debt Securities that are to
be issued at any one time (Offered Debt Securities), all
requisite action necessary to make the Offered Debt Securities
valid, legal and binding obligations of the Company shall have
been taken when:
(a) The Board of Directors, an appropriate committee
thereof or the appropriate officers of the Company
shall have authorized the issuance and sale of the
Offered Debt Securities, and the execution and
delivery of an appropriate Officer's Certificate
(Certificate) under the Indenture (For Unsecured
Debt Securities), dated as of August 1, 1997,
between the Company and The Bank of New York,
Trustee (Indenture), and shall have taken any other
action necessary to the consummation of the proposed
issuance and sale of the Offered Debt Securities;
(b) The Certificate shall have been duly executed and
delivered by an appropriate officer of the Company;
and
(c) The Offered Debt Securities shall have been issued
and delivered for the consideration contemplated
in the Registration Statement and any prospectus
supplement relating to the Offered Debt Securities
and in accordance with the provisions of the
Indenture, as heretofore supplemented and to be
further supplemented by the aforementioned
Certificate.
We are members of the New York Bar and do not hold
ourselves out as experts on the laws of the State of Texas.
Accordingly, in rendering this opinion, we have relied, with your
consent, as to all matters governed by the laws of the State of
Texas, upon an opinion of even date herewith addressed to you by
Worsham, Forsythe & Wooldridge, L.L.P., of Dallas, Texas, General
Counsel for the Company, which is being filed as an exhibit to
the Registration Statement.
We hereby consent to the use of our name in such
Registration Statement and to the use of this opinion as an
exhibit thereto.
Very truly yours,
/s/ Reid & Priest LLP
REID & PRIEST LLP
EXHIBIT 12
TEXAS UTILITIES ELECTRIC COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES,
AND TO FIXED CHARGES AND PREFERRED DIVIDENDS
TWELVE MONTHS ENDED
-----------------------------------
DECEMBER 31,
SEPT. 30, ---------------------
1997 1996 1995
--------- ---- ----
THOUSANDS OF DOLLARS, EXCEPT RATIOS
EARNINGS
Net income $ 750,593 $ 862,695 $ 452,631
Add: Total income 380,995 405,499 212,953
taxes
Fixed charges 616,561 649,295 655,678
(see detail --------- --------- ---------
below)
Total earnings $1,748,149 $1,917,489 $1,321,262
========== ========== ==========
FIXED CHARGES:
Interest on mortgage $ 452,921 $ 486,791 $ 526,977
bonds
Interest on other long 16,811 26,456 44,071
-term debt
Amortization of debt 11,110 11,067 9,959
discount, (premium) and
expense
Amortization of loss on 24,208 22,520 19,547
reacquired debt
Other interest charges 30,328 48,872 28,994
Preferred trust securties 59,675 33,001 1,801
distributions
Rentals representative of 21,508 20,588 24,329
the interest factor --------- --------- ---------
Total fixed charges $ 616,561 $ 649,295 $ 655,678
========= ========= =========
Preferred dividends* 15,215 68,988 93,489
-------- -------- --------
Fixed charges and $631,775 $718,283 $749,167
preferred dividends ======== ======== ========
RATIO OF EARNINGS TO FIXED 2.84 2.95 2.02
CHARGES ---- ---- ----
RATIO OF EARNINGS TO FIXED 2.77 2.67 1.76
CHARGES AND PREFERRED ---- ---- ----
DIVIDENDS
TWELVE MONTHS ENDED
---------------------------------
DECEMBER 31,
---------------------------------
1994 1993 1992
---- ---- ----
THOUSANDS OF DOLLARS, EXCEPT RATIOS
EARNINGS
Net income $ 658,192 $ 476,526 $ 821,123
Add: Total income taxes 342,687 241,740 241,852
Fixed charges (see 688,194 715,609 719,644
detail below) ---------- ---------- ---------
Total earnings $1,689,073 $1,433,875 $1,782,619
========== ========== ==========
FIXED CHARGES:
Interest on mortgage bonds $ 567,363 $ 610,999 $ 598,235
Interest on other long 32,183 45,787 54,379
term debt
Amortization of debt 8,615 6,493 4,778
discount, (premium) and
expense
Amortization of loss on 17,608 12,471 9,301
reacquired debt
Other interest charges 36,408 10,222 22,123
Preferred trust securties -- -- --
distributions
Rentals representative of 26,017 29,637 30,828
the interest factor ---------- ---------- ---------
Total fixed charges $ 688,194 $ 715,609 $ 719,644
========== ========== ==========
Preferred dividends* 143,233 168,465 143,778
---------- ---------- ---------
Fixed charges and $831,427 $884,074 $863,422
preferred dividends ========== ========== =========
RATIO OF EARNINGS TO FIXED 2.45 2.00 2.48
CHARGES ---- ---- ----
RATIO OF EARNINGS TO FIXED 2.03 1.62 2.06
CHARGES AND PREFERRED ---- ---- ----
DIVIDENDS
* Preferred dividends represent (1) the portion of preferred
dividends deductible for federal income tax purposes, plus
(2) the balance of preferred dividend requirements
multiplied by the ratio of pre-tax income to net income.
