[CONFORMED COPY]
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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
__________________
FIFTY-THIRD SUPPLEMENTAL INDENTURE
PROVIDING AMONG OTHER THINGS FOR
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES U,
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES V,
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES W
AND
FIRST MORTGAGE BONDS,
POLLUTION CONTROL SERIES X
__________________
DATED AS OF JUNE 1, 1995
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THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
FIFTY-THIRD SUPPLEMENTAL INDENTURE
_________________________________
INDENTURE, dated as of June 1, 1995, between TEXAS UTILITIES
ELECTRIC COMPANY, a corporation of the State of Texas, whose
address is Energy Plaza, 0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000
(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 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (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 Fifty-third 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 . . . . . Xxxxx 0, 0000
Xxxxxx 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
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 May 31,
1995, 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 70,000,000
8 1/4% Pollution Control Series D 200,000,000 200,000,000
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 100,000,000 100,000,000
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 55,000,000
9% Pollution Control Series G . 12,000,000 12,000,000
9 7/8% Pollution Control
Series H . . . . . . . . . . . 112,000,000 112,000,000
9 1/4% Pollution Control
Series I . . . . . . . . . . . 100,000,000 100,000,000
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 . . . . . . . 150,000,000 150,000,000
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
9 7/8% Series due
November 1, 2019 . . . . . . . 150,000,000 None
Secured Medium-Term Notes,
Series B . . . . . . . . . . . 150,000,000 130,000,000
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 . . . . . . . 250,000,000 250,000,000
Secured Medium-Term Notes,
Series C . . . . . . . . . . . 150,000,000 125,000,000
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 . . 300,000,000 300,000,000
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 . . . . . . . 115,000,000 115,000,000
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 . 150,000,000 150,000,000
Principal Principal
Amount Amount
Series Issued Outstanding
------ -------- -----------
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 175,000,000 175,000,000
7 3/8% Series due August 1, 2001 150,000,000 150,000,000
8 1/2% Series due August 1, 2024 175,000,000 175,000,000
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 . . . . . . . 200,000,000 200,000,000
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 . . . . . . . 115,000,000 104,650,000
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 300,000,000 300,000,000
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
5.85% Pollution Control Series
due May 1, 2022 . . . . . . . . 33,465,000 33,465,000
Floating Rate Series
due May 1, 1999 . . . . . . . . 300,000,000 300,000,000
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
which bonds are also hereinafter sometimes called bonds of the
First through Eightieth 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 four new 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
Fifty-third Supplemental Indenture, and the terms of the bonds of
the Eighty-first, Eighty-second, Eighty-third and Eighty-fourth
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
Fifty-third 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 Fifty-third 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
xxxxx 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 Fifty-third 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 Fifty-third
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
EIGHTY-FIRST SERIES OF BONDS
SECTION 1. There shall be a series of bonds designated
"Pollution Control Series U" (herein sometimes referred to as the
"Eighty-first 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 Eighty-first Series shall mature on June 1, 2030,
shall not bear interest and shall be issued as fully registered
bonds in denominations of Two Hundred Fifty 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); the principal of 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 Eighty-first
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Eighty-first Series shall be
initially issued in the aggregate principal amount of
$136,108,250 to, and registered in the name of, the trustee under
the Trust Indenture, dated as of June 1, 1995 (hereinafter
sometimes called the "1995 Brazos Bond Indenture"), of the Brazos
River Authority (hereinafter sometimes called the "Brazos
Authority"), under which its Collateralized Pollution Control
Revenue Refunding Bonds (Texas Utilities Electric Company
Project) Series 1995B (hereinafter sometimes called the "Series
1995B Brazos Revenue Bonds") are to be issued, in order to
provide the benefit of a lien to secure the obligation of the
Company to make the Installment Payments and Purchase Price
payments pursuant to, and as such terms are defined in, the
Installment Payment and Bond Amortization Agreement, dated as of
June 1, 1995 (hereinafter sometimes called the "1995B Brazos
Agreement"), between the Brazos Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the Eighty-
first Series, whether at maturity, upon redemption or otherwise,
in an amount equal to 115% of the sum of (a) the amount, if any,
