EXHIBIT 10 (c)
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__________________________________________________________________________
SUPPLEMENTAL INDENTURE
DATED OCTOBER 1, 1995
____________________
WEST TEXAS UTILITIES COMPANY
TO
XXXXXX TRUST AND SAVINGS BANK
AND
X. XXXXXXXXX
as Trustees
____________________
(SUPPLEMENTAL TO THE INDENTURE DATED AUGUST 1, 1943,
EXECUTED BY WEST TEXAS UTILITIES COMPANY
TO XXXXXX TRUST AND SAVINGS BANK
AND XXXXXX XXXXXXX, AS TRUSTEES)
____________________
PROVIDING FOR
FIRST MORTGAGE BONDS, SERIES U, 6-3/8%, DUE OCTOBER 1, 2005
__________________________________________________________________________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY
A UTILITY AND CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
THIS SUPPLEMENTAL INDENTURE, dated October 1, 1995, made and entered into
by and between WEST TEXAS UTILITIES COMPANY, a corporation organized
and existing under the laws of the State of Texas (herein commonly
referred to as the "Company"), and XXXXXX TRUST AND SAVINGS BANK, a
corporation organized and existing under the laws of the State of
Illinois and having its principal office or place of business in the
City of Chicago, State of Illinois, (hereinafter sometimes referred to
as the "Trustee"), and X. XXXXXXXXX, of the City of Chicago, State of
Illinois (successor co-Trustee to X. X. XXXXXX, resigned), as Trustees
under the Indenture dated August 1, 1943, as amended by the
Supplemental Indentures dated, respectively, March 1, 1948, November
1, 1951, April 1, 1955, January 1, 1958, February 1, 1961, January 1,
1969, July 1, 1973, May 1, 1979, November 15, 1981, November 1, 1983,
April 15, 1985, August 1, 1985, May 1, 1986, December 1, 1989, June 1,
1992, October 1, 1992, February 1, 1994 and March 1, 1995, heretofore
executed and delivered by the Company to the Trustees under said
Indenture dated August 1, 1943; said Indenture, as so amended, being
hereinafter sometimes referred to as the "Indenture"; and said Xxxxxx
Trust and Savings Bank and X. Xxxxxxxxx being hereinafter sometimes
referred to as the "Trustees" or the "Trustees under the Indenture";
WITNESSETH:
WHEREAS, the Company, by resolution duly adopted by its Board of
Directors, has determined forthwith to issue an additional series of bonds
to be secured by the Indenture, as hereby modified, and to be known and
designated as First Mortgage Bonds, Series U (hereinafter sometimes referred
to as the "bonds of Series U" or the "bonds of said series"), and has duly
authorized the execution and delivery of this supplemental indenture for the
purposes hereinafter set forth; and the Company has requested, and hereby
requests, the Trustees to enter into and join with the Company in the
execution and delivery of this supplemental indenture; and
WHEREAS, on or subsequent to the date of the last Supplemental
Indenture, the Company has constructed or acquired certain additional
properties which are subject in any event to the lien and effect of the
Indenture; and
WHEREAS, the Company desires, in accordance with the provisions of
Article I, Section 6(e) of Article II and Article XVI of the Indenture, to
execute this supplemental indenture for the purpose of (i) specifically
conveying to the Trustees, upon the trusts and for the purposes of the
Indenture, as hereby amended, all such additional properties so constructed
or acquired by the Company and now owned by it, except property of the
character of that expressly excepted and excluded from the lien of the
Indenture, (ii) creating the bonds of Series U, and (iii) modifying or
amending the Indenture in the particulars and to the extent hereinafter in
this supplemental indenture specifically provided; and
WHEREAS, each of the bonds of Series U is to be substantially in the
following form:
(Form of face of bond of Series U)
No. $
WEST TEXAS UTILITIES COMPANY
First Mortgage Bond, Series U
6-3/8% Due October 1, 2005
West Texas Utilities Company, a Texas corporation (hereinafter referred
to as the "Company"), for value received, hereby promises to pay to
_______________, or registered assigns, the principal sum of $____________
Dollars on the first day of October, 2005, and to pay to the registered
owner interest on said sum from the date hereof at the rate of six and
three-eighths per centum per annum, payable half-yearly on the first day of
April and the first day of October in each year, commencing April 1, 1996,
until said principal sum is paid. Both the principal of and the interest
on this bond shall be payable at the principal office or agency of the
Company in the City of New York, State of New York, in any coin or currency
of the United States of America which at the time of payment is legal tender
for public and private debts provided that, at the option of the Company,
payment of interest may be made by check mailed to the address of the person
entitled thereto as shown on the registration books of the Trustee.