-----------------------------------------------------------------
EXHIBIT 15
Texas Utilities Electric Company:
We have reviewed, in accordance with standards
established by the American Institute of Certified
Public Accountants, the unaudited interim
condensed financial information of Texas Utilities
Electric Company for the periods ended March 31,
1997 and 1996, June 30, 1997 and 1996, and
September 30, 1997 and 1996, as indicated in our
reports dated May 7, 1997, August 13, 1997 and
November 12, 1997, respectively; because we did
not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above,
which were included in your Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1997,
June 30, 1997 and September 30, 1997, are being
used in this Registration Statement.
We also are aware that the aforementioned reports,
pursuant to Rule 436(c) under the Securities Act
of 1933, are not considered a part of the
Registration Statement prepared or certified by an
accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11
of that Act.
/s/ Deloitte & Touche LLP
December 22, 1997
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Texas Utilities Electric Company on Form S-3 of our
report dated March 12, 1997, which report includes an explanatory
paragraph concerning the change during 1995 in Texas Utilities
Electric Company and subsidiaries' method of accounting for the
impairment of long lived assets and long lived assets to be
disposed of to conform with Statement of Financial Accounting
Standards No. 121, appearing in the Texas Utilities Electric
Company Annual Report on Form 10-K for the year ended December
31, 1996 and to the reference to us under the heading "Experts
and Legality" which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Dallas, Texas
December 22, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________
_________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
_________________
TEXAS UTILITIES ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
Texas 75-1837355
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Energy Plaza, 1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
_________________
FIRST MORTGAGE BONDS*
(Title of indenture securities)
--------------------
* Specific title(s) to be determined in connection with
sale(s) of First Mortgage Bonds.
<PAGE>
ITEM 1. GENERAL INFORMATION.**
Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006 and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance 550 17th Street, N.W.,
Corporation Washington, D.C. 20429
New York Clearing House New York, N.Y.
Association
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None. (See Note on page 2.)
ITEM 16. LIST OF EXHIBITS.
Exhibits identified in parentheses below, on file with
the Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture
Act of 1939 (the "Act") and Rule 24 of the Commission's Rules of
Practice.
1. - A copy of the Organization Certificate of The Bank
of New York (formerly Irving Trust Company) as now
in effect, which contains the authority to
commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a
and 1b to Form T-1 filed with Registration
Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee.
(Exhibit 4 to Form T-1 filed with Registration
Statement No. 33-31019.)
6. - The consent of the Trustee required by Section
321(b) of the Act. (Exhibit 6 to Form T-1 filed
with Registration Statement No. 33-44051.)
7. - A copy of the latest report of condition of the
Trustee published pursuant to law or to the
requirements of its supervising or examining
authority.
----------------------
**Pursuant to General Instruction B, the Trustee has responded
only to Items 1, 2 and 16 of this form since to the best of the
knowledge of the Trustee the obligor is not in default under any
indenture under which the Trustee is a trustee.
<PAGE>
NOTE
Inasmuch as this Form T-1 is being filed prior to the
ascertainment by the Trustee of all facts on which to base a
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless
amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee,
The Bank of New York, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State
of New York, on the 17th day of December, 1997.