on deposit in the Debt Service Fund maintained under the 1995
Brazos Bond Indenture which reduces the corresponding Installment
Payment and (b) the amount, if any, paid by the Company pursuant
to Section 5.04 of the 1995B Brazos Agreement in respect of the
corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Eighty-first
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1995 Brazos
Bond Indenture, signed by its President, a Vice President, an
Assistant Vice President or a Trust Officer, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1995B Brazos Revenue
Bonds outstanding under the 1995 Brazos Bond Indenture shall
become immediately due and payable pursuant to Section 6.02 of
the 1995 Brazos Bond Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 1995 Brazos Bond
Indenture, all bonds of the Eighty-first Series, then
Outstanding, shall be redeemed by the Company, on the date such
Series 1995B Brazos Revenue Bonds shall have become immediately
due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Eighty-first Series is required pursuant to the
first paragraph of this subsection (II) unless and until it shall
have received a written notice from the trustee under the 1995
Brazos Bond Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that
Series 1995B Brazos Revenue Bonds have become immediately due and
payable pursuant to Section 6.02 of the 1995 Brazos Bond
Indenture, upon the occurrence of an Event of Default under
Section 6.01(a) of the 1995 Brazos Bond Indenture and specifying
the principal amount thereof. Said notice shall also contain a
waiver of notice of such redemption by the trustee under the 1995
Brazos Bond Indenture, as the holder of all bonds of the Eighty-
first Series then Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
1 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Eighty-first 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.
Bonds of the Eighty-first Series shall not be transferrable
except to any successor trustee under the 1995 Brazos Bond
Indenture, any such transfer to be made at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Eighty-first Series.
ARTICLE II
EIGHTY-SECOND SERIES OF BONDS
SECTION 2. There shall be a series of bonds designated
"Pollution Control Series V" (herein sometimes referred to as the
"Eighty-second 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 Eighty-second Series shall mature on June 1, 2030,
shall not bear interest and shall be issued as fully registered
bonds in denominations of Two Hundred Fifty 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); the principal of 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 Eighty-second
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Eighty-second Series shall be
initially issued in the aggregate principal amount of
$136,108,250 to, and registered in the name of, the trustee under
the 1995 Brazos Bond Indenture, under which the Brazos
Authority's Collateralized Pollution Control Revenue Refunding
Bonds (Texas Utilities Electric Company Project) Series 1995C
(hereinafter sometimes called the "Series 1995C Brazos Revenue
Bonds") are to be issued, in order to provide the benefit of a
lien to secure the obligation of the Company to make the
Installment Payments and Purchase Price payments pursuant to, and
as such terms are defined in, the Installment Payment and Bond
Amortization Agreement, dated as of June 1, 1995 (hereinafter
sometimes called the "1995C Brazos Agreement"), between the
Brazos Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the Eighty-
second Series, whether at maturity, upon redemption or otherwise,
in an amount equal to 115% of the sum of (a) the amount, if any,
on deposit in the Debt Service Fund maintained under the 1995
Brazos Bond Indenture which reduces the corresponding Installment
Payment and (b) the amount, if any, paid by the Company pursuant
to Section 5.04 of the 0000X Xxxxxx Agreement in respect of the
corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Eighty-
second Series as the same shall become due and payable shall have
been fully satisfied and discharged unless and until it shall
have received a written notice from the trustee under the 1995
Brazos Bond Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1995C Brazos Revenue
Bonds outstanding under the 1995 Brazos Bond Indenture shall
become immediately due and payable pursuant to Section 6.02 of
the 1995 Brazos Bond Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 1995 Brazos Bond
Indenture, all bonds of the Eighty-second Series, then
Outstanding, shall be redeemed by the Company, on the date such
Series 1995C Brazos Revenue Bonds shall have become immediately
due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Eighty-second Series is required pursuant to the
first paragraph of this subsection (II) unless and until it shall
have received a written notice from the trustee under the 1995
Brazos Bond Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that
Series 1995C Brazos Revenue Bonds have become immediately due and
payable pursuant to Section 6.02 of the 1995 Brazos Bond
Indenture, upon the occurrence of an Event of Default under
Section 6.01(a) of the 1995 Brazos Bond Indenture and specifying
the principal amount thereof. Said notice shall also contain a
waiver of notice of such redemption by the trustee under the 1995
Brazos Bond Indenture, as the holder of all bonds of the Eighty-
second Series then Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
2 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Eighty-second 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.