_________________________
The provisions of this bond are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.
_________________________
This bond shall not be valid or become obligatory for any purpose
unless and until it shall have been duly authenticated by the execution by
or on behalf of the Trustee or its successor in trust under the Indenture
of the Trustee's Certificate in the form endorsed hereon.
IN WITNESS WHEREOF, West Texas Utilities Company has caused this bond
to be executed in its name by the manual or facsimile signature of its
President or one of its Vice-Presidents, and its corporate seal or a
facsimile thereof to be affixed hereto or imprinted hereon and attested by
the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.
Dated as of
WEST TEXAS UTILITIES COMPANY
By___________________________
President
ATTEST:
____________________________
Secretary
(Form of reverse side of bond of Series U)
This bond is one of the bonds issued and to be issued from time to time
under and in accordance with and all secured by the indenture dated August
1, 1943, executed and delivered by the Company to Xxxxxx Trust and Savings
Bank (hereinafter referred to as the "Trustee") and Xxxxxx Xxxxxxx, as
Trustees, and by the indentures supplemental thereto dated, respectively,
March 1, 1948, November 1, 1951, April 1, 1955, January 1, 1958, February
1, 1961, January 1, 1969, July 1, 1973, May 1, 1979, November 15, 1981,
November 1, 1983, April 15, 1985, August 1, 1985, May 1, 1986, December 1,
1989, June 1, 1992, October 1, 1992, February 1, 1994 and March 1, 1995,
executed and delivered by the Company to the Trustees under said Indenture
dated August 1, 1943, and by a further indenture supplemental thereto dated
October 1, 1995, executed and delivered by the Company to Xxxxxx Trust and
Savings Bank and X. Xxxxxxxxx (successor Co-Trustee), as Trustees, prior to
the authentication of this bond (said indenture and said supplemental
indentures being hereinafter referred to as the "Indenture"). Reference to
the Indenture and to all supplemental indentures, if any, hereafter executed
pursuant to the Indenture is hereby made for a description of the property
mortgaged and pledged, the nature and extent of the security and the rights
of the holders and registered owners of said bonds and of the Trustees and
of the Company in respect of such security. By the terms of the Indenture
the bonds to be secured thereby are issuable in series, which may vary as
to date, amount, date of maturity, rate of interest, redemption provisions,
medium of payment and in other respects as in the Indenture provided.
The bonds of Series U are not redeemable prior to maturity.
In case of certain events of default specified in the Indenture, the
principal of this bond may be declared or may become due and payable in the
manner and with the effect provided in the Indenture. No recourse shall be
had for the payment of the principal of or interest on this bond, or for any
claim based hereon, or otherwise in respect hereof or of the Indenture or
any indenture supplemental thereto, to or against any incorporator,
stockholder, officer or director, past, present or future, of the Company,
or of any predecessor or successor corporation, either directly or through
the Company, or such predecessor or successor corporation, under any
constitution or statute or rule of law, or by the enforcement of any
assessment or penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers being waived and released by the
registered owner hereof by the acceptance of this bond and being likewise
waived and released by the terms of the Indenture. This bond is
transferable by the registered owner hereof, in person or by attorney duly
authorized, at the principal office or place of business of the Trustee
under the Indenture, upon the surrender and cancellation of this bond and
the payment of any stamp tax or other governmental charge, and upon any such
transfer a new registered bond or bonds of the same series and maturity date
and for the same aggregate principal amount will be issued to the transferee
in exchange herefor; provided, that the Company shall not register, exchange
or transfer any bonds of said series during the period of ten days next
preceding any interest payment date of bonds of said series.
This bond shall be deemed to be governed by and construed in accordance
with the laws of the State of New York.
AND WHEREAS, on each of the bonds of Series U (whether in temporary or
definitive form) there is to be endorsed a certificate of the Trustee
substantially in the following form:
Trustee's Certificate
This bond is one of the bonds of the series designated therein,
described in the within-mentioned Indenture.