THE BANK OF NEW YORK
By: WALTER N. GITLIN
---------------------------
Walter N. Gitlin
Vice President
<PAGE>
EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the
Federal Reserve System, at the close of business June 30, 1997,
published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal
Reserve Act.
Dollar Amounts
ASSETS in Thousands
------ --------------
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . . . . $ 7,769,502
Interest-bearing balances . . . . . . . . . . . 1,472,524
Securities:
Held-to-maturity securities . . . . . . . . . . . 1,080,234
Available-for-sale securities . . . . . . . . . . 3,046,199
Federal funds sold and Securities
purchased under agreements to resell: . . . . . 3,193,800
Loans and lease financing
receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . 35,352,045
LESS: Allowance for loan and
lease losses . . . . . . . . . . . 625,042
LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . . 429
Loans and leases, net of unearned
income, allowance, and reserve . . . . . . . . 34,726,574
Assets held in trading accounts . . . . . . . . . . 1,611,096
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . 676,729
Other real estate owned . . . . . . . . . . . . . . 22,460
Investments in unconsolidated subsid-
iaries and associated companies . . . . . . . . . 209,959
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . 1,357,731
Intangible assets . . . . . . . . . . . . . . . . . 720,883
Other assets . . . . . . . . . . . . . . . . . . . . 1,627,267
-----------
Total assets . . . . . . . . . . . . . . . . . . . $57,514,958
===========
<PAGE>
EXHIBIT 7
(Page 2 of 3)
LIABILITIES
-----------
Deposits:
In domestic offices . . . . . . . . . . . . . . . $26,875,596
Noninterest-bearing . . . . . . . . . 11,213,657
Interest-bearing . . . . . . . . . . 15,661,939
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . 16,334,270
Noninterest-bearing . . . . . . . . . 596,369
Interest-bearing . . . . . . . . . . 15,737,901
Federal funds purchased and Securities
sold under agreements to repurchase . . . . . . 1,583,157
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . 303,000
Trading liabilities . . . . . . . . . . . . . . . . 1,308,173
Other borrowed money:
With remaining maturity of one year or less . . . 2,383,570
With remaining maturity of more than
one year through three years . . . . . . . . . 0
With remaining maturity of more than
three years . . . . . . . . . . . . . . . . 20,679
Bank's liability on acceptances
executed and outstanding . . . . . . . . . . . . 1,377,244
Subordinated notes and debentures . . . . . . . . . 1,018,940
Other liabilities . . . . . . . . . . . . . . . . . 1,732,792
----------
Total liabilities . . . . . . . . . . . . . . . . . 52,937,421
----------
EQUITY CAPITAL
--------------
Common stock . . . . . . . . . . . . . . . . . . . 1,135,284
Surplus . . . . . . . . . . . . . . . . . . . . . . 731,319
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . 2,721,258
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . 1,948
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . (12,272)
----------
Total equity capital . . . . . . . . . . . . . . . 4,577,537
----------
Total liabilities and equity capital . . . . . . . $57,514,958
===========
<PAGE>
EXHIBIT 7
(Page 3 of 3)
I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System
and is true to the best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by
us and to the best of our knowledge and belief has been prepared
in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true and correct.
Thomas A. Renyi )
J. Carter Bacot ) Directors
Alan R. Griffith )
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________
-----------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
-----------------
TEXAS UTILITIES ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
Texas 75-1837355
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Energy Plaza, 1601 Bryan Street
Dallas,Texas 75201
(Address of principal executive offices) (Zip code)
-----------------
DEBT SECURITIES*
(Title of the indenture securities)
- --------
*Specific title(s) to be determined in connection with sale(s) of Debt
Securities.
<PAGE>
ITEM 1. GENERAL INFORMATION.**
Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Superintendent of Banks 2 Rector Street, New York, N.Y. 10006
of the State of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance
Corporation 550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House New York, N.Y.
Association
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None. (See Note on page 2.)
ITEM 16. LIST OF EXHIBITS.
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an exhibit hereto,
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the
"Act") and Rule 24 of the Commission's Rules of Practice.