Bonds of the Eighty-second Series shall not be
transferrable except to any successor trustee under the 1995
Brazos Bond Indenture, any such transfer to be made at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Eighty-second Series.
ARTICLE III
EIGHTY-THIRD SERIES OF BONDS
SECTION 3. There shall be a series of bonds designated
"Pollution Control Series W" (herein sometimes referred to as the
"Eighty-third 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 Eighty-third Series shall mature on June 1, 2030,
shall not bear interest and shall be issued as fully registered
bonds in denominations of Five Hundred 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); the principal of 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 Eighty-third
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Eighty-third Series shall be
initially issued in the aggregate principal amount of $13,857,500
to, and registered in the name of, the trustee under the Trust
Indenture, dated as of June 1, 1995 (hereinafter sometimes called
the "1995 Xxxxxx Xxxx Indenture"), of the Sabine River Authority
of Texas (hereinafter sometimes called the "Sabine Authority"),
under which its Collateralized Pollution Control Revenue
Refunding Bonds (Texas Utilities Electric Company Project) Series
1995B (hereinafter sometimes called the "Series 1995B Sabine
Revenue Bonds") are to be issued, in order to provide the benefit
of a lien to secure the obligation of the Company to make the
Installment Payments and Purchase Price payments pursuant to, and
as such terms are defined in, the Installment Payment and Bond
Amortization Agreement, dated as of June 1, 1995 (hereinafter
sometimes called the "1995B Sabine Agreement"), between the
Sabine Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the Eighty-
third Series, whether at maturity, upon redemption or otherwise,
in an amount equal to 115% of the sum of (a) the amount, if any,
on deposit in the Debt Service Fund maintained under the 1995
Xxxxxx Xxxx Indenture which reduces the corresponding Installment
Payment and (b) the amount, if any, paid by the Company pursuant
to Section 5.04 of the 1995B Sabine Agreement in respect of the
corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Eighty-third
Series as the same shall become due and payable shall have been
fully satisfied and discharged unless and until it shall have
received a written notice from the trustee under the 1995 Xxxxxx
Xxxx Indenture, signed by its President, a Vice President, an
Assistant Vice President or a Trust Officer, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1995B Sabine Revenue
Bonds outstanding under the 1995 Xxxxxx Xxxx Indenture shall
become immediately due and payable pursuant to Section 6.02 of
the 1995 Xxxxxx Xxxx Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 0000 Xxxxxx Xxxx
Xxxxxxxxx, all bonds of the Eighty-third Series, then
Outstanding, shall be redeemed by the Company, on the date such
Series 1995B Sabine Revenue Bonds shall have become immediately
due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Eighty-third Series is required pursuant to the
first paragraph of this subsection (II) unless and until it shall
have received a written notice from the trustee under the 1995
Xxxxxx Xxxx Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that
Series 1995B Sabine Revenue Bonds have become immediately due and
payable pursuant to Section 6.02 of the 1995 Xxxxxx Xxxx
Indenture, upon the occurrence of an Event of Default under
Section 6.01(a) of the 1995 Xxxxxx Xxxx Indenture and specifying
the principal amount thereof. Said notice shall also contain a
waiver of notice of such redemption by the trustee under the 1995
Xxxxxx Xxxx Indenture, as the holder of all bonds of the Eighty-
third Series then Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
3 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Eighty-third 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.