XXXXXX TRUST AND SAVINGS BANK,
as Trustee,
By_______________________________
Authorized Signature
NOW, THEREFORE, in consideration of the premises and of the sum of One
Dollar ($1.00) duly paid by the Trustees to the Company, and of other good
and valuable consideration, the receipt whereof is hereby acknowledged, and
for the purpose of further assuring to the Trustees under the Indenture
their title to, or lien upon, the property hereinafter described, under and
pursuant to the terms of the Indenture, as hereby amended, and for the
purpose of further securing the due and punctual payment of the principal
of and interest and the premium, if any, on all bonds which have been
heretofore or shall be hereafter issued under the Indenture and indentures
supplemental thereto and which shall be at any time outstanding thereunder
and secured thereby, and for the purpose of securing the faithful
performance and observance of all the covenants and conditions set forth in
the Indenture and/or in any indenture supplemental thereto, the Company has
given, granted, bargained, sold, transferred, assigned, pledged, mortgaged,
warranted the title to and conveyed, and by these presents does give, grant,
bargain, sell, transfer, assign, pledge, mortgage, warrant the title to and
convey unto XXXXXX TRUST AND SAVINGS BANK and X. XXXXXXXXX, as Trustees
under the Indenture as therein provided, and their successors in the trusts
thereby created, and to their assigns, all the right, title and interest of
the Company in and to any and all premises, plants, property, leases and
leaseholds, franchises, permits, rights and powers of every kind and
description, real and personal, (1) which have been constructed or acquired
by the Company on or subsequent to March 1, 1995, and which at the date
hereof are owned by the Company, and (2) which shall on or after the date
hereof be acquired by the Company through construction, purchase, grant,
consolidation, merger or otherwise, together with the rents, issues,
products and profits therefrom, excepting, however, and there is hereby
expressly reserved and excluded from the lien and effect of the Indenture
and of this supplemental indenture, all right, title and interest of the
Company, now owned or hereafter acquired, in and to (a) all cash, bonds,
shares of stock, obligations and other securities not deposited with the
Trustee or Trustees under the Indenture, and (b) all accounts and bills
receivable, judgments (other than for the recovery of real property or
establishing a lien or charge thereon or right therein) and choses in action
not specifically assigned to and pledged with the Trustee or Trustees under
the Indenture, and (c) all tangible personal property held by the Company
for sale, lease, rental or consumption in the ordinary course of business,
and (d) the last day of each of the demised terms created by any lease of
property now leased to the Company, and under each and every renewal of any
such lease, the last day of each and every such demised term being hereby
expressly reserved to and by the Company, and (e) all gas, oil and other
minerals existing upon, within or under any real estate subject to the lien
of the Indenture, as hereby modified, and (f) the real estate specifically
excepted and excluded by the Indenture from the lien and operation thereof.
Without in any way limiting or restricting the generality of the
foregoing description or the foregoing exceptions and reservations, the
Company hereby expressly gives, grants, bargains, sells, transfers, assigns,
pledges, mortgages, warrants the title to and conveys unto the Trustees
subject to all reservations, exceptions, easements, restrictions, conditions
and covenants of record, the properties of the Company described in Appendix
A, if any, to this supplemental indenture (said Appendix A, if any, being
incorporated by reference herein with the same force and effect as if set
forth in full herein), together with the tenements, hereditaments and
appurtenances thereunto belonging or appertaining:
TO HAVE AND TO HOLD all said property, rights, and interests
xxxxxxxxxxx described and conveyed, assigned, pledged or mortgaged, or
intended to be conveyed, assigned, pledged or mortgaged, together with the
rents, issues, products and profits therefrom, unto HARRIS TRUST AND SAVINGS
BANK and X. XXXXXXXXX, as Trustees under the Indenture, as hereby amended,
and unto their successor or successors in trust, and their assigns forever,
BUT IN TRUST, NEVERTHELESS, upon the trusts, for the purposes and subject
to all the terms, conditions, provisions and restrictions of the Indenture,
as hereby amended.