1. - A copy of the Organization Certificate of The Bank of
New York (formerly Irving Trust Company) as now in
effect, which contains the authority to commence
business and a grant of powers to exercise corporate
trust powers. (Exhibit 1 to Amendment No. 1 to Form
T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration
Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b)
of the Act. (Exhibit 6 to Form T-1 filed with
Registration Statement No. 33-44051.)
7. - A copy of the latest report of condition of the
Trustee published pursuant to law or to the
requirements of its supervising or examining
authority.
- --------------
** Pursuant to General Instruction B, the Trustee has responded
only to Items 1, 2 and 16 of this form since to the best of the
knowledge of the Trustee the obligor is not in default under any
indenture under which the Trustee is a trustee.
<PAGE>
NOTE
Inasmuch as this Form T-1 is being filed prior to the
ascertainment by the Trustee of all facts on which to base a
responsive answer to Item 2, the answer to said Item is based on
incomplete information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The
Bank of New York, a corporation organized and existing under the laws
of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in The City of New York, and State of New York,
on the 17th day of December, 1997.
THE BANK OF NEW YORK
By: WALTER N. GITLIN
---------------------------
Walter N. Gitlin
Vice President
- 2 -
<PAGE>
EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal
Reserve System, at the close of business June 30, 1997, published in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
- ------ --------------
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin......................................... $ 7,769,502
Interest-bearing balances..................................... 1,472,524
Securities:
Held-to-maturity securities.................................... 1,080,234
Available-for-sale securities................................... 3,046,199
Federal funds sold and Securities
purchased under agreements to resell:......................... 3,193,800
Loans and lease financing
receivables:
Loans and leases, net of unearned
income........................................... 35,352,045
LESS: Allowance for loan and
lease losses...................................... 625,042
LESS: Allocated transfer risk
reserve........................................... 429
Loans and leases, net of unearned
income, allowance, and reserve............................... 34,726,574
Assets held in trading accounts................................... 1,611,096
Premises and fixed assets (including
capitalized leases)............................................. 676,729
Other real estate owned........................................... 22,460
Investments in unconsolidated subsid-
iaries and associated companies................................. 209,959
Customers' liability to this bank on
acceptances outstanding....................................... 1,357,731
Intangible assets................................................. 720,883
Other assets....................................................... 1,627,267
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Total assets...................................................... $57,514,958
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<PAGE>
EXHIBIT 7 (Page 2 of 3)
LIABILITIES
Deposits:
In domestic offices............................................ $26,875,596
Noninterest-bearing................................ 11,213,657
Interest-bearing................................... 15,661,939
In foreign offices, Edge and
Agreement subsidiaries, and IBFs............................... 16,334,270
Noninterest-bearing................................ 596,369
Interest-bearing................................... 15,737,901
Federal funds purchased and Securities
sold under agreements to repurchase ............................ 1,583,157
Demand notes issued to the U.S.
Treasury....................................................... 303,000
Trading liabilities.............................................. 1,308,173
Other borrowed money:
With remaining maturity of one year or less.................... 2,383,570
With remaining maturity of more than
one year through three years ................................. 0
With remaining maturity of more than
three years.................................................. 20,679
Bank's liability on acceptances
executed and outstanding....................................... 1,377,244
Subordinated notes and debentures................................ 1,018,940
Other liabilities................................................ 1,732,792
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Total liabilities................................................ 52,937,421
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EQUITY CAPITAL
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Common stock..................................................... 1,135,284
Surplus.......................................................... 731,319
Undivided profits and capital
reserves....................................................... 2,721,258
Net unrealized holding gains (losses)
on available-for-sale securities............................... 1,948
Cumulative foreign currency
translation adjustments........................................ (12,272)
-----------
Total equity capital............................................. 4,577,537
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Total liabilities and equity capital............................. $57,514,958
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EXHIBIT 7 (Page 3 of 3)
I, Robert E. Keilman, Senior Vice President and Comptroller of
the above-named bank do hereby declare that this Report of Condition
has been prepared in conformance with the instructions issued by the
Board of Governors of the Federal Reserve System and is true to the
best of my knowledge and belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to
the best of our knowledge and belief has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal
Reserve System and is true and correct.
Thomas A. Renyi )
J. Carter Bacot ) Directors
Alan R. Griffith )