Bonds of the Eighty-third Series shall not be transferrable
except to any successor trustee under the 1995 Xxxxxx Xxxx
Indenture, any such transfer to be made at the office or agency
of the Company in the Borough of Manhattan, The City of New York,
New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Eighty-third Series.
ARTICLE IV
EIGHTY-FOURTH SERIES OF BONDS
SECTION 4. There shall be a series of bonds designated
"Pollution Control Series X" (herein sometimes referred to as the
"Eighty-fourth 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 Eighty-fourth Series shall mature on June 1, 2030,
shall not bear interest and shall be issued as fully registered
bonds in denominations of Two Hundred Fifty 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); the principal of 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 Eighty-fourth
Series shall be dated as in Section 2.03 of the Original
Indenture provided.
(I) The bonds of the Eighty-fourth Series shall be
initially issued in the aggregate principal amount of $21,246,250
to, and registered in the name of, the trustee under the 1995
Xxxxxx Xxxx Indenture, under which the Sabine Authority's
Collateralized Pollution Control Revenue Bonds (Texas Utilities
Electric Company Project) Series 1995C (hereinafter sometimes
called the "Series 1995C Sabine Revenue Bonds") are to be issued,
in order to provide the benefit of a lien to secure the
obligation of the Company to make the Installment Payments and
Purchase Price payments pursuant to, and as such terms are
defined in, the Installment Sale and Bond Amortization Agreement,
dated as of June 1, 1995 (hereinafter sometimes called the "1995C
Sabine Agreement"), between the Sabine Authority and the Company.
The Company shall receive a credit against its obligation
to make any payment of the principal of the bonds of the Eighty-
fourth Series, whether at maturity, upon redemption or otherwise,
in an amount equal to 115% of the sum of (a) the amount, if any,
on deposit in the Debt Service Fund maintained under the 1995
Xxxxxx Xxxx Indenture which reduces the corresponding Installment
Payment and (b) the amount, if any, paid by the Company pursuant
to Section 5.04 of the 1995C Sabine Agreement in respect of the
corresponding Installment Payment.
The Trustee may conclusively presume that the obligation of
the Company to pay the principal of the bonds of the Eighty-
fourth Series as the same shall become due and payable shall have
been fully satisfied and discharged unless and until it shall
have received a written notice from the trustee under the 1995
Xxxxxx Xxxx Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that the
corresponding Installment Payment or Purchase Price payment has
become due and payable and has not been fully paid and specifying
the amount of funds required to make such payment.
(II) In the event that any Series 1995C Sabine Revenue
Bonds outstanding under the 1995 Xxxxxx Xxxx Indenture shall
become immediately due and payable pursuant to Section 6.02 of
the 1995 Xxxxxx Xxxx Indenture, upon the occurrence of an Event
of Default under Section 6.01(a) of the 0000 Xxxxxx Xxxx
Xxxxxxxxx, all bonds of the Eighty-fourth Series, then
Outstanding, shall be redeemed by the Company, on the date such
Series 1995C Sabine Revenue Bonds shall have become immediately
due and payable, at the principal amount thereof.
The Trustee may conclusively presume that no redemption of
bonds of the Eighty-fourth Series is required pursuant to the
first paragraph of this subsection (II) unless and until it shall
have received a written notice from the trustee under the 1995
Xxxxxx Xxxx Indenture, signed by its President, a Vice President,
an Assistant Vice President or a Trust Officer, stating that
Series 1995C Sabine Revenue Bonds have become immediately due and
payable pursuant to Section 6.02 of the 1995 Xxxxxx Xxxx
Indenture, upon the occurrence of an Event of Default under
Section 6.01(a) of the 1995 Xxxxxx Xxxx Indenture and specifying
the principal amount thereof. Said notice shall also contain a
waiver of notice of such redemption by the trustee under the 1995
Xxxxxx Xxxx Indenture, as the holder of all bonds of the Eighty-
fourth Series then Outstanding.
