Enserch Capital I Sample Contracts

Enserch Capital I – ARTICLES OF MERGER (January 7th, 1998)

Exhibit 4(a)-5a ARTICLES OF MERGER OF ENSERCH MERGER CORP. with and into ENSERCH CORPORATION Pursuant to the provisions of Article 5.04 of the Texas Business Corporation Act, the undersigned corporations adopt the following Articles of Merger for the purpose of merging ENSERCH Merger Corp. with and into ENSERCH Corporation: ARTICLE I The Amended and Restated Agreement and Plan of Merger, dated as of April 13, 1996, attached hereto as Annex I is incorporated herein by reference for all purposes. The Plan of Merger has been approved by the shareholders of each of the undersigned corporations in the manner presc

Enserch Capital I – TRUST AGREEMENT (January 7th, 1998)

Exhibit 4(e) TRUST AGREEMENT OF ENSERCH CAPITAL I This TRUST AGREEMENT of ENSERCH Capital I (the "Trust"), dated as of December 17, 1997, among (i) ENSERCH Corporation, a Texas corporation (the "Depositor"), (ii) The Bank of New York, a New York banking corporation (the "Property Trustee"), not in its individual capacity but solely as trustee of the Trust, (iii) The Bank of New York (Delaware), a Delaware banking corporation (the "Delaware Trustee"), not in its individual capacity but solely as trustee of the Trust, and (iv) Michael Perkins, an individual employed by the Depositor, not in his individual capacity but solely as trustee of the Trust (the "Administrative Trustee")(th

Enserch Capital I – GUARANTEE AGREEMENT (January 7th, 1998)

Exhibit 4(i) GUARANTEE AGREEMENT Between ENSERCH Corporation (as Guarantor) and The Bank of New York (as Trustee) dated as of ________ __, ____ TABLE OF CONTENTS _________________ Page ____ ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . 1 SECTION 1.01 DEFINITIONS . . . . . . . . . . . . . . . 1 ARTICLE II TRUST INDENTURE ACT

Enserch Capital I – ARTICLES OF MERGER (January 7th, 1998)

Exhibit 4(a)-2 ARTICLES OF MERGER OF LONE STAR ENERGY COMPANY WITH AND INTO ENSERCH CORPORATION The undersigned domestic corporation adopts the following Articles of Merger for the purpose of effecting a merger in accordance with the provisions of Article 5.16 of the Texas Business Corporation Act. 1. Lone Star Energy Company, a Texas corporation (the "Subsidiary"), will merger with and into ENSERCH Corporation, a Texas corporation (the "Parent"), and the Parent will be the surviving corporation. 2. The number of outstanding shares of each class of the Subsidiary and the number of such shares of each class owned by the

Enserch Capital I – AGREEMENT AS TO EXPENSES AND LIABILITIES (January 7th, 1998)

Exhibit 4(j) AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT dated as of __________, _____ between ENSERCH Corporation, a Texas corporation ("ENSERCH"), and ENSERCH Capital I, a Delaware business trust (the "Trust"). WHEREAS, the Trust intends to issue its Common Trust Securities (the "Common Trust Securities") to and receive Debentures from ENSERCH and to issue its _____ Cumulative Preferred Trust Securities (the "Preferred Trust Securities") with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of __________, ______ as the same may be amended from time to time (the "Trust Agreement"); WHEREAS, ENSERCH is the issuer of the Debentures;

Enserch Capital I – ARTICLES OF MERGER (January 7th, 1998)

Exhibit 4(a)-3 ARTICLES OF MERGER OF ENSERCH EXPLORATION HOLDINGS, INC. WITH AND INTO ENSERCH CORPORATION The undersigned domestic corporation adopts the following Articles of Merger for the purpose of effecting a merger in accordance with the provisions of Article 5.16 of the Texas Business Corporation Act. 1. Enserch Exploration Holdings, Inc., a Delaware corporation (the "Subsidiary"), will merger with and into ENSERCH Corporation, a Texas corporation (the "Parent"), and the Parent will be the surviving corporation. Section 253 of the General Corporation Law of Delaware provides for short-form mergers between a domestic subsidiary corpora

Enserch Capital I – TRUST AGREEMENT (January 7th, 1998)

Exhibit 4(f) ============================================================== AMENDED AND RESTATED TRUST AGREEMENT between ENSERCH CORPORATION, as Depositor and THE BANK OF NEW YORK, THE BANK OF NEW YORK (DELAWARE), , , , and , as Trustees Dated as of __________, _________ ENSERCH CAPITAL I ======================================================