And upon the considerations and for the purposes aforesaid, and in
order, pursuant to terms of the Indenture, to provide for the issuance under
the Indenture, as hereby amended, of bonds of Series U and to fix the terms,
provisions and characteristics of the bonds of said Series, and in order to
modify or amend the Indenture in the particulars and to the extent
hereinafter in this supplemental indenture specifically provided, the
Company hereby covenants and agrees with the Trustees as follows:
ARTICLE I
A series of bonds issuable under the Indenture, as hereby amended, and
to be known and designated as "First Mortgage Bonds, Series U", is hereby
created and authorized. The bonds of Series U shall be substantially in the
form thereof hereinbefore recited. Each bond of said Series shall be dated
as of the date of the interest payment day thereof to which interest was
paid next preceding the date of issue, unless (a) issued on an interest
payment day thereof to which interest was paid, in which event it shall be
dated as of the date of issue, or (b) issued prior to the occurrence of the
first interest payment day thereof to which interest was paid, in which
event it shall be dated October 24, 1995; shall be due and payable October
1, 2005; shall bear interest from the date thereof at the rate of six and
three-eighths per centum per annum, payable half-yearly on the first day of
April and the first day of October in each year, and shall be payable, both
as to principal and interest, at the office or agency of the Company in the
City of New York, State of New York, in any coin or currency of the United
States of America which at the time of payment is legal tender for public
and private debts, provided that, at the option of the Company, payment of
interest may be made by check mailed to the address of the person entitled
thereto as shown on the registration books of the Trustee.
The bonds of Series U are not redeemable prior to maturity.
The bonds of Series U shall, from time to time, be executed on behalf
of the Company and sealed with the corporate seal of the Company, which seal
may be facsimile, all in the manner provided in Section 6 of Article I of
the Indenture as follows: (a) bonds of said Series executed on behalf of the
Company by its President, a Vice-President, its Secretary or an Assistant
Secretary may be so executed by the facsimile signature of such President,
Vice-President, Secretary or Assistant Secretary, as the case may be, of the
Company or of any person or persons who shall have been such officer or
officers, as the case may be, of the Company on or subsequent to the date
of this supplemental indenture, notwithstanding that he or they may have
ceased to be such officer or officers of the Company at the time of the
actual execution, authentication, issue or delivery of any of such bonds of
said Series, and any such facsimile signature or signatures of any such
officer or officers on any such bonds shall constitute execution of such
bonds on behalf of the Company by such officer or officers of the Company
for the purposes of the Indenture (as hereby amended) and shall be valid and
effective for all purposes, provided that all bonds of said Series shall
always be executed on behalf of the Company by the signature, manual or
facsimile, of its President or Vice President and of its Secretary or an
Assistant Secretary, and (b) such corporate seal of the Company may be
facsimile, and any bonds of Series U on which such facsimile seal shall be
affixed, impressed, imprinted or reproduced shall be deemed to be sealed
with the corporate seal of the Company for the purposes of the Indenture (as
hereby amended) and such facsimile seal shall be valid and effective for all
purposes.
Bonds of Series U are exchangeable and transferable in the manner and
upon the conditions prescribed in the Indenture (as hereby amended) and
without charge therefor, except for any stamp tax or other governmental
charge; provided, that the Company shall not register, exchange or transfer
bonds of said Series during the period of ten days next preceding any
interest payment date of bonds of said Series.
ARTICLE II
Section 1. Section 10 of Article III of the Indenture is hereby
amended by striking out the words "Series A through Series T, inclusive",
wherever the same occur in said section, and by inserting, in lieu thereof,
the words "Series A through Series U, inclusive."
Section 2. Section 1 of Article VII of the Indenture is hereby amended
by striking out the words "Series E through T, inclusive" and by inserting,
in lieu thereof, the words "Series E through U, inclusive".
ARTICLE III
SECTION 1. The provisions of this supplemental indenture shall be
effective from and after the date of execution hereof; and the Indenture,
as hereby amended, shall remain in full force and effect.
SECTION 2. Each reference in the Indenture, or this supplemental
indenture, to any article, section, term or provision of the Indenture shall
mean and be deemed to refer to such article, section, term or provision of
the Indenture, as modified by this supplemental indenture, except where the
context otherwise indicates.
SECTION 3. All the covenants, provisions, stipulations and agreements
in this supplemental indenture contained are and shall be for the sole and
exclusive benefit of the parties hereto, their successors and assigns, and
of the holders and registered owners from time to time of the bonds and of
the coupons issued and outstanding from time to time under and secured by
the Indenture, as hereby amended by this supplemental indenture.
This supplemental indenture may be simultaneously executed in any
number of counterparts and all said counterparts executed and delivered,
each as an original, shall constitute but one and the same instrument.