(III) The Company hereby waives its right to have any
notice of redemption pursuant to subsection (II) of this Section
4 state that such notice is subject to the receipt of the
redemption moneys by the Trustee on or before the date fixed for
redemption. Notwithstanding the provisions of Section 12.02 of
the Mortgage, any such notice under such subsection shall not be
conditional.
(IV) At the option of the registered owner, any bonds of
the Eighty-fourth 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.
Bonds of the Eighty-fourth Series shall not be
transferrable except to any successor trustee under the 1995
Xxxxxx Xxxx Indenture, any such transfer to be made at the office
or agency of the Company in the Borough of Manhattan, The City of
New York, New York.
The Company hereby waives any right to make a charge for
any exchange or transfer of bonds of the Eighty-fourth Series.
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5. Subject to the amendments provided for in this
Fifty-third Supplemental Indenture, the terms defined in the
Original Indenture, as heretofore supplemented, shall for all
purposes of this Fifty-third Supplemental Indenture have the
meanings specified in the Original Indenture, as heretofore
supplemented.
SECTION 6. 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 Fifty-third 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 Fifty-third 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 Fifty-third Supplemental
Indenture.
SECTION 7. Whenever in this Fifty-third 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 Fifty-third 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 8. Nothing in this Fifty-third 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 Fifty-third
Supplemental Indenture or any covenant, condition, stipulation,
promise or agreement hereof, and all the covenants, conditions,
stipulations, promises and agreements in this Fifty-third
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 9. This Fifty-third 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 /s/ H. XXX XXXXXX
---------------------------
H. XXX XXXXXX
Senior Vice President
Attest:
/s/ XXXX X. XXXXX
------------------------------ [CORPORATE SEAL]
XXXX X. XXXXX
Assistant Secretary
Executed, sealed and delivered by
TEXAS UTILITIES ELECTRIC COMPANY
in the presence of:
/s/ XXXXX XXXXXXXXX
------------------------------
/s/ XXXXX XXXXXXXXX
------------------------------
THE BANK OF NEW YORK,
Trustee
By /s/ W. N. XXXXXX
----------------------------
W. N. XXXXXX
Vice President
Attest:
/s/ XXXXXX X. XXXXXXXX [CORPORATE SEAL]
-----------------------------------
XXXXXX X. XXXXXXXX
Assistant Vice President
Executed, sealed and delivered by
THE BANK OF NEW YORK
in the presence of:
/s/ XXXXX X. XXXXXXXX
-----------------------------------
/s/ XXXXX XXXX
-----------------------------------
STATE OF TEXAS )
) SS.:
COUNTY OF DALLAS)
Before me, a Notary Public in and for said State, on this
day personally appeared H. XXX XXXXXX, known to me to be the
person whose name is subscribed to the foregoing instrument and
known to me to be a Senior Vice President 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 16th day of
June, 1995.
[NOTARIAL SEAL] /s/ XXXXX X. XXXXX
------------------------------
XXXXX X. XXXXX
Notary Public, State of Texas
My Commission Expires June 23, 0000
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK )
Before me, a Notary Public in and for said State, on this
day personally appeared W.N. XXXXXX, known to me to be the person
whose name is subscribed to the foregoing instrument and known to
me to be a Vice President 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 19th day of
June, 1995.
[NOTARIAL SEAL] /s/ XXXXXXX X. XXXXXXX
-----------------------
XXXXXXX X. XXXXXXX
Notary Public, State of New York
No. 01CA5027729
Qualified in Bronx County
Certificate filed in New York County
Commission Expires May 16, 1996
SUMMARY OF RECORDING DATA
Fifty-third Supplemental Indenture
Filed June 22, 1995
Office of the Secretary of the State of Texas,
Utility Security Instrument File No. 83-281286