At the time of the execution of this supplemental indenture, the
aggregate principal amount of all indebtedness of the Company now
outstanding, or to be presently outstanding, under and secured by the
Indenture, as hereby amended, is $313,288,000, consisting of and represented
by First Mortgage Bonds of the Company as follows:
Interest Principal
Series Rate Maturity Date Amount
O 9-1/4 December 1, 2019 53,288,000
P 7-3/4 June 1, 2007 25,000,000
Q 6-7/8 October 1, 2002 35,000,000
R 7 October 1, 2004 40,000,000
S 6-1/8 February 1, 2004 40,000,000
T 7-1/2 April 1, 2000 40,000,000
U 6-3/8 October 1, 2005 80,000,000*
__________________
* To be issued by the Company under the Indenture on or subsequent to the
date of execution of this Supplemental Indenture.
SECTION 4. This Supplemental Indenture and the bonds of Series U shall
be governed by and construed in accordance with the laws of the State of New
York.
IN WITNESS WHEREOF, said West Texas Utilities Company has caused this
instrument to be executed in its corporate name by its President or a Vice
President and its corporate seal to be hereunto affixed and to be attested
by its Secretary or an Assistant Secretary, and said Xxxxxx Trust and
Savings Bank, for the purpose of entering into and joining with the Company
in the execution and delivery of this supplemental indenture, has caused
this instrument to be executed in its corporate name by its President or a
Vice President and its corporate seal to be hereunto affixed and to be
attested by its Secretary or an Assistant Secretary, and said X. Xxxxxxxxx,
for the purpose of entering into and joining with the Company in the
execution and delivery of this supplemental indenture, has signed and sealed
this instrument, in several counterparts; all as of the day and year first
above written.
WEST TEXAS UTILITIES COMPANY
By__________________________
Vice President
(CORPORATE SEAL)
ATTEST:
_______________________________
Secretary
XXXXXX TRUST AND SAVINGS BANK
As Trustee
By___________________________
Vice President
(CORPORATE SEAL)
ATTEST:
_______________________________
Assistant Secretary
By_________________________ (Seal)
As Co-Trustee
Executed by each of the above-named
parties hereto in the presence of:
____________________________
____________________________
Witnesses
STATE OF ILLINOIS )
ss.
COUNTY OF COOK )
Before me, this undersigned, a Notary Public in and for Cook County in
the State of Illinois, on this day personally appeared ____________________,
Vice President of Xxxxxx Trust and Savings Bank, and Illinois corporation,
known to me to be such officer, and X. Xxxxxxxxx, both known to me to be the
persons whose names are subscribed to the foregoing instrument, and each of
them acknowledged to me severally that he executed and signed the same for
the purposes and consideration therein expressed; and said _________________
acknowledged to me that he executed and signed said instrument in the
capacity therein stated and on behalf, and as the act and deed, of said
corporation, for the purposes and consideration therein expressed and
pursuant to the appropriate by-law provisions of said corporation.
Given under my hand and seal of office this, the _____ day of
________, A.D. 1995.
(NOTARIAL SEAL)
_____________________________________
Notary Public
Cook County, Illinois
My Commission expires ______________.
STATE OF TEXAS )
ss.
COUNTY OF XXXXXX )
Before me, the undersigned, a Notary Public in and for Xxxxxx County
in the State of Texas, on this day personally appeared ___________________,
Vice President of West Texas Utilities Company, a Texas corporation, known
to me to be such officer, and the person whose name is subscribed to the
foregoing instrument, and he acknowledged to me severally that he executed
and signed the same for the purposes and consideration therein expressed;
and said _______________ acknowledged to me that he executed and signed said
instrument in the capacity therein stated and on behalf, and as the act and
deed, of said corporation, for the purposes and consideration therein
expressed and pursuant to the authority of appropriate resolution of the
Board of Directors of said corporation.
Given under my hand and seal of office this, the ____ day of ________,
A.D. 1995.
(NOTARIAL SEAL)
_____________________________________
Notary Public
State of Texas
My Commission expires ______________.
STATE OF TEXAS )
ss.
COUNTY OF XXXXXX )
The undersigned, being duly sworn, deposes and says that he is the Vice
President of West Texas Utilities Company, a Texas corporation, which
executed the foregoing instrument, and that said instrument was executed by
a utility, as defined in Section 35.01 of Subchapter A, Chapter 35, of The
Business and Commerce Code of the State of Texas, engaged in the generation,
transmission, distribution and sale of electric power in the State of Texas.
____________________________
Vice President
West Texas Utilities Company
Subscribed and sworn to before me, this ____ day of ___________, A.D.
1995.
(NOTARIAL SEAL)
_____________________________________
Notary Public
State of Texas
My Commission expires ______________.